ITEM 1. BUSINESS.
General
We were incorporated on February 20, 2001 under the laws of the State of Nevada. We are an exploration stage mineral exploration company focused on the discovery and extraction of precious metals from mineral deposits in the Southwestern United States.
In February 2008, we acquired our lead project, a prospective gold, silver and calcium carbonate property located in Esmeralda County, Nevada, that we call the “Columbus Project.” The Columbus Project consists of 466 mineral claims covering approximately 23,418 acres, plus an additional 80 acres of private land, for a total of 23,498 acres including a 380 acre Permitted Mine Area (60-acre mill site and mill facility, 266-acre mine site with 54 acres defined as “undisturbed area”). Our current permits allow us to mine up to 792,000 tons per year to 40 feet in depth for the purpose of extracting precious metals and calcium carbonate from the Permitted Mine Area. In addition, we own 80 acres of land in the southeast quadrant of the project. Our current exploration efforts are focused on the North and South Sand Zones of the Columbus Project.
In August 2014, we terminated our option agreement for the Red Mountain Project and abandoned our interest in the mineral claims making up the Red Mountain Project.
Recent Corporate Developments
The following significant corporate developments occurred after the completion of our fiscal quarter ended September 30, 2014:
Extension of 2007, 2009, 2010, 2011 and 2012 Private Placement Warrants and Consultant Warrants
On December 22, 2014, we extended the expiry date for warrants issued under our 2007, 2009, 2010 and 2011 private placements, and certain additional warrants issued to consultants for services in 2009, 2010 and 2011, which warrants were scheduled to expire on December 31, 2014 (collectively, the “December Expiring Warrants”). On the same date, our Board of Directors also approved an extension of the expiry date for warrants issued under our private placement offerings completed in February and March of 2012 that were scheduled to expire on March 31, 2015 (the “March Expiring Warrants”). The expiry dates for the December Expiring Warrants and the March Expiring Warrants were extended as follows:
Additional warrants issued by us in a private placement offering completed in November 2012 were not extended as the expiry date for those options is November 30, 2016.
Our directors and officers beneficially own December Expiring Warrants and March Expiring 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, 2010 Private Placement Warrants exercisable for a maximum of 50,000 shares of common stock, and 2012 Private Placement Warrants exercisable for a maximum of 100,000 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, 2011 Private Placement Warrants exercisable for a maximum of 50,000 shares of common stock and 2012 Private Placement Warrants exercisable for a maximum of 200,000 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.
(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.
Nanominerals Corp. - $250,000 Payment
On December 23, 2014, Nanominerals Corp. paid the sum of $250,000 to us. The amount received from Nanominerals was payment in consideration for us having allowed Nanominerals to use the onsite laboratory facilities located at our Columbus Project in Esmeralda County, Nevada for the two month period ended December 31, 2014. During this period, Nanominerals was permitted to use our laboratory facilities, and the services of our on-site personnel, for Nanominerals’ own purposes, some of which was unrelated to our business.
Nanominerals is the beneficial owner of approximately 26.8% of our outstanding common stock. Nanominerals also acts as our lead consultant on technical exploration matters.
The above described arrangement between Nanominerals and us was made verbally and not in writing.
Cactus Mining - $50,000 Payment
On February 18, 2015, Cactus Mining, an affiliate of Nanominerals paid us the sum of $50,000. The amount received from Cactus Mining was payment in consideration for us having allowed Cactus Mining to use the onsite laboratory facilities located at our Columbus Project in Esmeralda County, Nevada for the month ended March 31, 2015. During this period, Cactus Mining was permitted to use our laboratory facilities, and the services of our on-site personnel, for Cactus Mining’s own purposes. The arrangement was made verbally and not in writing.
Extension of Stock Options
Effective February 25, 2015, we extended the expiration date for certain non-qualified options granted under our 2007 Stock Incentive Plan that were set to expire during our 2015 fiscal year (the “Expiring Options”). The Expiring Options are for the purchase of up to 650,531 shares of our common stock at varying exercise prices. Our directors and executive officers own Expiring Options as follows:
(1)
Originally granted to Robert D. McDougal on July 22, 2010.
(2)
Originally expiring December 30, 2014 and extended to June 29, 2015 by resolutions dated effective December 12, 2014.
2015 Special Warrant Offering
During March 2015, we sold a total of 18,650,000 special warrants (each a “ 2015 Special Warrant”) at a price of $0.20 per 2015 Special Warrant for total gross proceeds of $3,730,000 (the “2015 Special Warrant Offering”). This represented an oversubscription of 3,650,000 2015 Special Warrants from the 15,000,000 2015 Special Warrants originally offered. The 2015 Special Warrant Offering has now been closed.
The 2015 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 February 28, 2020. Alternatively, if at any time during the term of the 2015 Special Warrants, we complete a subsequent sale of shares of our common stock, other securities convertible, exercisable or exchangeable for our 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 2015 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 2015 Special Warrants. If the holder has not otherwise exercised the conversion rights associated with the 2015 Special Warrants prior to expiration, then the 2015 Special Warrants will automatically be deemed to be converted into Units on a 1:1 basis immediately prior to the expiration of the 2015 Special Warrant term.
The 2015 Special Warrants extend for a term ending on the earlier of February 28, 2016 and the date that is one month after we complete any transaction or number of transactions involving the sale of our common stock or Common Stock Equivalents for total gross proceeds of $7,000,000 or more.
The 2015 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. We did not engage in any form of general solicitation or general advertising in connection with the 2015 Special Warrant Offering.
Technical Program Update
In February 2015, we provided an update on our exploration program for the Columbus Project. On March 6, 2015, we made available a report summarizing the gold extraction results at the Columbus Project as of February 17, 2015 prepared by Dr. Charles A. Ager, Ph.D., P.Eng. and P.Geo. of Nanominerals Corp. Nanominerals is our largest shareholder and acts as our lead consultant on technical exploration matters. Dr. Ager is the sole executive officer and director of Nanominerals. The update and report discussed the development of a new gold extraction process for the Columbus Project and the results of research conducted by us during 2012-2014 into the reasons for low gold extraction results experienced when using the on-site pilot plant’s thiosulphate leach circuit when compared to off-site tests.
These results and the new extraction process are discussed under Item 2 of this Annual Report on Form 10-K.
Competition
We are a mineral resource exploration company. We compete with other mineral resource exploration and development companies for the acquisition of new mineral properties, the services of contractors, equipment and financing. Many of the mineral resource exploration and development companies with whom we compete may have greater access to a limited supply of qualified technical personnel and contractors and to specialized equipment needed in the exploration, development and operation of mineral properties. This could have an adverse effect on our ability to explore and develop our properties in a timely manner. In addition, because many of our competitors are more established and have a longer operating history than us, they may have greater access to promising mineral properties.
In addition, many of our competitors have greater financial resources than us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of mineral properties. This may make our competitors more attractive to potential investors and could adversely impact our ability to obtain additional financing if and when needed.
Government Regulations
The mining industry in the United States is highly regulated. We intend to secure all necessary permits for the exploration of the Columbus Project and, if development is warranted on the properties, will file final plans of operation prior to starting any mining operations. The consulting geologists that we hire are experienced in conducting mineral exploration activities and are familiar with the necessary governmental regulations and permits required to conduct such activities. As such, we expect that our consulting geologists will inform us of any government permits that we will be required to obtain prior to conducting any planned activities on the Columbus Project. We are not able to estimate the full costs of complying with environmental laws at this time since the full nature and extent of our proposed mining activities cannot be determined until we complete our exploration program.
If we enter into the development or production stages of any mineral deposits found on our mineral properties, of which there are no assurances, the cost of complying with environment laws, regulations and permitting requirements will be substantially greater than in the exploration phases because the impact on the project area is greater. Permits and regulations will control all aspects of any mineral deposit development or production program if the project continues to those stages because of the potential impact on the environment. Examples of regulatory requirements include:
- Water discharge will have to meet water standards;
- Dust generation will have to be minimal or otherwise remediated;
- Dumping of material on the surface will have to be recontoured and revegetated;
- An assessment that all material to be left on the surface will need to be environmentally benign;
- Ground water will have to be monitored for any potential contaminants;
-
The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be remediated; and
-
There will have to be a report of the potential impact of the work on the local fauna and flora.
Employees
As of the date of this Annual Report, other than our officers and directors, we have 8 full-time employees.
ITEM 1A.
ITEM 1A. RISK FACTORS.
The following are some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates contained in our forward-looking statements. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation.
We will require additional financing to complete our exploration programs for our mineral project.
We expect to spend approximately $5,315,000 during the twelve months ending December 31, 2015 on the exploration of our Columbus Project and the general costs of operating and maintaining our business and mineral properties. We do not currently have sufficient financial resources to pay for our anticipated expenditures for that period. We completed the sale of 18,650,000 2015 Special Warrants for total gross proceeds of $3,730,000 under our 2015 Special Warrant Offering. As a result of completing the sale of the 2015 Special Warrants, we anticipate that our existing financial resources are sufficient only to pay for the anticipated costs of our exploration program until October 2015. We will require additional financing to complete our exploration plans. In addition, actual costs of completing our exploration plans could be greater than anticipated and we may need additional financing sooner than anticipated. If we are unable to obtain sufficient financing to complete our exploration plans, we will scale back our plans depending upon our existing financial resources.
Our ability to obtain future financing will be subject to a number of factors, including the variability of market prices for gold and silver, investor interest in our mineral projects, and the performance of equity markets in general. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. If we are not able to obtain financing when needed or in an amount sufficient to enable us to complete our programs, we may be required to scale back our exploration programs.
If we complete additional financings through the sale of our common stock, our existing stockholders will experience dilution.
The most likely source of future financing presently available to us is through the sale of shares of our common stock. The only other anticipated alternative for the financing of further exploration would be the offering by us of an interest in our mineral properties to be earned by another party or parties carrying out further exploration thereof, which is not presently contemplated. Issuing shares of our common stock, for financing purposes or otherwise, will dilute the interests of our existing stockholders.
In order to maintain the rights to our mineral properties, we will be required to make annual filings with federal and state regulatory agencies and/or be required to complete assessment work or pay fees in respect of those properties.
In order to maintain the rights to our mineral projects, we will be required to make annual filings and pay fees with federal and state regulatory authorities. On June 16, 2011, the Governor of Nevada approved Senate Bill 493 (SB 493), which repealed a one-time tiered fee hike on mining claims in Nevada. SB 493 also eliminated a number of tax deductions that had previously been available for companies with mining operations in Nevada. We are currently an exploration stage company and do not have significant mineral extraction activities or any revenues from mining operations and do not expect the elimination of these tax deductions to have a significant impact on our current exploration activities or financial prospects. However, if we do, in the future engage in significant mineral extraction operations, of which there is no assurance, the elimination of these tax deductions could affect our future financial results.
In 2012 there was an increase in claim maintenance fees related to association placer claims. Previously, maintenance fees for placer mineral claims were $140 per year per placer claim, with claims being up to 160 acres each. Beginning in 2012, these fees were increased to $140 for every 20 acres of a placer claim, and beginning September 1, 2014, these fees were increase again to $155 for every 20 acres. These increases effectively increase the fee for a 160 acre claim from $140 per year to $1,240.
In addition to claim maintenance fees, we may be required by federal and/or state legislation or regulations to complete minimum annual amounts of mineral exploration work on our mineral properties. A failure by us to meet the annual maintenance requirements under federal and state laws could cause our mineral rights to lapse.
Because we are a mineral exploration company, we face a high risk of business failure.
To date, our primary business activities have involved the acquisition of mineral claims and the exploration of these claims. We have not earned any revenues as of the date of this report. Potential investors should be aware of the difficulties normally encountered by exploration stage companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.
Because we anticipate that our operating expenses will increase prior to earning revenues, we may never achieve profitability.
Prior to commencing mineral production, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from the exploration of our mineral claims and the production of minerals thereon, if any, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we may not be able to ever generate any operating revenues or achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.
Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages if and when conducting mineral exploration activities.
The search for valuable minerals involves numerous hazards. As a result, when conducting exploration activities we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material adverse effect on our financial position.
Because of the speculative nature of exploration of mining properties, there is substantial risk that no commercially exploitable minerals will be found.
We have not yet established proved or probable reserves on the Columbus Project or on our other mineral properties. The search for valuable minerals as a business is extremely risky. Although we have been encouraged by the results of the exploration work conducted by us to date, further exploration work is required before proven or probable reserves can be established, and there are no assurances that we will be able to establish any proven or probable reserves. Exploration for minerals is a speculative venture, necessarily involving substantial risk. The expenditures to be made by us may not result in the discovery of commercial quantities of ore. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. We intend to report the results of our exploration activities promptly after those results have been received and analysed. However, there is no assurance that the test results reported by us will be indicative of extraction rates throughout our mineral properties.
As a result of the public’s lack of familiarity with the assaying methods used by us to analyze samples taken from the sand and clay zones of the Columbus Project, we may occasionally encounter resistance to the reliability of our grade estimates for the Columbus Project. Although we use proven assaying methods, only report extracted and weighed gold and silver and have instituted rigorous testing to ensure the reliability of our exploration results, we may face resistance in the future, which could negatively impact our business, our ability to obtain future financing, and our stock price.
Contrary to popular belief, pyrometallurgical and hydrometallurgical tests on a rock sample do not determine the amount of gold or silver present in a sample. Instead, these tests report the amount of gold or silver that is extracted from the sample by the analytical method used. We have engaged in extensive research and testing to determine the best pyrometallurgical and hydrometallurgical methods for extracting gold and silver from the sands and clays present at the Columbus Project. Our research has indicated that caustic fusion (head ore, concentrates) and thiosulphate or cyanide leaching (concentrates) are the best pyrometallurgical and hydrometallurgical methods for extracting gold and silver from the Columbus Project. The pyrometallurgical and hydrometallurgical methods that were chosen by us result in the actual physical extraction of gold and silver from the tested samples.
Caustic fusion is a standard pyrometallurgical method that uses fluxes melted at low temperature to dissolve the sample rock and liberate the contained minerals or metals for subsequent extraction and analysis. Caustic fusion was developed in South Africa over 100 years ago and was first used to liberate diamonds from their refractory kimberlites. It has since been used to quantify other minerals/metals in rocks by analyzing the fused product. Caustic fusion has proven to be a very effective method for extracting gold and silver from the refractory minerals (organics, silicates) in the sand and clay at Columbus, and has been confirmed by extracting comparable precious metal values from bulk leach tests (+/- 1 ton samples).
Fire assaying is the most common pyrometallurgical method used for extracting gold and silver from rock. Fire assaying relies on the use of standardized chemical fluxes to reduce the melting point of the minerals entombing the gold and silver so that they can be liberated and then collected in a lead “button” and examined. Although this process works well for extracting gold entombed in sulfides (e.g. pyrite) and silica, such as that found in Carlin-type gold deposits, the chemical fluxes used in fire assaying methods are ineffective at liberating the gold and silver from refractory minerals (organics and silicates (Fe-Mg-Al-Si-Ox)) as are found at the Columbus Project. As a result, in our tests, fire assaying has shown to be ineffective at extracting commercial values of gold and silver from the sand and clay from the Columbus Project. Similarly, aqua regia digestion has also proven to be ineffective at extracting gold and silver from the sands and clays at Columbus.
To ensure the reliability of our results, we have instituted rigorous QA/QC protocols, including blind random sampling, and the inclusion of blanks, standards and duplicates. To further ensure reliability, we measure only the actual amount of gold and silver physically extracted from our test samples when reporting assay results. We also have extracted gold and silver from large samples (+/- 200-3000 lbs.) by thiosulphate leaching, with the extraction results being comparable to caustic fusion assay results on the same samples, thereby confirming the reliability of the caustic fusion process. However, because caustic fusion is not commonly used and understood for gold and silver assaying, and because gold and silver in the sands and clays at Columbus cannot be confirmed by metal-in-hand extraction using fire assay or aqua regia digestion, we may encounter some resistance to our analytical methods and assay results, which could negatively impact our business, our ability to obtain additional financing, and our stock price.
Even if we establish proven or probable reserves on our mineral claims, we may not be able to successfully reach commercial production.
We anticipate using a low cost, high volume surface dredge operation to mine the Columbus Project. Our pre-feasibility program for the Columbus Project is designed to test and optimize our planned mining process for the Columbus Project. There is no assurance that this pre-feasibility program will result in a decision to enter into commercial production.
In addition, expanding our production facilities to accommodate commercial operations is expected to require substantially more financial resources than what we currently have available to us. There is a risk that we will not be able to obtain such financing if and when needed.
Although we have installed the leach circuit of the onsite pilot production module for the Columbus Project, there is no assurance that this project is commercially feasible.
We have begun testing and optimizing the onsite pilot production module at the Columbus Project. This pilot production module is part of our pre-feasibility study for the Columbus Project and is designed to evaluate the commercial viability of the Columbus Project. There is no assurance that the results of our pre-feasibility program will result in a decision to enter into commercial production.
Even if we can successfully reach commercial production, any change to mining laws or regulations or levy of additional taxes in the future may make our planned production process nonviable economically.
Several bills have been introduced by the US federal government that would levy resource taxes on mineral exploration companies. Any levy of additional taxes would have an adverse effect on our business. In addition, laws and regulations governing the exploration of mineral properties and the mining process are subject to change. Changes to mining laws and regulations that would have the effect of increasing the cost of mineral exploration and mining activities would adversely impact our business.
We are subject to compliance with government regulations. The costs of complying with these regulations may change without notice, and may increase the anticipated cost of our exploration programs.
There are several government regulations that materially restrict the exploration of minerals. We will be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these laws. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program.
In addition, if our applications for permits from the relevant regulatory bodies are denied, we may not be able to proceed with our exploration programs.
If we decide to pursue commercial production, we may be subject to an environmental review process that may delay or prohibit commercial production.
Our planned method for mining the Columbus Project is not expected to generate any significant long term environmental impact. However, we have not yet had a comprehensive environmental review conducted on our planned mining operations for the Columbus Project.
Compliance with an environmental review process may be costly and may delay commercial production. Furthermore, there is the possibility that we would not be able to proceed with commercial production upon completion of the environmental review process if government authorities do not approve our mine or if the costs of compliance with government regulation adversely affected the commercial viability of the proposed mine.
The market for our common stock is limited and investors may have difficulty selling their stock.
Our shares are currently traded on the over the counter market, with quotations entered for our common stock on the OTCQB under the symbol “IRLD.” However, the volume of trading in our common stock is currently limited. As a result, holders of our common stock may have difficulty selling their shares.
Because our common stock is a penny stock, stockholders may be further limited in their ability to sell their shares.
Our shares constitute a penny stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are expected to remain classified as a penny stock for the foreseeable future. Classification as a penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares will be subject to Rules 15g-2 through 15g-9 of the Exchange Act. Rather than having to comply with these rules, some broker-dealers will refuse to attempt to sell a penny stock.
No assurance that forward looking assessments will be realized.
Our ability to accomplish our objectives and whether or not we are financially successful is dependent upon numerous factors, each of which could have a material effect on the results obtained. Some of these factors are in the discretion and control of management and others are beyond management’s control. The assumptions and hypotheses used in preparing any forward-looking assessments contained herein are considered reasonable by management. There can be no assurance, however, that any projections or assessments contained herein or otherwise made by management will be realized or achieved at any level.
If we are, or were, a U.S. real property holding corporation, non-U.S. holders of our common stock or other security convertible into our common stock could be subject to U.S. federal income tax on the gain from the sale, exchange or other disposition of such security.
If we are or ever have been a U.S. real property holding corporation (a “USRPHC”) under the Foreign Investment Real Property Tax Act of 1980, as amended (“FIRPTA”) and applicable United States Treasury regulations (collectively, the “FIRPTA Rules”), unless an exception applies, certain non-U.S. investors in our common stock (or options or warrants for our common stock) would be subject to U.S. federal income tax on the gain from the sale, exchange or other disposition of shares of our common stock (or such options or warrants), and such non-U.S. investor would be required to file a United States federal income tax return. In addition, the purchaser of such common stock, option or warrant would be required to withhold from the purchase price an amount equal to 10% of the purchase price and remit such amount to the U.S. Internal Revenue Service.
We have not conducted a formal analysis of whether we are or have ever been a USRPHC. However, we believe that we may be a USRPHC. In general, under the FIRPTA Rules, a company is a USRPHC if its interests in U.S. real property comprise at least 50% of the fair market value of its assets. If we are or were a USRPHC, so long as our common stock is “regularly traded on an established securities market” (as defined under the FIRPTA Rules), a non-U.S. holder who, actually or constructively, holds or held no more than 5% of our common stock is not subject to U.S. federal income tax on the gain from the sale, exchange or other disposition of our common stock under FIRPTA. In addition, other interests in equity of a USRPHC may qualify for this exception if, on the date such interest was acquired, such interests had a fair market value no greater than the fair market value on that date of 5% of our common stock. Any of our common stockholders (or owners of options or warrants for our common stock) that are non-U.S. persons should consult their tax advisors to determine the consequences of investing in our common stock (or options or warrants).
We have not held an annual meeting for the election of directors since our incorporation.
Pursuant to the provisions of the Nevada Revised Statutes (the “NRS”), directors are to be elected at the annual meeting of the stockholders. Pursuant to the NRS and our bylaws, our board of directors is granted the authority to fix the date, time and place for annual stockholder meetings. However, no date, time or place has yet been fixed by our board for the holding of an annual stockholder meeting. Pursuant to the NRS and our bylaws, each of our directors holds office after the expiration of his term until a successor is elected and qualified, or until the director resigns or is removed. Under the provisions of the NRS, if an election of our directors has not been made by our stockholders within 18 months of the last such election, then an application may be made to the Nevada district court by stockholders holding a minimum of 15% of our outstanding stockholder voting power for an order for the election of directors in the manner provided in the NRS.
FOR ALL OF THE AFORESAID REASONS AND OTHERS SET-FORTH AND NOT SET-FORTH HEREIN, AN INVESTMENT IN OUR SECURITIES INVOLVES A CERTAIN DEGREE OF RISK. ANY PERSON CONSIDERING TO INVEST IN OUR SECURITIES SHOULD BE AWARE OF THESE AND OTHER FACTORS SET-FORTH IN THIS REPORT AND IN THE OTHER REPORTS AND DOCUMENTS THAT WE FILE FROM TIME TO TIME WITH THE SEC AND SHOULD CONSULT WITH HIS/HER LEGAL, TAX AND FINANCIAL ADVISORS PRIOR TO MAKING AN INVESTMENT IN OUR SECURITIES. AN INVESTMENT IN OUR SECURITIES SHOULD ONLY BE ACQUIRED BY PERSONS WHO CAN AFFORD TO LOSE THEIR TOTAL INVESTMENT.
ITEM 2.
ITEM 2. PROPERTIES.
We currently lease office space located at 2360 W. Horizon Ridge Parkway Suite 100, Henderson, NV 89052 at a rate of $4,876 per month.
We currently own an interest in, or rights to, one mineral project that we refer to as the Columbus Project.
THE COLUMBUS PROJECT
The Columbus Project is a sediment hosted gold and silver exploration project located in western Nevada. It is comprised of 466 unpatented placer federal mining and millsite claims on BLM land which cover 23,418 acres and an additional 80 acres of private land, for a total of 23,498 acres. It includes a permitted and operational pilot plant and mine site. We currently own a 100% stake in all 466 claims that make up the Columbus Project. Our current Area of Interest approximates 2,000 acres on the west side of our Project claims.
LOCATION
The mineral claims that make up the Columbus Project are located in the Columbus Salt Marsh, Esmeralda County, Nevada, northwest of Coaldale Junction, approximately 50 miles west of Tonopah (Fig. 1) halfway between Las Vegas and Reno. Access is from the junction of US6 and Nevada Highway 95, approximately 10 miles north of Coaldale Junction, to a gravel road westerly to the mill site and to the remains of the town of Columbus.
The Columbus Salt Marsh is an enclosed basin and is a dry lake bed for the majority of the year. All surface drainage from a surrounding 360 square mile area flows into the Columbus Salt Marsh.
Figure 1: Location of Columbus Project
TITLE AND OWNERSHIP RIGHTS TO THE CSM CLAIMS, IRELAND CLAIMS AND THE DDB CLAIM
Figure 2: Columbus Project Property Map
The Columbus Project is comprised of 466 unpatented placer federal mining and millsite claims on BLM land which cover 23,418 acres and an additional 80 acres of private land, for a total of 23,498 acres.
On August 31, 2014, we elected to allow 198 mineral claims that previously formed part of our Columbus Project mineral property to lapse by declining to pay the BLM maintenance fees for the abandoned claims. The abandoned claims represented the eastern portion and the southernmost portions of the Columbus Project as previously constituted, and were not a significant focus of our exploration efforts. As originally constituted, the Columbus Project was comprised of 664 mineral claims covering approximately 50,538 acres, plus an additional 80 acres of private land, for a total of 50,618 acres.
We acquired our initial interest in 73 claims (which we refer to as the “CSM Claims”) and an additional 57 claims (which we refer to as the “DDB Claims”) in 2007 from Nanominerals pursuant to an assignment by Nanominerals of its rights to the Columbus Project. In February 2008 we acquired a 100% interest in the CSM claims by merging the previous owner of the CSM Claims, Columbus Brine Inc. (“CBI”) with and into our wholly owned subsidiary incorporated for the sole purpose of acquiring CBI, CBI Acquisition Inc. Upon completion of the merger, CBI Acquisition Inc. changed its name to Columbus Minerals Inc.
The DDB Claims were previously owned by a mining syndicate known as the DDB Syndicate. Douglas D.G. Birnie, our President and Chief Executive Officer and a member of our Board, is the owner of a 1/8 interest in the DDB Syndicate. The remaining members of the DDB Syndicate are made up of the former directors and officers of CBI (including one of our former directors), the brother of a former officer and director of CBI, and certain affiliates of Nanominerals Corp. (“Nanominerals”). Nanominerals is a significant shareholder in our Company. Mr. Birnie also owns a 3.5% interest in Nanominerals. The DDB Claims were located by the DDB Syndicate in February 2007, prior to Mr. Birnie’s and Nanominerals’ involvement with our Company. Mr. Birnie also acquired his interest in Nanominerals prior to his involvement with our Company.
Our rights to the DDB Claims were held under the terms of a mining lease with the DDB Syndicate dated November 30, 2007 (the “DDB Agreement”). The DDB Agreement provided us with a five year lease on the DDB Claims, ending on November 29, 2012, with an option to purchase the DDB Claims at any time during the lease period. Under the option rights provided under the DDB Agreement, we had the right to purchase the DDB Claims at any time by either:
(a)
paying the DDB Syndicate the purchase price of $400,000 (with all previously made rental payments credited against such purchase price); or
(b)
paying the DDB Syndicate $10, plus granting the DDB Syndicate a royalty of 2% of net smelter returns on the DDB Claims.
On November 20, 2012, we elected to exercise the purchase option on the DDB Claims, paying the balance of $180,000 to the DDB Syndicate, being the purchase price of $400,000 less the $220,000 in rental payments previously made under the DDB Agreement.
An additional 336 claims (which we refer to as the “Ireland Claims”) were staked by us.
As of the date of this Annual Report on Form 10-K, we own a 100% interest in all of the CBI Claims, DDB Claims and Ireland Claims.
Each of the CSM, Ireland and DDB Claims are unpatented placer federal claims. In order to maintain these claims, we are required to pay annual maintenance fees to the US Bureau of Land and Minerals (the “BLM”) by September 1 of each year. The annual claim maintenance fees paid to the BLM for the 2014 claim year totaled $187,797. A summary of the Columbus Project Claims is included as an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on November 19, 2014.
ACCESS AND INFRASTRUCTURE
The Columbus Project contains an operational pilot plant, onsite laboratory, operated by Western Analytical Consultants, and living facilities with power supplied by generators and water from an onsite well. Water used for processing is available from existing wells located on the surrounding basin (the “Columbus Basin”). There is also a high voltage grid located near the Candelaria Mine, approximately three miles from the Columbus Project.
Permits have been obtained for the extraction of precious metals and the production of calcium carbonate from an area of approximately 380 acres, including millsite, roads and mineable acreage.
HISTORY
The Columbus area has had mining activity for over 100 years. Silver was discovered in 1863 in the area of the Candelaria Mine, to the northwest of the Columbus Basin. These deposits were mined intermittently by different companies through 1999, producing large quantities of silver and minor gold. Salt was first mined in the Columbus Salt Marsh in 1864, followed by borax in 1871. Precious metals were thought to exist in the basin sediments as early as the late 19th century but no production is documented. Mining ceased in the Columbus Marsh around the beginning of the 20th century.
The Columbus Project is located in an area that has historically been known as a well mineralized region. A silver and gold mining operation known as the Candelaria Mine is located approximately five miles northwest of the Columbus Project. The Round Mountain project is a gold operation located approximately 60 miles northeast of the Columbus Project. The Clayton Valley Brine Project, a lithium extraction project, is located approximately 25 miles southeast of the Columbus Project.
GEOLOGY
The Columbus Project covers a flat enclosed basin with a surface composed of salt deposits and is primarily devoid of vegetation. Older sediments, which host the silver deposits of Candelaria, underlie several sequences of volcanic rocks, with the youngest being the 15Ma Gilbert Andesite. The region has undergone older thrust faulting, which hosts the Candelaria deposits, and later extensional faulting as a result of movement along the Walker Lane. The Columbus Basin is one of several structural basins in the region caused by right lateral movement along the Walker Lane and the subsequent clockwise rotation and oblique extensional down dropping of the blocks within this structural domain.
EXPLORATION ACTIVITIES
Exploration work to date has identified three different host materials (sand, clay, brine) each of which could potentially contain commercial quantities of gold and silver mineralization within the project area. The sand zones outcrop on the western side of the Columbus basin and dip gently eastward. The clay zones also outcrop and overlay the sand zones. The brine zone occurs as an aquifer at some 400 feet depth underlying the sand/clay zones.
Our most recent exploration efforts have focused on the sand material, specifically in a 2,000 acre area of interest on the west side of our project site. Through three drill programs, we have identified The North Sand Zone and the South Sand Zone. The North Sand Zone has been the site of the source material for our recent extraction tests.
To date, 34 holes have been drilled in the 0.67 square mile (429 acres) North Sand Zone, and 3 holes in the 0.48 square mile (307 acres) South Sand Zone. Drilling has been completed to depths ranging from 165 feet to 400 feet in both sand zones. We have yet to drill through the sand zone with any of our drilling to date.
We have been granted the permit for our Phase Four drill program, which will consist of 31 drill holes to a depth of at least 200 feet. The drill program will cover an additional 0.48 square miles adjacent to the southern boundary of the North Sand Zone. The goal of this program is to expand the boundaries and improve the definition of the North Sand Zone. Following completion of the Phase Four drill program, we will re-evaluate the boundaries of the sand zones, the quantity of the tonnage contained therein and the quality of the mineralization estimates within these areas. It is anticipated that additional drill programs will follow after Phase Four. We are currently devoting the majority of our resources on testing and modifying our mining and recovery methodology for the Columbus Project to determine if our planned extraction process for the Columbus Project is commercially viable. In addition, we plan on re-assaying all North and South Sand Zone drill samples using a new extraction process developed for the Columbus Project in order to update the mineralization grade. After effective operating parameters for the on-site pilot plant have been fully implemented and the pilot plant is operating continuously, we intend to initiate the Phase Four drilling program.
Figure 3: Map of North and South Sand Zones
Historical Surface Sampling Program and Drill Programs
Near surface basin sediment samples were taken in late 2006 and early 2007. 64 surface samples, four shallow boring samples, and a bulk sample were taken and analyzed using a four acid total digestion and atomic absorption analysis. Samples were analyzed for Au, Ag, Cu, and Fe. This work led to the discovery of a 5,000 acre surface gold anomaly in the northwestern part of the basin. This gold anomaly is the primary focus of current exploration work. The Permitted Mine Area (380 acres) is situated in the north end of this zone.
2007 Drill Program
An 18-hole hollow stem auger drill program was undertaken in Q3 2007 in the Permitted Mine Area to establish mineral potential at depth. Samples were 18” in length, taken every 10’ with a split spoon sampler. Material was analyzed using a 3-acid modified version of aqua regia, followed by atomic absorption analysis. A split was analyzed by CBI staff at the onsite facility using a standard fire assay and it was found that standard fire assay was ineffective. Repeated firing of the slag showed that various amounts of the metals remained in the slag after each firing. The results from the 2007 drill program have been discounted by us as the analytical methodology used then did not rely on metal-in-hand of gold or silver.
2008 and 2009 Drill Programs
Encouraging results from the 2007 drill program warranted a second drill program, which took place in Q2-Q3 2008, consisting of 39 widely spaced holes and a total of just less than 10,000 feet using sonic drilling technology. 25 holes were drilled in the ‘A’ program, 14 holes in the ‘B’ program. For this program, holes were drilled to depths ranging from 200 feet to 400 feet. The sonic drilling resulted in continuous sample material, therefore providing an improved representation of each 10 ft. drill interval. Samples of the 10 ft. composites were sent for analysis under chain of custody protocols.
A follow up drilling program was initiated in Q2 of 2009 to delineate mineralized zones and further define the extent of gold and silver mineralization potential in the project area. 58 holes, for a total of 15,270 feet, were drilled as a follow up to the ~10,000 feet drilled in 2008. Sample composite intervals were changed from 10’ to 20’ because of the homogeneity of the sample material. Again, the drill material was stored in polyethylene bags in the onsite core facility. Samples were analysed using caustic fusion assay under chain of custody protocols. In addition, 211 clay samples were taken at various depths for density determinations.
2010 Drill Program
In 2010, we drilled 28 holes in the North Sand Zone and 147 short holes in the permitted mine clay zone. As the sand zones are the focus of the technical program, the samples from the clay zone drilling have been inventoried and will be analyzed later. Sampling protocol remained at 20 ft. composite intervals.
Mineralized Intervals
To determine the mineralized intervals in the North and South Sand Zone, we chose a minimum grade of 0.015 opt Au to identify mineralized material, and identification of at least three contiguous mineralized samples indicated a mineralized zone. Upon completion of a feasibility study, a commercial grade mineralized cut off will be determined and mineralized zones will be recalculated. The caustic fusion assay results from the 2008, 2009 and 2010 drilling programs are listed below, broken down by area. It should be noted that because of the nature of the geology, the material must be mined from the surface down, so therefore, mineralized averages that start at depth rather than at the surface, may appear higher than they would be in production.
To date, 34 holes have been drilled in the North Sand Zone. Drilling in the North Sand Zone covered approximately 0.67 square miles, to depths ranging from 165 feet to 400 feet beneath the surface of the Columbus Marsh Basin, In addition, three holes have been drilled in the South Sand Zone, to depths of between approximately 200 to 400 feet.
Mineralized Intervals - North Sand Zone (Caustic Fusion Assay)
Hole ID From
(ft.)
to (ft.)
Au opt
Ag opt
CS-09-S1A 0.044 0.194
CS-09-S2A 0.039 0.179
CS-09-S3A 0.038 0.175
CS-09-S4A 0.040 0.170
CS-09-S5A 0.036 0.157
CS-09-S7A 0.038 0.170
CS-10-S1A 0.038 0.199
CS-10-S2A 0.038 0.152
CS-10-S3A 0.049 0.332
CS-10-S4A 0.043 0.238
CS-10-S5A 0.045 0.236
CS-10-S6A 0.036 0.163
CS-10-S8A 0.045 0.234
CS-10-S9A 0.047 0.301
0.050 0.304
CS-10-S10A 0.036 0.145
CS-10-S12A 0.050 0.268
CS-10-S13A 0.060 0.105
CS-10-S14A 0.046 0.261
CS-10-S15A 0.050 0.320
CS-10-S16A 0.040 0.215
CS-10-S17A 0.042 0.246
CS-10-S18A 0.050 0.303
CS-10-S19A 0.032 0.189
CS-10-S20A 0.040 0.213
CS-10-S21A 0.029 0.153
0.029 0.152
CS-10-S22A 0.020 0.092
CS-10-S23A 0.038 0.196
CS-10-S24A 0.053 0.326
CS-10-S25A 0.034 0.152
0.053 0.326
CS-10-S26A 0.031 0.189
0.038 0.234
CS-10-S27A 0.031 0.145
CS-10-S28A 0.029 0.164
Mineralized Intervals - South Sand Zone (Caustic Fusion Assay)
Hole ID from (ft.) to (ft.) Au opt Ag opt
CS-08-S1B 0.046 0.233
CS-09-S1B 0.038 0.186
CS-09-S2B 0.041 0.192
During 2015, we intend to re-assay all drill samples from the North and South Sand Zones using a newly developed thermal pre-treatment and autoclave leaching (“TPAC”) process, followed by standard fire assaying to establish an updated mineralization grade. See “Mining and Recovery Methodology” below for a discussion of the TPAC process.
Sampling Procedures
An onsite core facility was constructed for logging and sampling of the material from the drill programs. Core intervals were set up on tables for geological logging. Once logged, the intervals were sampled by taking a continuous wedge of material from the outside to the center of the core. A smaller split was taken at random intervals. These samples were placed in standard heavy duty Ziploc bags. A slice of the core was taken at depths of approximately 50’ intervals. These were weighed wet and their dimensions were taken and documented for density determination. Sample splits were then sent to an independent laboratory for analysis.
QA/QC Procedures
Quality control for the Columbus Project was established during the 2008 drill program to guarantee the quality of the analytical results for that and all subsequent drilling/sampling programs on this project. All samples were submitted in random order to monitor laboratory precision. This is done to check for instrument variation, or ‘drift’, and cross contamination during the analytical process. Duplicate samples, standard reference material (standards), and blanks were introduced at approximately 1 for every 20 samples. Duplicate samples are used to evaluate the sample variability and stability of the analytical method. The standards are comprised of material that has been subjected to analysis from numerous labs around the world and is of an accepted concentration of gold with a very slight variance. The blanks are nothing more than pulverized environmental grade silica sand and should contain negligible concentrations of metals.
GEOLOGIC MODEL
The SEC’s Industry Guide 7 sets out the reporting and disclosure requirements for issuers engaged in mineral exploration activities. Under the provisions of Industry Guide 7, only proven or probable reserves may be disclosed in filings with the SEC. “Reserves” are defined as that “part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.” The calculation of reserves requires the preparation of a feasibility study demonstrating the economic and legal feasibility of mining and processing the mineralization at the project site. We do not currently have any proven or probable reserves. Industry Guide 7 does not permit us to disclose of inferred, indicated or measured resources in our filings with the SEC.
The North Sand Zone, our focus area for sampling and drilling operations, covers a surface area of approximately 0.67 mi2. The South Sand Zone covers a surface area of approximately 0.48 mi2. The location of the North and South Sand Zones is shown in Figure 3.
These Sand Zones, located along the western edge of the project area, are alluvial material occurring as ‘fans’ which descend beneath the clay toward the center of the basin. The depth to this sand was gridded and contoured. This information is very useful for determining where this sand unit might be encountered during future drilling. In general, changes in sand depth parallel the basin. The average dry bulk density of the sands is 1.165 ton/yd³ (1.383 tonnes/m³). The sand zone averages 91.4% -1/4” as determined from 258 screen analysis of sonic drill samples from 0-200 ft. depth.
The lakebed clay varies in color, moisture content, texture, and organic content. Because of the wide drill hole spacing, it is not possible to correlate between individual clay units. At present, the clay will not be sub-classified and will be referred to as a single unit. Average dry bulk density of the clay, taken from the 200+ samples, is 1.198 tons/yd3 (1.423 tonnes/m3).
The North Sand Zone and South Sand Zone are comprised of mostly sand, but also contains some silt and clays. Even though the South Sand Zone is two dimensional, it is highly likely that these zones are contemporaneous and this southern zone is of exploration significance.
Analytical Methodology
All previously reported drill results were determined by caustic fusion assay and analysis of the extracted and weighed metal for gold and silver. Sampling and analyses were conducted by qualified independent professionals, under chain of custody procedures, and included blind labeling of samples, the insertion of blanks, standard reference material and repeats to ensure the quality of results.
Prior to our 2007 - 2010 drill programs, we had engaged in extensive research and testing before determining that caustic fusion (on head ore and concentrates) and thiosulphate or cyanide leaching (on concentrates) were the best pyrometallurgical and hydrometallurgical methodologies for extracting gold and silver from the refractory sands and clays that encapsulate these metals at the Columbus Project. However recent research suggests that using a thermal pre-treatment (“TP”) followed by autoclave leaching (“AC”) process prior to assaying or leaching may yield greater extraction results.
Caustic fusion is a standard pyrometallurgical method that uses chemical fluxes melted at low temperature to dissolve the sample rock and liberate the contained minerals or metals for subsequent extraction and/or analysis. Caustic fusion was developed in South Africa over 100 years ago and was first used to liberate diamonds from their refractory kimberlites. It has since been used to quantify other minerals/metals in rocks by analyzing the fused product. We have confirmed the reliability of our caustic fusion protocols during subsequent bulk leach tests (±200-3000 lb.) conducted offsite, whereby the amount of gold and silver extracted as metal-in-hand by thiosulphate leaching of bulk samples has been comparable to caustic fusion assay results on representative splits from the same samples. Caustic fusion has therefore been proven to be a very effective method for extracting gold and silver from the refractory minerals (organics, silicates) in the sand and clay at Columbus.
Thiosulphate leaching technology is over 100 years old. It was first used for dissolving silver from silver chloride deposits. In recent years, thiosulphate leaching has been extensively studied as an alternative to cyanide because it is an environmentally friendly, hydrometallurgical method for extracting gold and silver from ores. Barrick Gold Corporation is currently in the process of converting its Goldstrike mine in Nevada to use thiosulphate, and is scheduled to be online in 2014. Our work showed that thiosulphate leaching of head ore concentrates, followed by resin extraction, was very effective in bench and pilot scale tests conducted offsite for the extraction of gold and silver, as “metal-in-hand” from materials extracted from the Columbus Project. Aqua regia and cyanide leaching tests of head ore and aqua regia leaching of concentrates had previously proved ineffective and resulted in extremely low gold and silver extraction. However, both thiosulphate and cyanide leaching of concentrates have extracted commercial values on samples extracted from the Columbus Project. It is the thiosulphate leach system that was installed at the on-site pilot plant in 2013 to determine the feasibility of leaching both the sand and clay deposits.
To ensure the reliability of our results, unless specifically stated otherwise, we have instituted rigorous QA/QC protocols, including blind random sampling, and the inclusion of blanks, standards and duplicates. To further ensure reliability, we measure only the actual amount of gold and silver physically extracted from our test samples when reporting assay results. Caustic fusion provides “metal-in-hand” on head ore and concentrates as do thiosulphate leach and cyanide leach on gravity concentrates. Using these assay methods, together with the quality assurances and quality controls of the drill program, we and our consultants are confident of the previous results that we have reported from head ore and concentrate samples.
Fire assaying is the most common pyrometallurgical method used for extracting gold and silver from rock. Fire assaying relies on the use of standardized chemical fluxes to reduce the melting point of the minerals entombing the gold and silver so that they can be liberated and collected in a lead “button” and examined. Although this process works well for extracting gold entombed in sulfides (e.g. pyrite) and silica, such as that found in Carlin-type gold deposits, the chemical fluxes used in fire assaying methods are ineffective at liberating the gold and silver from refractory minerals (organics and silicates (Fe-Mg-Al-Si-Ox)) as are found at the Columbus Project. These refractory silicates are similar in composition to the crucibles used during the firing process, which also do not melt. As a result, in our tests, fire assaying has shown to be ineffective at extracting gold and silver from the sand and clay from the Columbus Project.
As mentioned previously, the entombment of the precious metals in the refractory organics and silicates at the Columbus Project can cause problems of extraction, and therefore detection by many methods of analysis. The early test work (2006-2009) completed by our metallurgists demonstrated that fire assaying and multi-acid digesting were ineffective at extracting commercial values of gold and silver from the head samples of sand and clay from the Columbus. In January 2010, the Nevada Bureau of Mines and Geology (the “NBMG”) reported that they had conducted a small sampling program on our claims.1 It should be noted that the location of the NBMG sample sites were approximately one to three miles away from our current area of operations and testing, and in a different geology. We have not conducted our own tests on sample materials extracted from this location. However, the results reported by the NBMG are consistent with our expectations based on our work using similar assaying methods. According to the report prepared by the NBMG, they took five near surface samples, taken to a depth of 30-52 cm (approx. one ft.), from the Columbus Salt Marsh. Splits of each of the samples were then reportedly analyzed by fire assay (Au and Ag), fire assay fusion followed by instrumental neutron activation finish (Au and Ag), fire assay and inductively coupled plasma atomic emission (Au), four acid near total digestion (Ag) and aqua regia digestion (Au and Ag). The NBMG reported that they found small quantities of gold (0.00035 opt to 0.000029 opt) and silver (0.00233 opt to 0.00029 opt) for four acid digestion - other tests were reportedly below their detection limits.
During 2014-2015, Dr. Charles A. Ager, working in conjunction with Arrakis Inc. of Denver Colorado, developed a process that we believe resolves the problems posed by the refractory minerals encapsulating the gold and silver found at the Columbus Project. This new process (“TPAC”) involves first using a thermal pre-treatment (“TP”) on the sample material, followed by autoclave leaching (“AC”). In limited testing conducted to date, this TPAC process has led to an output product that is then assayable using standard fire assay techniques. Initial results on 100g and 500g splits taken from bulk samples extracted from a single drill hole (10S7A) in the North Sand Zone resulted in the following extractions under laboratory conditions:
Test 1: 500g head sand - 0.314 opt Au (TP and AC at Arrakis)
Test 2: 100g head sand - 0.203 opt Au (TP at Columbus, AC at Arrakis)
Weight Mean Average=0.296 opt Au; Average=0.259 opt Au
These results are contrasted with 0.057 opt Au extracted from splits from the same drill hole under laboratory conditions using caustic fusion assay, and have led to our decision to re-assay all of our previous North and South Sand Zone drill samples to establish an updated gold grade using the TPAC method. It should be noted that third party chain of custody protocols were not observed during the above tests as Company personnel assisted in sample collection and preparation. In addition, the above results may not be representative of extraction rates for the rest of the North Sand Zone or the Columbus Project as a hole. The tests were also conducted under laboratory conditions at Arrakis’ facilities in Denver, Colorado, and not on-site. In the past, we have encountered difficulties when attempting to translate extraction results achieved in laboratory conditions at the on-site pilot plant. Finally, using the TPAC process is expected to result in a higher material processing cost than the previously planned gravity concentration followed by thiosulphate (STS) leaching process on which the current Columbus Project pilot plant is based. As a result, we have not yet determined our targeted precious metals extraction rates for this extraction method. Testing of the economics of gold extraction using the TPAC process on Columbus sands, gravity (ITC) concentrates and pregnant leach solution (PLS) precipitates under laboratory conditions is ongoing.
The TPAC process was developed by Dr. Ager and Arrakis, and is proprietary to Nanominerals. Nanominerals has granted us the right to use this process at the Columbus Project.
MINING AND RECOVERY METHODOLOGY
The Company currently has a Water Pollution Control permit granted by the Nevada Division of Environmental Protection for the Columbus Project. This permit allows for the extraction of precious metals and the production of calcium carbonate on the 380 acre site (320 acre mine site and 60-acre mill site) at a mine rate of up to 792,000 tons per year to a depth of 40 feet. During the period from 2008-2011, the Company developed a dredge mine, constructed a pilot plant and began operations to develop and prove the extractive metallurgy for the Columbus Project. Initial metallurgical testing was primarily focused on extracting gold and silver from the clay material. As previously reported, problems with organic material interfered with the extraction of precious metals from the clays, and this has led us to focus our current efforts on extraction of the precious metals from the sands.
_______________________________
Nevada Bureau of Mines and Geology Open-File Report 10-1: Geochemical Sampling of Selected Playas in Nevada: Alkali Lake (Esmeralda County), Columbus Salt Marsh (Esmeralda County). Rhodes Salt Marsh (Mineral County), and Winnemucca Dry Lake (Washoe County).
From 2012 to 2014 we were engaged in the process of transferring the gold and silver extraction process that achieved our targeted extraction rates when operated under laboratory conditions offsite to the on-site pilot plant. Recoveries from our tests using the on-site extraction process did not reach our then targeted recovery rate. Our efforts to finalize the mining and recovery methodology were based on a methodical two-pronged approach consisting of: (a) replicating on-site the extraction process that achieved our then targeted extraction rates when operated offsite; and (b) modifying this extraction process to attain our recovery rate objectives.
The Columbus Project extraction process was originally designed to be a low cost method that consists of three steps:
1.
First a gravity concentration circuit that processes between two and five tons of raw material to generate one ton of concentrates.
2.
Next, the concentrates are leached, then filtered and then loaded onto resins at the on-site pilot plant.
3.
The resins are then ashed to determine the quantity of gold and silver recovered.
This process was designed around extensive offsite laboratory testing that successfully extracted gold from samples taken from the North Sand Zone in excess of our targeted extraction rate. However, when installed and operated on-site, the process was not able to reach our then targeted extraction rate.
Installation of Gravity Concentration Circuit and Laboratory Tests on Leach Process
In Q4 2011 and Q1 2012, we announced the results of three bulk tests (194 lb., 220 lb., 3,000 lb.) completed on sand material collected from a single site within the North Sand Zone, then sent offsite and processed through our gravity concentration circuit under laboratory conditions. The total results of the tests were: 13:1 concentration ratio; 121% Au recovery; and 42% Ag recovery (0.096 opt AuE , 0.084 opt Au and 0.642 opt Ag).
Since the beginning of 2012, we have been conducting bulk sample tests on sand materials extracted from the same site in the North Sand Zone. The first tests were conducted using the offsite gravity concentration circuit under laboratory conditions. In Q2 2012, gravity concentration equipment was installed at the onsite pilot plant, and subsequent bulk tests were processed using the onsite gravity concentration circuit. During 2012, 48,919 lbs. (24.45 tons) from four separate sand material tests was sent offsite for leaching, resin collection and metal extraction. The combined results of the tests resulted in an average extraction of 0.046 opt Au and 0.143 opt Ag, or 0.049 AuE. The test results each met or exceeded our then extraction goal of 0.03 opt AuE. Each test was run under different operating variables, and none of the tests were optimized based on previous test results.
Summary of Bulk Sand Leach Tests (Laboratory Conditions)
_____________________________________
AuE opt = Au opt + Ag/55 opt
The purpose of these bulk tests was to demonstrate the continued effectiveness of the onsite gravity concentration components of the precious metals extraction circuit, while also assisting in the determination of which operating parameters increase or decrease precious metals extraction. Readers should note that the tests referred to above were all from a single bulk sample test site and may not be representative of grades or recovery rates that can be expected for the overall North Sand Zone. The area from which these samples were taken may represent an anomaly within the North Sand Zone and may not be representative of grades or recovery rates for the entire zone. Additional gravity concentration tests on bulk samples from different sites within the North Sand Zone will follow.
Installation and Testing of On-Site Leach Process
In Q4 2012, we finalized operating parameters for the gravity concentration components of the onsite pilot plant. In Q4 2012 and Q1 2013, we installed equipment for the leaching and metal extraction components of the onsite extraction circuit. In April 2013, we commenced our first series of multi-ton batch extraction tests, and conducted additional test series through 2013. A “test series” consists of three to five individual tests run semi-concurrently under very similar operating parameters. Results from these test series produced small amounts of gold and silver (<0.01opt Au).
In December 2013, we installed new leach filtration equipment on-site. This equipment is a duplicate of the filter used in our offsite laboratory tests. In January 2014, the concentrating equipment used for laboratory tests in Salt Lake City was also relocated to the Columbus Project site, operating alongside the concentrating equipment that was installed in 2012.
After the installation of the new leach filtration and concentrating equipment, two concentration and leach tests (1,000 lbs. each) were run through the extraction circuit and the loaded resins ashed. These tests also did not achieve our then targeted recovery rate. However, the information derived from these tests has allowed us to determine several additional operational adjustments.
The gravity concentration circuit was checked by shipping bulk concentrates produced at the Columbus pilot plant to offsite facilities for thiosulphate leaching and resin extraction. These tests produced 1.1134 oz. Au and 3.4814 oz. Ag from 24 tons of head ore extracted from the 10S3A drill hole in the North Sand Zone for a calculated extractable head grade of 0.046 opt Au and 0.145 opt Ag. These results indicated that the gold extraction problems that we had experienced at the Columbus pilot plant were isolated to the on-site leach circuit.
As a result of the low extraction rates experienced at the Columbus pilot plant, we engaged in an extensive research program to isolate the problem. The exhaustive testing by our metallurgical team included scanning electron microscope (SEM), energy dispersive spectroscopy (EDS), transmission electron microscope (TEM), UV-VIS-NIR spectroscopy, atomic absorption (AA), graphite furnace AA (GFAA), inductive coupled plasma (ICP), ICP mass spectrometry (ICP-MS), zeta potential (ZP), electrophoresis (EP), electro-winning (EW), precipitation, resin analysis, X-ray diffraction (XRD), thermal pre-treatment (TP) and autoclave leaching (AC). Various leach chemicals, water supplies, head ore samples (North Sand Zone), gravity (ITC) concentrates, leach-PLS and caustic fusion-PLS were all examined in detail. The results of these tests not only identified the leach problems, as mentioned above, but also uncovered the mineralogy of the gold in the sand and the metallurgy of the gold in the leach PLS at Columbus.
Electron microscope work (SEM/EDS, TEM) identified that the gold in the sand occurs as clusters, generally <1000 nm, of refractory coated nanogold particles (<30nm) further entombed in silicate minerals. Occasionally grains of aggregated clusters (<200µ) were also found in the ITC concentrates. The SEM micrograph and EDS spectrum clearly show the gold and its coatings in the sands. Analysis of the PLS in 2014, using TEM (+300,000x magnification) and zeta potential, identified that the gold in both the caustic fusion and leach PLS occurred as negative charged colloids and not as ionic complexes.
It was also found that the pilot plant ground potential was +9 volt DC as delivered by the Columbus Basin itself. In other words, the grounded stainless steel leach tanks were positively charged instead of neutral (0 volts). During leaching, the negative charged gold colloids were apparently plated out of solution to the tank walls, swept into the solids by agitation and deposited into the tails during filtration. As a consequence, only minor gold was left in the pregnant leach solution (PLS) for capture by the resins.
This work led to the development of the new TPAC extraction process. Early test work using the TPAC process resulted in a significant increase in gold extraction on splits taken from the 10S7A drill hole location of the North Sand Zone. (See “Analytical Methodology”, above.) However, the TPAC method is expected to significantly increase the cost of processing material from the Columbus Project. As a result, we have not yet determined our targeted precious metals extraction rates for this extraction method. Testing and optimization of the TPAC process on the Columbus Project sands, ITC concentrates and PLS precipitates under laboratory conditions is ongoing in order to re-assess the economics of gold extraction from the North and South Sand Zones of the Columbus Project
Readers are cautioned that, although we believe that the results of our exploration activities to date have been sufficiently positive to proceed with the installation and operation of a pilot processing facility at the Columbus Project millsite, we have not yet established any probable or proven reserves and we have not yet completed a preliminary economic assessment, pre-feasibility or feasibility study. Additional exploration work will be required before probable or proven reserves can be established. There are no assurances that the results of our exploration programs will result in a decision to enter into commercial production.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
We were not a party to any material legal proceedings during the period covered by this Annual Report.
ITEM 4.
ITEM 4. MINE SAFETY DISCLOSURE.
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Annual Report on Form 10-K.
PART II
ITEM 5.
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
MARKET INFORMATION
Quotations of our common stock are entered on the OTC Link alternative trading system on the OTCQB marketplace under the symbol “IRLD.” The following is the high and low bid information for our common stock during each fiscal quarter of our last two fiscal years.
*
High and low bid information was not available for the periods presented. Prices represent high and low closing prices during the period.
Bid quotations entered on OTC Link and the OTCQB reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions.
PENNY STOCK RULES
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which:
(a)
contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
(b)
contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of securities laws;
(c)
contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;
(d)
contains a toll-free telephone number for inquiries on disciplinary actions;
(e)
defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and
(f)
contains such other information and in such form as the SEC shall require by rule or regulation.
The broker-dealer also must, prior to effecting any transaction in a penny stock, provide the customer with:
(a)
bid and offer quotations for the penny stock;
(b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c)
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
(d)
monthly account statements showing the market value of each penny stock held in the customer's account.
In addition, the penny stock rules require that, prior to a transaction in a penny stock that is not otherwise exempt from those rules, the broker-dealer must:
(a)
make a special written determination that the penny stock is a suitable investment for the purchaser; and
(b)
receive from the purchaser his or her written acknowledgement of receipt of the determination and a written agreement to the transaction.
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock and therefore stockholders may have difficulty selling those securities.
REGISTERED HOLDERS OF OUR COMMON STOCK
As of March 25, 2015, there were 186 registered holders of record of our common stock. We believe that a large number of stockholders hold stock on deposit with their brokers or investment bankers registered in the name of stock depositories.
DIVIDENDS
We have not declared any dividends on our common stock since our inception and we do not expect to declare any dividends in the foreseeable future. We expect to spend any funds legally available for the payment of dividends on the exploration of our mineral properties. There are no provisions in our Articles of Incorporation or bylaws that limit our ability to pay dividends on our common stock. Chapter 78 of the Nevada Revised Statutes (the “NRS”), does provide certain limitations on our ability to declare dividends. Section 78.288 of Chapter 78 of the NRS prohibits us from declaring dividends where, after giving effect to the distribution of the dividend:
(a)
we would not be able to pay our debts as they become due in the usual course of business; or
(b)
except as may be allowed by our Articles of Incorporation, our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution.
RECENT SALES OF UNREGISTERED SECURITIES
During the fiscal year ended December 31, 2014, we sold the following equity securities in transactions that were not registered under the Securities Act of 1933, as amended:
On March 24, 2014, we sold 12,525,000 special warrants (the “2014 Special Warrants”) at a price of $0.20 per 2014 Special Warrant (the “2014 Special Warrant Offering”). The information required by Item 701 of Regulation S-K with respect to the 2014 Special Warrant Offering was provided in our Current Report on Form 8-K, filed with the SEC on March 28, 2014.
On August 15, 2014, we sold 1,333,333 units (each an “NMC Unit”) to Nanominerals Corp. at a price of $0.224 per NMC Unit or $300,000 in the aggregate. The information required by Item 701 of Regulation S-K with respect to the sale of the NMC Units was provided in our Current Report on Form 8-K, filed with the SEC on August 20, 2014.
On March 4, 2015, we completed the sale of 1,975,000 2015 Special Warrants at a price of $0.20 per 2015 Special Warrant. On March 20, 2015, we completed the sale of an additional 16,175,000 2015 Special Warrants and on March 23, 2015, we completed the sale of an additional 500,000 2015 Special Warrants. Total gross proceeds under the 2015 Special Warrant Offering was $3,730,000. A description of the 2015 Special Warrant Offering is provided under Item 1 of this Annual Report on Form 10-K.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes appearing elsewhere in this report. This discussion and analysis may contain forward-looking statements based on assumptions about our future business. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to those set forth under “Risk Factors” and elsewhere in this report.
This discussion presents management’s analysis of our results of operations and financial condition as of and for each of the years in the two-year period ended December 31, 2014. The discussion should be read in conjunction with our financial statements and the notes related thereto which appear elsewhere in this report.
Executive Overview
During the next twelve months, we intend to proceed with our exploration program for the Columbus Project.
The Columbus Project
The technical program for the Columbus Project has two primary objectives: (a) to identify the mineral resources and (b) to determine the feasibility of mining and extracting precious metals from the project.
(a)
Mineralization: Exploration work to date has identified three different host materials (sand, clay, brine) each of which could potentially contain commercial quantities of gold and silver mineralization within the project area. The sand zones outcrop on the western side of the Columbus basin and dip gently eastward. The clay zones also outcrop and overlay the sand zones. The brine zone occurs as an aquifer at some 400 feet depth underlying the sand/clay zones.
Our recent exploration efforts have focused on the sand material, specifically in an approximate 2,000 acre area of interest on the west side of our project site. Through three drill programs, we have identified the North Sand Zone and the South Sand Zone. The North Sand Zone has been the site of the source material for our recent extraction tests.
To date, 34 holes have been drilled in the 0.67 square mile (429 acres) North Sand Zone, and 3 holes in the 0.48 square mile (307 acres) South Sand Zone. Drilling has been completed to depths ranging from 165 feet to 400 feet in both sand zones. We have yet to drill through the sand zone with any of our drilling to date.
During 2015, we intend to re-assay drill samples from the North and South Sand Zones in order to update the mineralization grade for these areas using the newly developed TPAC process.
We have been granted the permit for our Phase Four drill program, which will consist of 31 drill holes to a depth of at least 200 feet. The drill program will cover an additional 0.48 square miles adjacent to the southern boundary of the North Sand Zone. The goal of this program is to expand the boundaries and improve the definition of the North Sand Zone. Following completion of the Phase Four drill program, we will re-evaluate the boundaries of the sand zones, the quantity of the tonnage contained therein and the quality of the mineralization estimates within these areas. It is anticipated that additional drill programs will follow. Our Phase Four drill program is currently on hold while we focus our resources on re- assaying drill samples and optimizing the TPAC process under laboratory conditions.
(b)
Mining and Recovery Methodology: We currently have a Water Pollution Control permit for the Columbus Project that allows for the extraction of precious metals and the production of calcium carbonate on the 380-acre site (266-acre mine site, 60-acre mill site, and 54 acres defined as “undisturbed area”) at a mine rate of up to 792,000 tons per year. As previously reported, we are currently focused on the extraction of precious metals from the sand zone areas of the Columbus Project - specifically, the North and South Sand Zones.
Tests completed during 2012-2014 led to the development of the TPAC extraction process. Early testing has resulted in significant increases in gold extraction on splits taken from a single drill hole location in the North Sand Zone. However, the TPAC method is expected to significantly increase the cost of gold extraction from the Columbus Project. As a result, we have not yet determined our targeted precious metals extraction rates for this extraction method. Testing and optimization of the TPAC process on the Columbus Project sands, gravity (ITC) concentrates and leach (PLS) precipitates under laboratory conditions is ongoing, and is expected to continue during 2015.
Readers are cautioned that we have not yet established any proven or probable reserves. There is no assurance that we will be able to establish that any commercially extractable ore reserves exist on the Columbus Project or that we will enter into commercial production.
We anticipate spending approximately $4,830,000 on our exploration program and $485,000 on our capital expenditures for the Columbus Project during the twelve months ending December 31, 2015.
Critical Accounting Policies
The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.
We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are also disclosed in the notes to our audited consolidated financial statements for the period ended December 31, 2014 included in this Annual Report on Form 10-K.
Use of Estimates - The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring estimates and assumptions include the valuation of stock-based compensation, impairment analysis of long-lived assets, accrued reclamation and remediation costs and realizability of deferred tax assets. Actual results could differ from those estimates.
Mineral Properties - Costs of acquiring mineral properties are capitalized upon acquisition. Exploration costs and costs to maintain mineral properties are expensed as incurred while the project is in the exploration stage. Development costs and costs to maintain mineral properties are capitalized as incurred while the property is in the development stage. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-production basis over the proven and probable reserves.
Mineral Exploration and Development Costs - Exploration expenditures incurred prior to entering the development stage are expensed and included in “Mineral exploration and evaluation expenses”.
Property and Equipment - Property and equipment is stated at cost less accumulated depreciation. Depreciation is principally provided on the straight-line method over the estimated useful lives of the assets, which are generally 3 to 20 years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statement of operations.
Impairment of long-lived assets - We review and evaluate our long-lived assets for impairment at each balance sheet date due to our planned exploration stage losses and document such impairment testing. Mineral properties in the exploration stage are monitored for impairment based on factors such as our continued right to explore the property, exploration reports, drill results, technical reports and continued plans to fund exploration programs on the property.
The tests for long-lived assets in the exploration, development or producing stage that have a value beyond proven and probable reserves will be monitored for impairment based on factors such as current market value of the mineral property and results of exploration, future asset utilization, business climate, mineral prices and future undiscounted cash flows expected to result from the use of the related assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset, including evaluating its reserves beyond proven and probable amounts.
Our policy is to record an impairment loss in the period when it is determined that the carrying amount of the asset may not be recoverable either by impairment or by abandonment of the property. The impairment loss is calculated as the amount by which the carrying amount of the assets exceeds its fair value.
Asset Retirement Obligation - Future obligations to retire an asset, including site closure, are recorded as a liability at fair value in the period incurred. The fair value determination is based on estimated future cash flows, the current credit-adjusted risk-free interest rate and an estimated inflation factor. The value of the liability is evaluated at least annually or as new information becomes available. As reclamation work is performed or liabilities are otherwise settled, the recorded amount of the liability will be reduced.
Future reclamation expenditures are difficult to estimate in many circumstances due to the early stage nature of the exploration project, the uncertainties associated with defining the nature and extent of environmental disturbance, the application of laws and regulations by regulatory authorities and changes in reclamation technology. Changes in estimates are reflected in the consolidated statement of operations in the period an estimate is revised.
Liquidity and Capital Resources
Our financial position was as follows at December 31, 2014 and 2013:
During our fiscal year ended 2014, our liquidity position was affected by the following:
Continued exploration stage losses of $20,062,937 for the twelve months ended December 31, 2014. Significant non-cash expenses through this period included the abandonment of mineral rights of $16,245,954, depreciation of $943,248, and share based compensation of $297,079.
Accounts payable increased during this period by $479,937.
Purchase of new equipment in the amount of $55,364. Receipt of net proceeds from financings of $3,128,390.
During our fiscal year ended 2013, our liquidity position was affected by the following:
Continued exploration stage losses of $5,924,322 for the twelve months ended December 31, 2013. Significant non-cash expenses through this period included depreciation of $934,518 and share based compensation of $778,213. Significant non-cash income included the income tax benefit of $612,611.
Purchases of new equipment in the amount of $182,252.
Looking Forward
We have budgeted for the following cash expenditures for the twelve months ending December 31, 2015:
During the next twelve months, we will continue to focus our efforts on developing the Columbus Project, resulting in the following expectations:
Our management anticipates that the minimum cash requirements for funding our proposed exploration programs and our continued operations through December 31, 2015 will be approximately $5,315,000. As of December 31, 2014, we had cash reserves in the amount of approximately $259,000. Our current financial resources are not expected to be sufficient to allow us to meet the anticipated cash expenditures for the twelve month period ending December 31, 2015. In March 2015, we completed the sale of 18,650,000 2015 Special Warrants for total gross proceeds of $3,730,000 under our 2015 Special Warrant Offering. As a result of completing the sale of the 2015 Special Warrants, we anticipate that our existing financial resources are sufficient only to pay for the anticipated costs of our exploration program until October 2015. We will require additional financing to complete our exploration plans. If we are unable to obtain additional financing, we will adjust our operating plan depending upon our existing financial resources.
Our management is currently evaluating alternative cost cutting and cash preservation measures for the purpose of extending the length of time that our current cash position will allow us to continue operations before we complete our next financing. As part of these changes, compensation to our Chief Executive Officer, Douglas D.G. Birnie, Nanominerals Corp., and our independent board members has been deferred until such time as the Company has sufficient funds.
Our twelve month budget includes capital expenditures of $485,000; however, we do not have any purchase commitments for capital assets.
Certain key factors will affect our future financial and operating results. These include, but are not limited to the following:
We have not yet earned any operational revenues since our inception. We may not generate sufficient revenues from our proposed business plan in the future to achieve profitable operations. If we are not able to achieve profitable operations at some point in the future, we eventually may have insufficient working capital to maintain our operations as we presently intend to conduct them or to fund our expansion plans. Our current financial resources may not be sufficient to allow us to meet our anticipated cash expenditures during for the next 12 months and we may require additional financing. We do not have any additional financing arrangements in place, and there is no assurance that we will be able to raise financing sufficient to meet our needs or on terms that are acceptable to us.
Obtaining additional financing is subject to a number of factors, including the market prices for base and precious metals, investor interest in our mineral projects, and the performance of equity markets in general. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. If adequate funds are not available or if they are not available on acceptable terms, our ability to fund our business plan could be significantly limited and we may be required to suspend our business operations.
For these reasons, our financial statements filed herewith include a statement that these factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern will be dependent on our raising of additional capital and the success of our business plan.
RESULTS OF OPERATIONS
Revenue. We have not earned any operational revenues since our inception and we do not anticipate earning revenues until our mineral properties enter into commercial production, of which there are no assurances. Our pilot production plant at the Columbus Project is currently being operated for pre-feasibility testing purposes only. We are currently in the exploration stage of our business and we can provide no assurances that we will be able to establish the existence of probable or proved mineral reserves on our properties, or if such reserves are established, that we will be able to enter into commercial production.
Operating Expenses
Mineral exploration and evaluation expenses decreased by 8.3% to $2,409,559 during the year ended December 31, 2014 from $2,626,256 during the year ended December 31, 2013. The decrease was due to reduced salary and operating expenses on site during Q4 of $109,808 and to reduced claim maintenance fees as a result of abandoning approximately 198 mineral claims of $106,889.
Mineral exploration and evaluation expenses - related party decreased by 1.6% to $451,930 for the year ended December 31, 2014 from $459,438 for the year ended December 31, 2013. The decrease is due to a slight reduction in reimbursable expenses billed by Nanominerals Corp.
General and administrative expenses decreased by 24.7% to $1,797,901 for the year ended December 31, 2014 from $2,386,342 during the year ended December 31, 2013. The decrease is primarily the result of less stock based compensation incurred during 2014 of $481,133.
General and administrative expenses - related party decreased by 100% to $0 during the year ended December 31, 2014 from $68,500 during the year ended December 31, 2013. $57,500 of the decrease is due to the expiration of a related party services agreement on December 31, 2013 and $11,000 is due to termination of rent reimbursements to DOSA Consulting, LLC (a consulting company owned by Douglas Birnie, our CEO and President) upon execution of a new lease agreement for our new offices.
Abandonment of mineral rights - increased to $16,245,954 during the year ended December 31, 2014 as compared to $0 during the year ended December 31, 2013. Abandonment of Mineral Rights for 2014 represents the loss recognized as a result of our abandonment of 198 mineral claims on August 31, 2014. See “The Columbus Project.”
Other Income and Expenses increased by 5,390% to $1,898,101 during the year ended December 31, 2014 from $34,571 during the year ended December 31, 2013. The increase is primarily due to $250,000 paid to us by Nanominerals for the use of onsite facilities and personnel for November and December 2014 and to the gain on the change in the fair value of our derivative liability related to the 2014 Special Warrant Offering of $1,602,973.
Income Tax (Expense) Benefit decreased by 100% to ($3,927) during the year ended December 31, 2014 from $612,611 during the year ended December 31, 2013. The decrease is due to increasing the allowance on net deferred tax assets.
Net Loss. The aforementioned factors resulted in a net loss of $20,062,937, or $0.14 per common share, for the year ended December 31, 2014, as compared with a net loss of $5,924,322, or $0.04 per common share, for the year ended December 31, 2013.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”) that are adopted by us, as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards did not or will not have a material impact on our consolidated financial statements upon adoption.
In June 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-10, Development Stage Entities (Topic 915) Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. This ASU does the following among other things: a) eliminates the requirement to present inception-to-date information on the statements of income, cash flows, and shareholders’ equity, b) eliminates the need to label the financial statements as those of a development stage entity, c) eliminates the need to disclose a description of the development stage activities in which the entity is engaged, and d) amends FASB ASC 275, Risks and Uncertainties, to clarify that information on risks and uncertainties for entities that have not commenced planned principal operations is required. The amendments in ASU No. 2014-10 are effective for public companies for annual and interim reporting periods beginning after December 15, 2014. Early adoption is permitted. The Company has elected early adoption of the new standard applied retrospectively. Adoption of the new guidance had no impact on the consolidated financial position, results of operations or cash flows.
In June 2014, the FASB issued ASU 2014-12, Compensation - Stock Compensation - Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which is effective for financial statements issued for interim and annual periods beginning on or after December 15, 2015. The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and should not be reflected in the estimate of the grant-date fair value of the award. Adoption of the new guidance is not expected to have an impact on the consolidated financial position, results of operations or cash flows.
In August 2014, the FASB issued “ASU” 2014-15, Presentation of Financial Statements - Going Concern. The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Adoption of the new guidance is not expected to have an impact on the consolidated financial position, results of operations or cash flows.
In November 2014, the FASB issued Accounting Standard Update (“ASU”) 2014-16, Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. The ASU clarifies how current guidance should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. Specifically, the amendments clarify that an entity should consider all relevant terms and features, including the embedded derivative feature being evaluated for bifurcation, in evaluating the nature of a host contract. The ASU is effective for fiscal years and interim periods beginning after December 15, 2015. The Company is currently assessing the impact, if any, of implementing this guidance on its consolidated financial position, results of operations or cash flows.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Index to Financial Statements:
Audited financial statements for the year ended December 31, 2014, including:
1.
Report of Independent Registered Accounting Firm (Brown Armstrong Accountancy Corporation);
2.
Consolidated Balance Sheets as of December 31, 2014 and 2013;
3.
Consolidated Statements of Operations for the years ended December 31, 2014 and 2013 and the period from February 20, 2001 (date of inception) to December 31, 2014;
4.
Consolidated Statement of Stockholders’ Equity for the period from February 20, 2001 (date of inception) through December 31, 2014; and
5.
Consolidated Statements of Cash Flows for the years ended December 31, 2014 and 2013 and the period on February 20, 2001 (date of inception) to December 31, 2014;
6.
Notes to Consolidated Financial Statements.
BROWN ARMSTRONG
ACCOUNTANCY CORPORATION
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Ireland Inc.
We have audited the accompanying balance sheets of Ireland Inc. as of December 31, 2014 and 2013, and the related statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2014. Ireland Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ireland Inc. (An Exploration Stage Company) as of December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming Ireland Inc. will continue as a going concern. As described in Note 1 to the financial statements, Ireland Inc.’s operating losses raise substantial doubt about its ability to continue as a going concern, unless Ireland Inc. attains future profitable operations and/or obtains additional financing. The financial statements do not include any adjustments that might result from the outcome of this uncertainty
BROWN ARMSTRONG
ACCOUNTANCY CORPORATION
Bakersfield, California
March 27, 2015
IRELAND INC.
CONSOLIDATED BALANCE SHEETS
See Accompanying Notes to these Consolidated Financial Statements
IRELAND INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
See Accompanying Notes to these Consolidated Financial Statements
IRELAND INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
See Accompanying Notes to these Consolidated Financial Statements
IRELAND INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
See Accompanying Notes to these Consolidated Financial Statements
IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
Description of business - Ireland Inc. (the “Company”) is primarily focused on the acquisition and exploration of mining properties and has been in the exploration stage since its formation. The Company has not yet realized any revenues from its planned operations. Upon identification of commercially minable reserves, the Company expects to actively prepare the site for mineral extraction and enter the development stage.
History - The Company was incorporated on February 20, 2001 under the laws of the State of Nevada under the name Merritt Ventures Corp. On December 19, 2005, the Company changed its name to Ireland Inc.
Basis of presentation - The financial statements present the consolidated balance sheets, statements of operations and comprehensive loss, stockholders’ equity, and cash flows of the Company. These consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”).
Going concern - The accompanying financial statements have been prepared assuming the Company will continue as a going concern.
Since its formation, the Company has incurred comprehensive cumulative net losses of $48,640,259 as of December 31, 2014. This amount is comprised of net loss from operations of $48,645,737 and other comprehensive income of $5,478. The Company has not commenced its commercial mining and mineral processing operations; rather, it is still in the exploration stage, raising substantial doubt about the Company’s ability to continue as a going concern. The Company will seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives.
The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company’s plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Principles of consolidation - The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Columbus Minerals Inc. (“CMI”) (including its wholly- owned single-member LLC subsidiary Columbus Salt Marsh LLC (“CSM”)) and Rand Metals LLC (“Rand”). Intercompany accounts and transactions have been eliminated.
IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued)
Use of estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions include the valuation of stock-based compensation and the derivative liability, impairment analysis of long-lived assets, asset retirement obligations and the realizability of deferred tax assets. Actual results could differ from those estimates.
Fair value of financial instruments - Fair value accounting establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
The Company’s financial instruments consist of restricted investments in U.S. Treasury Notes, certificates of deposit and a derivative liability. These investments are classified within Level 1 of the fair value hierarchy as their fair values are determined using quoted prices in active markets.
The Company calculates the fair value of its derivative liability using the Binomial Lattice model, a level 3 input. The change in fair value of the derivative liability is classified in other income (expense) in the consolidated statement of operations. The Company generally does not use derivative financial instruments to hedge exposures to cash flow, market or foreign currency risks.
There have been no changes in valuation techniques for these instruments or transfers between levels during the years ended December 31, 2014 or 2013.
Restricted investments held for reclamation bonds - Restricted investments serve as collateral for reclamation bonding. The investments are classified as available for sale and are recorded at fair value based on quoted market prices with unrealized gains and losses reflected in accumulated other comprehensive income or loss until realized. Realized gains and losses are determined on a specific identification method and are recognized in the consolidated statement of operations.
The Company evaluates unrealized losses, if any, in its investment securities for other-than temporary impairment using both qualitative and quantitative criteria. In the event that an investment is determined to be other-than-temporarily impaired, the Company recognizes the loss in the consolidated statement of operations.
IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued)
Mineral properties - Costs of acquiring mineral properties are capitalized upon acquisition. Exploration costs and costs to maintain mineral properties are expensed as incurred while the project is in the exploration stage. Development costs and costs to maintain mineral properties are capitalized as incurred while the property is in the development stage. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-production basis over the proven and probable reserves.
Mineral exploration and development costs - Exploration expenditures incurred prior to entering the development stage are expensed and included in mineral exploration and evaluation expenses.
Property and equipment - Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which range from 3 to 20 years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statement of operations.
Impairment of long-lived assets - The Company reviews and evaluates its long-lived assets for impairment at each balance sheet date due to its planned exploration stage losses and documents such impairment testing. Mineral properties in the exploration stage are monitored for impairment based on factors such as the Company’s continued right to explore the property, exploration reports, drill results, technical reports and continued plans to fund exploration programs on the property.
The tests for long-lived assets in the exploration, development or producing stage that have a value beyond proven and probable reserves will be monitored for impairment based on factors such as current market value of the mineral property and results of exploration, future asset utilization, business climate, mineral prices and future undiscounted cash flows expected to result from the use of the related assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset, including evaluating its reserves beyond proven and probable amounts.
The Company's policy is to record an impairment loss in the period when it is determined that the carrying amount of the asset may not be recoverable either by impairment or by abandonment of the property. The impairment loss is calculated as the amount by which the carrying amount of the assets exceeds its fair value.
Asset Retirement Obligation - Future obligations to retire an asset, including site closure, are recorded as a liability at fair value in the period incurred. The fair value determination is based on estimated future cash flows, the current credit-adjusted risk-free interest rate and an estimated inflation factor. The value of the liability is evaluated at least annually or as new information becomes available. As reclamation work is performed or liabilities are otherwise settled, the recorded amount of the liability will be reduced.
Future reclamation expenditures are difficult to estimate in many circumstances due to the early stage nature of the exploration project, the uncertainties associated with defining the nature and extent of environmental disturbance, the application of laws and regulations by regulatory authorities and changes in reclamation technology. Changes in estimates are reflected in the consolidated statement of operations in the period an estimate is revised.
IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued)
Per share amounts - Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding. In computing diluted earnings per share, the weighted average number of shares outstanding is adjusted to reflect the effect of potentially dilutive securities, such as stock options and warrants. Potentially dilutive shares are excluded from the calculation when their inclusion would be anti-dilutive, such as periods when a net loss is reported or when the exercise price of the instrument exceeds its fair market value. At December 31, 2014 and 2013, 76,154,857 and 58,879,025 stock options and warrants were outstanding, respectively, but were not considered in the computation of diluted earnings per share as their inclusion would be anti- dilutive.
Stock-based compensation - Stock-based compensation awards are recognized in the financial statements based on the grant date fair value of the award which is estimated using the Binomial Lattice option pricing model. The Company believes that this model provides the best estimate of fair value due to its ability to incorporate inputs that change over time, such as volatility and interest rates, and to allow for the actual exercise behavior of option holders. The compensation cost is recognized over the requisite service period which is generally equal to the vesting period. Upon exercise, shares issued will be newly issued shares from authorized common stock.
The fair value of performance-based stock option grants is determined on their grant date through use of the Binomial Lattice option pricing model. The total value of the award is recognized over the requisite service period only if management has determined that achievement of the performance condition is probable. The requisite service period is based on management’s estimate of when the performance condition will be met. Changes in the requisite service period or the estimated probability of achievement can materially affect the amount of stock-based compensation recognized in the financial statements.
The fair value of market-based stock option grants is determined on their grant date through use of an option pricing model which uses a combination of Monte Carlo simulation and a Trinomial Lattice function. The requisite service period for market-based awards is derived from the model. Achievement of the market condition earlier than estimated can materially affect the amount of stock- based compensation recognized in the financial statements.
Income taxes - The Company follows the liability method of accounting for income taxes. This method recognizes certain temporary differences between the financial reporting basis of liabilities and assets and the related income tax basis for such liabilities and assets. This method generates either a net deferred income tax liability or asset as measured by the statutory tax rates in effect. The effect of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company records a valuation allowance against any portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized.
For acquired properties that do not constitute a business, a deferred income tax liability is recorded on GAAP basis over income tax basis using statutory federal and state rates. The resulting estimated future income tax liability associated with the temporary difference between the acquisition consideration and the tax basis is reflected as an increase in the total purchase price which is then applied to the underlying acquired assets in the absence of there being a goodwill component associated with the acquisition transactions.
IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued)
Recent accounting standards - From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. The Company has evaluated all the recent accounting pronouncements and unless otherwise discussed, believes they will not have a material effect on the financial statements.
In November 2014, the FASB issued Accounting Standard Update (“ASU”) 2014-16, Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. The ASU clarifies how current guidance should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. Specifically, the amendments clarify that an entity should consider all relevant terms and features, including the embedded derivative feature being evaluated for bifurcation, in evaluating the nature of a host contract. The ASU is effective for fiscal years and interim periods beginning after December 15, 2015. The Company is currently assessing the impact, if any, of implementing this guidance on its consolidated financial position, results of operations or cash flows.
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern. The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Adoption of the new guidance is not expected to have an impact on the consolidated financial position, results of operations or cash flows.
In June 2014, the FASB issued ASU 2014-12, Compensation - Stock Compensation - Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which is effective for financial statements issued for interim and annual periods beginning on or after December 15, 2015. The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and should not be reflected in the estimate of the grant-date fair value of the award. Adoption of the new guidance is not expected to have an impact on the consolidated financial position, results of operations or cash flows.
In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915) Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. This ASU does the following among other things: a) eliminates the requirement to present inception-to-date information on the statements of income, cash flows, and shareholders’ equity, b) eliminates the need to label the financial statements as those of a development stage entity, c) eliminates the need to disclose a description of the development stage activities in which the entity is engaged, and d) amends FASB ASC 275, Risks and Uncertainties, to clarify that information on risks and uncertainties for entities that have not commenced planned principal operations is required. The amendments in ASU No. 2014-10 are effective for public companies for annual and interim reporting periods beginning after December 15, 2014. Early adoption is permitted. The Company has elected early adoption of the new standard applied retrospectively. Adoption of the new guidance had no impact on the consolidated financial position, results of operations or cash flows.
IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
Depreciation expense was $943,248 and $934,518 for the years ended December 31, 2014 and 2013, respectively.
3. MINERAL PROPERTIES
Columbus Project - On February 20, 2008, the Company, through its wholly-owned subsidiary CMI, acquired a 100% interest in the Columbus Project, including an option for additional mining claims, by way of merger with the owner of the Columbus Project, Columbus Brine Inc. (“CBI”). Prior to the merger, the Company held a 15% interest in the Columbus Project by satisfying its option agreement requirements. The Company believes that the acquisition of the Columbus Project was beneficial because it provides for 100% ownership of the properties and fosters greater opportunity to finance and further develop the project. This merger was treated as a statutory merger for tax purposes whereby CMI was the surviving merger entity.
Under the terms of the Merger Agreement, the Company issued an aggregate of 10,440,087 shares of its common stock and 5,220,059 share purchase warrants to the former shareholders of CBI. All of the purchase warrants expired on February 20, 2013.
The Company determined that the acquisition of the Columbus Project did not constitute an acquisition of a business and therefore the Company recorded the acquisition as a purchase of assets.
The purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values at the date of acquisition. The purchase price allocated to the real properties was based on fair market values determined using an independent real estate appraisal firm (Arden Salvage Company), and the fair value of the remaining assets acquired and liabilities assumed were based on management’s best estimates taking into account all available information at the time. The fair value of warrants was calculated using the Binomial Lattice pricing model.
Pursuant to the original option assignment agreement, as amended August 8, 2007, the Company granted and continues to have a 5% net smelter return royalty to NMC, one of the principal stockholders of the Company.
IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. MINERAL PROPERTIES (continued)
The following table reflects the recorded purchase consideration for the Columbus Project:
The following table reflects the components of the Columbus Project:
On August 31, 2014, the Company elected not to renew 51% of the acquired mining claims by declining to pay the Bureau of Land Management (“BLM”) maintenance fees for the abandoned claims. A loss of $16,136,105 was recognized during the year ended December 31, 2014.
DDB Claims - The Company had a lease agreement for mining claims with the DDB Syndicate. Douglas D.G. Birnie, the Company’s CEO, is the indirect owner of a 1/8 interest in the DDB Syndicate, as is Lawrence E. Chizmar, a former member of our Board of Directors and a former director of CBI. The remaining members of the DDB Syndicate are made up of former officers and directors, and relatives of former officers and directors, of CBI, and affiliates of NMC. The DDB Claims were located in 2007, prior to Mr. Birnie’s, NMC’s, or Mr. Chizmar’s involvement with the Company.
The mining lease agreement provided the Company with an option to purchase the DDB Claims. On November 20, 2012, the Company exercised its option to purchase the DDB Claims for a purchase price of $180,080. On August 31, 2014, the Company elected not to renew 61% of the DDB claims by declining to pay the BLM maintenance fees for the abandoned claims. A loss of $109,849 was recognized during the year ended December 31, 2014.
IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. MINERAL PROPERTIES (continued)
Red Mountain Project - On July 20, 2011, the Company entered into an Amended and Restated Option Agreement (the “Amendment”) on the Red Mountain Project. On August 27, 2014, the Company entered into a termination and mutual release agreement terminating the Amendment. Under the termination agreement, the Company made a one-time cash payment of $50,000 and both parties mutually agreed to release and discharge each other from any past, present or future claims with respect to the Amendment.
Reclamation bonds - The Company maintains required reclamation bonding with the BLM. Reclamation bonding consists of cash bonding held with the BLM and restricted investments held by the Company. Restricted investments consist of U.S. Treasury Notes and certificates of deposit. At December 31, 2014 and 2013 obligations under cash bonding amounted to $39,719 and $39,719, respectively. At December 31, 2014 and 2013, restricted investments amounted to $1,089,753 and $1,175,725, respectively, and exceeded bonding requirements by $10,368 and $25,725, respectively. The Company anticipates using the excess amount for future collateral requirements.
The following is a summary of restricted investments held for reclamation bonds:
IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. MINERAL PROPERTIES (continued)
Unrealized gains and losses on available-for-sale securities are included as a component of other comprehensive income. Unrealized losses were $11,220 and $11,669 for the years ended December 31, 2014 and 2013, respectively.
The US Treasury Notes mature in July 2015. The Company has two certificates of deposit maturing in April 2016 and June 2015, respectively. Each certificate is set up for automatic renewal for one year periods until the Company or the financial institution elect not to renew.
Asset Retirement Obligation - The asset retirement obligation relates to the Columbus Project and amounted to $672,338 as of December 31, 2014 and 2013, respectively. For the years ended December 31, 2014 and 2013, the estimated costs were discounted using credit adjusted risk-free rates of 4.31% and 4.27%, respectively, and inflation rates of 3.21% and 3.91%, respectively.
4. DERIVATIVE WARRANT LIABILITY
As further discussed in Note 5, the Company issued 14,200,000 Special Warrants at a price of $0.20 during the first quarter of 2014. The Special Warrants may be converted, at no additional cost to the holder, on a 1:1 basis into units 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.
The Special Warrants have anti-dilution provisions, including the provision for the holders to participate in subsequent equity financings at no additional cost by converting the Special Warrants into shares or units offered in a subsequent equity financing for a total subscription price equal to the total subscription price paid for the Special Warrants.
The Company determined that the anti-dilution provision shields the Special Warrant holders from the dilutive effects of subsequent equity financings and therefore the economic characteristics and risks of the Special Warrants are not clearly and closely related to the Company’s common stock. Accordingly, the Special Warrants are treated as a derivative liability and are carried at fair value.
The following table sets forth the changes in the fair value of the derivative liability for the year ended December 31, 2014:
IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. DERIVATIVE WARRANT LIABILITY (continued)
The Company estimates the fair value of the derivative liability by using the Binomial Lattice pricing- model, with the following assumptions used for the year ended December 31, 2014:
The expected volatility is based on the historical volatility levels on the Company’s common stock. The risk-free interest rate is based on the implied yield available on US Treasury zero-coupon issues over equivalent lives of the warrants. The expected life is impacted by all of the underlying assumptions and calibration of the Company’s model. Significant increases or decreases in inputs would result in a significantly lower or higher fair value measurement.
5. STOCKHOLDERS’ EQUITY
During the year ended December 31, 2014, stockholders’ equity activity consisted of the following:
Issuance of Common Stock - During the year ended December 31, 2014, the Company issued 2,700,000 shares of common stock from the exercise of Special Warrants and 180,000 shares of common stock from the exercise of stock options for aggregate gross proceeds of $9,000.
Private Placement - On August 15, 2014, the Company completed the sale of 1,333,333 units (each a “Unit”) to NMC. The sale of the Units was made pursuant to a subscription agreement entered into on March 25, 2014 whereby NMC agreed to purchase Units for an aggregate purchase price of $300,000 on or before August 15, 2014. The per Unit purchase price of $0.225 was determined as the greater of the average closing price for the Company’s common stock over the ten trading days prior to completion of the sale and $0.20 per Unit. Each Unit consists of one share of the Company’s common stock and one warrant to purchase an additional share of common stock at $0.45 per share, expiring March 29, 2019.
U.S. Special Warrant Offering - On March 24, 2014, the board of directors approved the sale of 25,050,000 Special Warrants.
On March 24, 2014, the Company entered into subscription agreements with certain accredited investors pursuant to which the Company agreed to sell 12,525,000 Special Warrants at a price of $0.20 per Special Warrant for gross proceeds of $2,505,000. On March 28, 2014 the Company entered into subscription agreements with certain accredited investors pursuant to which the Company agreed to sell 1,675,000 Special Warrants at a price of $0.20 per Special Warrant for gross proceeds of $335,000.
IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. STOCKHOLDERS’ EQUITY (continued)
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 or the date that is one month after the Company completes a Qualified Financing. A Qualified Financing is defined as any transaction or number of transactions involving the sale of the Company’s common stock or common stock and other securities convertible into common stock (“Common Stock Equivalents”) for total gross proceeds of $7,000,000 or more.
Total fees related to these financings amounted to $20,610.
Warrant Amendments - During the year ended December 31, 2014, the Company’s Board of Directors unilaterally determined, without any negotiations with the warrant holders, to amend certain warrants by extending their expiration dates. In all other respects, the terms and conditions of the extended warrants remain the same.
Warrant modifications occurred on January 15, 2014, April 28, 2014, May 5, 2014, July 17, 2014 and December 22, 2014. On December 22, 2014, the Company extended 34,641,926 warrants issued in connection with the 2007, 2009, 2010, 2011 and certain 2012 private placements offerings and 4,800,000 warrants issued to consultants in 2009, 2010 and 2011. The expiration dates of all of the warrants were extended to December 31, 2015.
The Company calculated the fair values of the warrant modifications using the Binomial Lattice model with the following assumptions and outputs:
IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. STOCKHOLDERS’ EQUITY (continued)
During the year ended December 31, 2013, stockholders’ equity activity consisted of the following:
Issuance of Common Stock - During the year ended December 31, 2013, the Company issued 500,000 shares of common stock from the exercise of stock options for aggregate gross proceeds of $25,000.
Warrant Amendments - During the year ended December 31, 2013, the Company’s Board of Directors unilaterally determined, without any negotiations with the warrant holders, to amend certain warrants by extending their expiration dates. In all other respects, the terms and conditions of the extended warrants remain the same.
Warrant modifications occurred on May 30, 2013 and November 26, 2013. On November 26, 2013, the Company extended private placement warrants in connection with the 2007, 2009 and 2010 private placement offerings, and certain additional warrants issued to consultants in 2009 and 2010 (collectively, the “Expiring Warrants”). The expiration date of the warrants was extended to January 15, 2014. In all other respects, the terms and conditions of the Expiring Warrants remain the same.
The Company calculated the fair values of the warrants using the Binomial Lattice model with the following assumptions and outputs:
The fair values of the warrants on May 30, 2013 and on November 26, 2013 were calculated at $83,925 and zero, respectively.
Private Placement and Acquisition Warrants - A summary of warrant activity for the years ended December 31, 2014 and 2013 was as follows:
The exercise price of the Special Warrants has been paid by the investors. Upon conversion of the Special Warrants, the holders receive one warrant exercisable at $0.40. During the year ended December 31, 2014, 2,700,000 of the Special Warrants were exercised. At December 31, 2014, 11,500,000 Special Warrants were outstanding.
IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. STOCK-BASED COMPENSATION
Stock-based compensation includes grants of stock options and purchase warrants to eligible directors, employees and consultants as determined by the Board of Directors.
Stock option plans - On March 27, 2007, the Board of Directors adopted the 2007 Stock Incentive Plan (the “Plan”). Under the terms of the Plan, options to purchase up to 6,000,000 shares of the common stock, subject to an increase each quarter equal to 15% of the increase in the total number of outstanding shares during the previous quarter, may be granted to officers, directors, employees and eligible consultants. As of December 31, 2014, the Company had granted 13,996,916 options under the Plan with a weighted average exercise price of $0.49 per option. As of December 31, 2014, 12,254,697 options were outstanding.
Stock warrants - Upon approval of the Board of Directors, the Company grants stock warrants to consultants for services performed.
Valuation of awards - At December 31, 2014, the Company had options outstanding that vest on three different types of vesting schedules:
1. Service-based;
2. Performance-based; and
3. Market-based.
For service-based and performance-based stock option grants the Company utilizes the Binomial Lattice pricing model to estimate the fair values of options and warrants granted in exchange for services. For market-based stock option grants the Company utilizes a combination of a Monte Carlo simulation and a Trinomial Lattice function to estimate the fair values of options in exchange for services. The Company used the following assumptions to estimate the fair values of the options granted for the years ended December 31, 2014 and 2013:
Inputs used in these models are determined as follows:
1. The expected life represents the weighted-average period the awards are expected to remain outstanding and is a derived output of the option pricing models. The expected life is impacted by all of the underlying assumptions and calibration of the Company’s models.
2. The requisite service period for market-based stock option awards is a derived output of the hybrid Monte Carlo-Trinomial Lattice model.
3. Volatility is based on the average historical volatility levels of a representative peer group.
4. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero- coupon issues over the equivalent contractual lives of the options.
IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. STOCK-BASED COMPENSATION (continued)
During the year ended December 31, 2014, the Company stock based awards as follows:
a) On December 22, 2014, the Company extended the expiration date of 50,000 stock options issued to a director. The expiration date was extended from December 30, 2014 to June 29, 2015. All other terms were unchanged. The modification did not result in any additional expense.
b) On September 11, 2014, the Company granted non-qualified stock options to certain employees under the Plan for an aggregate of 130,000 shares of common stock at an exercise price of $0.24 per option. The options vest upon completion of defined events and milestones. The options expire on the fifth anniversary of the date that they vest, but in no event later than the tenth anniversary of the agreement. Each of the options will automatically vest and become exercisable upon the occurrence of a change in control.
c) On January 17, 2014, the Company granted non-qualified stock options to certain executive officers under the Plan for an aggregate of 325,000 shares of common stock at an exercise price of $0.28 per option. The options vest upon completion of defined events and milestones. The options expire on the fifth anniversary of the date that they vest, but in no event later than the tenth anniversary of the agreement. Each of the options will automatically vest and become exercisable upon the occurrence of a change in control.
d) On January 17, 2014, the Company granted non-qualified stock options to certain executive officers under the Plan for an aggregate of 325,000 shares of common stock at an exercise price of $0.28 per option. The options vest upon the Company’s stock price achieving defined targets. The options expire on the fifth anniversary of the date that they vest, but in no event later than the tenth anniversary of the agreement. Each of the options will automatically vest and become exercisable upon the occurrence of a change in control.
e) On January 17, 2014, the Company granted non-qualified stock options to the Company’s independent directors and certain executive officers under the Plan for an aggregate of 1,250,000 shares of common stock at an exercise price of $0.28 per option. The options vest 25% each on March 31, 2014, June 30, 2014, September 30, 2014 and December 31, 2014. The options expire on the fifth anniversary of the date that they vest. The options will automatically vest and become exercisable upon the occurrence of a change in control.
During the year ended December 31, 2013, the Company stock based awards as follows:
a) On April 16, 2013, the Company granted non-qualified stock options to an independent director upon his appointment to the Board of Directors. The options were granted under the Plan for 225,000 shares of common stock at an exercise price of $0.41 per option. The options vest 75,000 each on June 30, 2013, September 30, 2013 and December 31, 2013. The options expire on the fifth anniversary of the date that they vest.
b) On February 15, 2013, the Company granted non-qualified stock options to certain executive officers under the Plan for an aggregate of 325,000 shares of common stock at an exercise price of $0.57 per option. The options vest upon completion of defined events and milestones. The options expire on the fifth anniversary of the date that they vest, but in no event later than the tenth anniversary of the agreement. Each of the options will automatically vest and become exercisable upon the occurrence of a change in control.
IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. STOCK-BASED COMPENSATION (continued)
c) On February 15, 2013, the Company granted non-qualified stock options to certain executive officers under the Plan for an aggregate of 325,000 shares of common stock at an exercise price of $0.57 per option. The options vest upon the Company’s stock price achieving defined targets. The options expire on the fifth anniversary of the date that they vest, but in no event later than the tenth anniversary of the agreement. Each of the options will automatically vest and become exercisable upon the occurrence of a change in control.
d) On February 15, 2013, the Company granted non-qualified stock options to the Company’s independent director and certain executive officers under the Plan for an aggregate of 950,000 shares of common stock at an exercise price of $0.57 per option. The options vest 25% each on March 31, 2013, June 30, 2013, September 30, 2013 and December 31, 2013. The options expire on the fifth anniversary of the date that they vest. The options will automatically vest and become exercisable upon the occurrence of a change in control.
The total expense related to the granting, vesting and modifying stock-based compensation awards was $297,079 and $778,213 for the years ended December 31, 2014 and 2013, respectively. Such expenses are included in general and administrative expense and mineral exploration and evaluation expense.
For the year ended December 31, 2014, the Company received $9,000 from the exercise of stock options; the related tax benefit was $11,900 and the intrinsic value was $34,000. For the year ended December 31, 2013, the Company received $25,000 from the exercise of stock options; the related tax benefit was $34,300 and the intrinsic value was $98,000.
The following table summarizes the Company’s stock-based compensation activity for the years ended December 31, 2014 and 2013:
Aggregate intrinsic value represents the value of the Company’s closing stock price on the last trading day of the year ended in excess of the weighted-average exercise price multiplied by the number of options outstanding or exercisable.
IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. STOCK-BASED COMPENSATION (continued)
The following table summarizes the changes of the Company’s stock-based compensation awards subject to vesting for the year ended December 31, 2014:
For the year ended December 31, 2014, the total fair value of options vested was $127,050. As of December 31, 2014, there was $60,597 of total unrecognized compensation cost related to unvested stock-based compensation awards. The weighted average period over which this cost will be recognized was 1.35 years as of December 31, 2014.
IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. INCOME TAXES
The Company is a Nevada corporation and is subject to federal income taxes. Nevada does not impose a corporate income tax.
Significant components of the Company’s net deferred income tax assets and liabilities at December 31, 2014 and 2013 were as follows:
A valuation allowance was established for deferred tax assets related to certain option compensation, asset retirement obligations and net operating loss carryforwards due to the uncertainty of realizing these deferred tax assets based on conditions existing at December 31, 2014 and 2013, respectively.
The realizability of deferred tax assets are reviewed at each balance sheet date. The majority of the Company’s deferred tax liabilities are depletable. Such depletion will begin with the processing of mineralized material once production has commenced. Therefore, the deferred tax liabilities will reverse in similar time periods as the deferred tax assets. The Company assesses both positive and negative evidence to determine whether it is more likely than not that such reversal will occur to realize the deferred tax assets prior to their exploration. The reversal of the deferred tax liabilities is sufficient to support the net deferred tax assets.
The acquisition related liabilities are a result of the estimated future federal income tax liability associated with the temporary difference between the acquisition consideration and the tax basis. The deferred tax liabilities were reflected as an increase to the total purchase price which has been applied to the underlying mineral and Columbus project assets in the absence of there being a goodwill component associated with the acquisition transactions.
IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. INCOME TAXES (continued)
A reconciliation of the tax provision for the years ended December 31, 2014 and 2013 at US federal tax rates to the actual tax provision recorded in the financial statements consisted of the following components:
The Company had cumulative net operating losses of $34,092,097 as of December 31, 2014 for federal income tax purposes. Cumulative net operating losses from December 31, 2006 and previous years are effectively nil due to the annual limitation imposed by the Internal Revenue Code of 1986 as a result of the ownership percentage change limitations. The net operating loss carryforwards will expire between 2027 and 2034.
The Company and its subsidiary file income tax returns in the United States. These tax returns are subject to examination by taxation authorities provided the years remain open under the relevant statutes of limitations, which may result in the payment of income taxes and/or a decrease in the net operating losses available for carryforwards. The Company has losses from inception to date, and thus all years remain open for examination. While the Company believes that its tax filings do not include uncertain tax positions, the results of potential examinations or the effect of changes in tax law cannot be ascertained at this time. The Company currently has no tax years under examination.
IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. COMMITMENTS AND CONTINGENCIES
Lease obligations - The Company rents office space under an operating lease agreement. The lease expires in August 2017 and provides an option to renew the lease for an additional four years. In the normal course of business, it is expected that this lease will be renewed or replaced by a lease of a similar property.
The lease provides for increases in future annual rental payments of 4% per year. Under the lease agreement, the Company is also required to pay monthly operating expenses of approximately $748.
The Company has a sublease agreement with a related party as further discussed in Note 11. The following table represents future base rent payments, sublease income and the net lease commitment for each of the years ending December 31,
Rental expense for office space, including common area maintenance fees, were $60,049 and $72,361 for the years ended December 31, 2014 and 2013, respectively. As further discussed in Note 11, for the year ended December 31, 2013, rent expense reimbursements were paid to DOSA Consulting, LLC (“DOSA”) which is a consulting firm owned by the Company’s CEO.
Columbus Project - Pursuant to the option assignment agreement dated March 30, 2007, as amended August 8, 2007, the Company granted a 5% net smelter return royalty to NMC, one of the principal stockholders of the Company. The Columbus Project is further discussed in Note 3.
Stand-by letter of credit - A financial institution has issued a stand-by letter of credit to the BLM for up to $100,000 on behalf of the Company. The stand-by letter of credit was issued to guarantee the Company’s compliance with reclamation bonding requirements. The letter of credit expires on June 24, 2015 and will be automatically renewed for one year periods unless either party elects not to renew. The Company is required to maintain a $100,000 certificate of deposit with the financial institution which is included in “restricted investments held for reclamation bonds” on the balance sheet. The Company is also required to pay an annual fee of 2% of the total value of the letter of credit. As of December 31, 2014, no draws have been made on the letter of credit.
IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. COMMITMENTS AND CONTINGENCIES (continued)
Consultant bonus - In April 2012, the Company entered into an Agreement for Services (the “Agreement”) with a consulting firm. The Company agreed to pay the firm at their standard rates in exchange for services provided. In addition, the Company agreed to pay bonuses to the firm upon completion of milestones as defined in the Agreement. The bonuses consist of cash payments up to $400,000 and issuance of up to 3,000,000 warrants at a price of $0.90 per share and expiring March 31, 2017. The Agreement does not contain any performance commitments; therefore, the fair value of the warrants will be measured and recognized on the dates that the milestones are reached. As of December 31, 2014, no milestones have been reached for which a bonus was due or paid.
Registration Rights Agreement - In connection with the November 30, 2012 private placement, the Company entered into a Registration Rights Agreement (“RRA”) with the purchasers. Pursuant to the RRA, the Company agreed to certain demand registration rights. These rights include the requirement that the Company file certain registration statements within a specified time period and to have these registration statements declared effective within a specified time period. If the registration statement is not effective six months after the closing date, the warrants may be exercised by means of a cashless exercise. If the Company is not able to comply with these registration requirements, the Company will be required to pay cash penalties equal to 1.0% of the subscription proceeds on the date of such failure, and each month thereafter, up to a maximum of 6% of the subscription proceeds. The maximum potential penalty amounts to $346,979. As of December 31, 2014, the Company has incurred cumulative penalties of $5,757.
9. CONCENTRATIONS
Concentration of activity - The Company currently utilizes a metallurgical consulting firm to perform significant portions of its exploration work programs. A change in the lead metallurgical consulting firm could cause a delay in the progress of the Company’s exploration programs and would cause the Company to incur significant transition expense and may affect operating results adversely.
10. OTHER COMPREHENSIVE LOSS
The tax effects of each component of comprehensive loss for the years ended December 31, 2014 and 2013 were as follows:
IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11. RELATED PARTY TRANSACTIONS
DOSA - DOSA is a consulting firm owned by the Company’s CEO. Prior to September 2013, DOSA provided the Company with use of its employees and office space. Fees for these services amounted to $11,000 for the year ended December 31, 2013. Services provided by NMC are coordinated for the Company by DOSA. No management fees are billed to the Company for these services. Details of these transactions are provided below. The CEO’s salary and reimbursable expenses are also paid to DOSA.
NMC - NMC is the Company’s largest shareholder. NMC and its affiliates own approximately 28.2% of the Company’s outstanding common stock and is the Company’s lead consultant on technical exploration matters.
The following table provides details of transactions between the Company and NMC for the years ended December 31, 2014 and 2013.
At December 31, 2014 and 2013, the Company owed DOSA $237,551 and $38,160, respectively, for NMC fees and reimbursements. Additionally, for the year ended December 31, 2014, NMC paid the Company $250,000 for use of onsite laboratory facilities and personnel for the months of November and December 2014.
Pursuant to an option assignment agreement related to the Columbus project, the Company granted a 5% net smelter return royalty to NMC as further discussed in Note 3.
McNeil Consulting Group, LLC (“MCG”) - MCG is a consulting firm owned by an affiliate of NMC. Prior to December 15, 2013, MCG provided the Company with management advisory services. The Company incurred total fees to MCG of $57,500 during the year ended December 31, 2013.
Searchlight Minerals Corp. (“SMC”) - The Company leases corporate office space under a sublease agreement to SMC. NMC is a shareholder in both the Company and SMC. Additionally, the Company’s CFO, Treasurer and director is also a director of SMC and one of the Company’s consultants is an officer and director of SMC. The sublease agreement was effective September 1, 2013, is for a two year period and requires monthly payments of $2,819 for the first year and $1,667 thereafter. Total rent income earned under this sublease agreement was $29,220 and $11,276 for the years ended December 31 2014, and 2013 respectively. No amounts were due from SMC as of December 31, 2014 or 2013.
Former officers - Due to related parties includes amounts due to former officers of the Company. At December 31, 2014 and 2013, the remaining amount of due to related parties was $23,290, respectively.
IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12. SUBSEQUENT EVENT
Stock Option Extension - On February 25, 2015, the Company’s Board of Directors unilaterally determined to amend 650,531 stock options by extending their expiration dates. The options were granted at various dates between March 8, 2010 and December 29, 2014 and have a weighted average exercise price of $0.64 per share. The expiration dates of all of the options were extended to December 31, 2015. In all other respects, the terms and conditions of the extended options remain the same.
Special Warrant Financing - On March 4, 2015, the Company accepted subscriptions from certain accredited investors pursuant to which the Company agreed to sell 1,975,000 Special Warrants at a price of $0.20 per special Warrant for aggregate gross proceeds of $395,000. On March 24, 2015, the Company accepted subscriptions from certain accredited investors pursuant to which the Company agreed to sell 16,675,000 Special Warrants at a price of $0.20 per special Warrant for aggregate gross proceeds of $3,335,000.
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 February 28, 2020. 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 February 28, 2016 or 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.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
We carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of December 31, 2014 (the “Evaluation Date”). This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the Evaluation Date.
Management's Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.
Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with United States generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was effective as of the Evaluation Date.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.
Changes in Internal Control Over Financial Reporting
As of the Evaluation Date, there were no changes in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2014 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls and Procedures
Our management, including our Chief Executive Officer and the Chief Financial Officer, do not expect that the our controls and procedures will prevent all potential error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
ITEM 9B.
ITEM 9B. OTHER INFORMATION.
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Directors and Executive Officers
Douglas D.G. Birnie. Mr. Birnie was appointed as our Chief Executive Officer, President and a member of our Board on June 29, 2007. Mr. Birnie was also appointed as our Secretary on March 30, 2007. Mr. Birnie was appointed as our President and Secretary, and as one of our directors pursuant to the terms of our assignment agreement with Nanominerals. Mr. Birnie graduated with a Bachelor of Commerce degree from the University of British Columbia in 1994. In 1995, Mr. Birnie was a founder of Columbus Group Communications Inc., a privately held internet solutions company. In 1998, Mr. Birnie received the Ernst and Young Entrepreneur of the Year award and the Business Development Bank of Canada Young Entrepreneur of the Year Award. During his tenure at Columbus Group, Mr. Birnie held the positions of CFO and COO until the company was acquired by TELUS Corp. in 2001. Mr. Birnie continued to work for TELUS Corp. as Director - Strategic Planning with the e.Solutions department until 2003.
Robert D. McDougal. Mr. McDougal was appointed as our Chief Financial Officer on March 30, 2007 and has served as a member of our Board since December 14, 2007. Mr. McDougal was also appointed as our Treasurer on January 23, 2008. Mr. McDougal was appointed as our Chief Financial Officer pursuant to the terms of our assignment agreement with Nanominerals. Mr. McDougal is a Certified Public Accountant. He began practicing public accounting in 1973 and established his own practice in 1981. The majority of his practice is focused on mining and mining related clients including public companies, private companies’ partnerships and individuals. Mr. McDougal was a Director and Officer of GEXA Gold Corporation, a publicly traded mining company, from 1985 to 2001. Mr. McDougal was one of the founders of Millennium Mining Corporation, which was subsequently merged into Gold Summit Corporation, a publicly traded company. He is the managing partner of GM Squared, LLC, which holds numerous mining claims. He served on the Nevada Society of Certified Public Accountants Committee on Natural Resources for seven years, four years as chairman. Prior to this time Mr. McDougal spent 20 years in the United States Air Force, retiring with the rank of Major. Mr. McDougal is currently a member of the Board of Directors of Searchlight Minerals Corp.
David Z. Strickler, Jr. Mr. Strickler was appointed as our Vice President of Finance and Administration on March 8, 2010. Mr. Strickler has worked in the construction and real estate industries for 15 years with expertise in both finance and operations. During the last 8 years, he served as the Executive VP Finance for a leading luxury homebuilder in Las Vegas, with operations involving between 80 and 120 employees. In addition, he owned and operated an accounting services business and was an owner of a snowboard manufacturing business. Mr. Strickler has a bachelor's degree in Accounting and an MBA, with a concentration in Finance from the Pennsylvania State University.
Mark H. Brennan. Mr. Brennan was appointed as a member of our Board on June 24, 2009. Mr. Brennan has served as the president of his own consulting firm, the Brennan Consulting Group, through which he has managed a number of long-term, multi-year management and operations consulting engagements in various business sectors. In addition to his ongoing management consulting practice, Mr. Brennan has also founded and operated a number of private companies beginning in the early 1990’s. Mr. Brennan is the founding chairman of the Vegas Valley Angels, a non-profit organization of accredited investors whose purpose is to search out, invest in, mentor and foster the development of new and developing companies located in the southwestern United States. Mr. Brennan is also an active member of the board of advisors for both the Nevada Center for Entrepreneurship and Technology (NCET) and the University of Nevada Las Vegas Center for Entrepreneurship. Mr. Brennan holds an MBA from the Harvard Business School and a MA in Management from National University. Early in Mr. Brennan’s career he served his country for eight years as a fighter pilot and instructor pilot with the United States Air Force after earning his BS degree from the United States Air Force Academy.
Steven A. Klein. Mr. Klein was appointed as a member of our Board on April 16, 2013. Mr. Klein began his career as a corporate tax lawyer at Skadden Arps in New York before leaving in 1992 to co-found Apple Core Hotels, a developer-owner-operator of several hotels in midtown Manhattan, where he continues to serve as CEO. Mr. Klein is also currently the CEO of Apple Core Holdings, which he co-founded in 1995. Apple Core Holdings is an opportunistically oriented, private investment firm which has backed a diversified portfolio of businesses including technology companies such as Register.com, bio-tech companies like Brainsway and Cornado Biosciences, hedge funds such as Bengal Capital and Rion Capital, event spaces including the iconic Gotham Hall, and private equity shops such as Abundance Ventures. Since December 2009, Mr. Klein has also been a director of CNC Development Ltd., a BVI company that currently trades on the Pinks Sheets. Mr. Klein has also written, directed and produced for both film and theater including producing the film Passing Strange in 2009 together with Spike Lee, which Mr. Lee also directed. Mr. Klein received his LLM in Tax Law from NYU Law School and his JD, Magna Cum Laude, from Boston University Law School.
TERMS OF OFFICE
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our officers are appointed by our Board and hold office until removed by the Board.
SIGNIFICANT EMPLOYEES AND CONSULTANTS
Nanominerals Corp. Nanominerals Corp. (“Nanominerals”) is a private company controlled by its sole officer and director Dr. Charles A. Ager. Nanominerals is our largest shareholder and acts as a consultant to us on technical exploration and financial matters. In addition, Nanominerals owns a 5% royalty interest on any net smelter returns from either the Columbus Project.
Dr. Ager is an accomplished geophysical engineer with over forty years’ experience in the mining industry, combining an extensive academic background with international business development experience in the founding of several successful mining enterprises.Dr. Ager earned a PhD in Geophysics and a Master of Science (M.Sc) in Geophysics from the University of British Columbia. Dr. Ager attended California State University in Sacramento, California for his Bachelor of Arts in Math/Physics. He graduated with honors in 1968.
Throughout his career, Dr. Ager has been a trailblazer in the mining industry. Dr. Ager has discovered and/or participated in the discovery of numerous metal deposits throughout Canada and the United States. He is also the developer and owner of a number of patents and intellectual property rights for technological innovations in the mining field. Through Nanominerals, Dr. Ager developed ways of using nanotechnology to discover several precious metal deposits. Dr. Ager is also responsible for inventing the satellite/electron microscope technology that has led to the identification of a new class of gold deposits in the Southwestern United States. Some of the mineral deposits that Dr. Ager was critically involved in as either developer or discoverer include the Jamestown Gold Deposit & Mine in the Mother Lode District in Jamestown, California; the Glendale Gold Deposits in the N. Glendale Basin in Clark County, Nevada; the Eldorado Gold Deposit in the Eldorado Valley in Clark County, Nevada; the Pine Tree Gold Deposit in the Mother Lode District in Mariposa County, California; and the Rich Gulch Gold Deposit in the Mother Lode District in Plumas County, California.
Our President and Chief Executive Officer, Douglas D.G. Birnie, owns a 3.5% interest in Nanominerals.
AUDIT COMMITTEE
Our audit committee is composed of Mark H. Brennan, Steven A. Klein, and Robert D. McDougal. Mr. Brennan, Mr. Klein and Mr. McDougal are “audit committee financial experts” as defined by the applicable rules of the SEC. Mr. Brennan and Mr. Klein are currently the sole independent members of our audit committee. Mr. McDougal is not independent as he also acts as our Chief Financial Officer and Treasurer.
CODE OF ETHICS
We adopted a Code of Ethics applicable to our officers and directors which is a "code of ethics" as defined by applicable rules of the SEC. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our Chief Executive Officer, Chief Financial Officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a current report on Form 8-K filed with the SEC. A copy of our Code of Ethics was attached as an exhibit to our Annual Report filed with the SEC on September 28, 2004.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of a registered class of our securities (“Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulations to furnish us with copies of all forms they file pursuant to Section 16(a). Based solely on our review of such reports received by the Company, the Company has determined that the following persons have failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act:
Name and Principal Position Number of Late
Insider Reports Transactions Not
Timely Reported Known Failures to File
a Required Form
Nanominerals Corp.
10% Holder One One None
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
COMPENSATION TO EXECUTIVE OFFICERS
The following table sets forth the total compensation paid or accrued to our named executive officers, as that term is defined in Item 402(m)(2) of Regulation S-K during our last two completed fiscal years.
Notes:
(1)
Represents consulting fees paid or accrued to a limited liability company, of which Mr. Birnie is the sole member, for services provided by Mr. Birnie as an executive officer and director of Ireland. The consulting fees are currently being deferred until such time that the Company has sufficient funds.
(2)
On January 17, 2014, Mr. Birnie was granted options to purchase an aggregate of 600,000 shares of our common stock at an exercise price of $0.28 per share, expiring 5 years after the vesting date as described below. 150,000 options will vest and become exercisable upon our completion of 10 successful pilot plant metal extraction tests of 5 tons of head material each. A further 150,000 options will vest and become exercisable on the first date after the closing price for our common stock (as quoted by the principal market or exchange on which such shares trade) exceeds $1.00 per share for 20 consecutive trading days. The remaining 300,000 options vested in increments of 75,000 options on each of March 31, June 30, September 30 and December 30, of 2014. All 600,000 options will immediately vest and become exercisable upon a change in control of the Company.
On February 15, 2013, Mr. Birnie was granted options to purchase an aggregate of 600,000 shares of our common stock at an exercise price of $0.57 per share, expiring 5 years after the vesting date as described below. 150,000 options will vest and become exercisable upon our completion of 10 successful gold extraction leach tests. A further 150,000 options will vest and become exercisable on the first date after the closing price for our common stock (as quoted by the principal market or exchange on which such shares trade) exceeds $1.25 per share for 20 consecutive trading days. The remaining 300,000 options vested in increments of 75,000 options on each of March 31, June 30, September 30 and December 30, of 2013. All 600,000 options will immediately vest and become exercisable upon a change in control of the Company.
(3)
On January 17, 2014, Mr. McDougal was granted options to purchase an aggregate of 300,000 shares of our common stock at an exercise price of $0.28 per share, expiring 5 years after the vesting date as described below. 75,000 options will vest and become exercisable upon our completion of 10 successful pilot plant metal extraction tests of 5 tons of head material each. A further 75,000 options will vest and become exercisable on the first date after the closing price for our common stock (as quoted by the principal market or exchange on which such shares trade) exceeds $1.00 per share for 20 consecutive trading days. The remaining 150,000 options vested in increments of 75,000 options on each of March 31, June 30, September 30 and December 30, of 2014. All 300,000 options will immediately vest and become exercisable upon a change in control of the Company
On February 15, 2013, Mr. McDougal was granted options to purchase an aggregate of 300,000 shares of our common stock at an exercise price of $0.57 per share, expiring five years after the vesting date as described below. 75,000 options will vest and become exercisable upon our completion of 10 successful gold extraction leach tests. A further 75,000 options will vest and become exercisable on the first date after the closing price for our common stock (as quoted by the principal market or exchange on which such shares trade) exceeds $1.25 per share for 20 consecutive trading days. The remaining 150,000 options vested in increments of 37,500 options on each of March 31, June 30, September 30 and December 30 of 2013. All 300,000 options will immediately vest and become exercisable upon a change in control of the Company.
(4)
On January 17, 2014, Mr. Strickler was granted options to purchase an aggregate of 400,000 shares of our common stock at an exercise price of $0.28 per share, expiring 5 years after the vesting date as described below. 100,000 options will vest and become exercisable upon our completion of 10 successful pilot plant metal extraction tests of 5 tons of head material each. A further 100,000 options will vest and become exercisable on the first date after the closing price for our common stock (as quoted by the principal market or exchange on which such shares trade) exceeds $1.00 per share for 20 consecutive trading days. The remaining 200,000 options vested in increments of 75,000 options on each of March 31, June 30, September 30 and December 30, of 2014. All 400,000 options will immediately vest and become exercisable upon a change in control of the Company
On February 15, 2013, Mr. Strickler was granted options to purchase an aggregate of 400,000 shares of our common stock at an exercise price of $0.57 per share, expiring five years after the vesting date as described below. 100,000 options will vest and become exercisable upon our completion of 10 successful gold extraction leach tests. A further 100,000 options will vest and become exercisable on the first date after the closing price for our common stock (as quoted by the principal market or exchange on which such shares trade) exceeds $1.25 per share for 20 consecutive trading days. The remaining 200,000 options vested in increments of 50,000 options on each of March 31, June 30, September 30 and December 30 of 2013. All 400,000 options will immediately vest and become exercisable upon a change in control of the Company.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table provides information concerning unexercised options for each of our named executive officers, as that term is defined in Item 402(m)(2) of Regulation S-K as of our fiscal year end of December 31, 2014.
Name and Position
No. of
Securities
Underlying
Unexercised
Options (#)
Exercisable No. of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Option
Exercise
Price
Vest Date
Option
Expiration Date
- 75,000 $0.75 (3) 5 yrs after vesting
- 75,000 $0.75 (4) 5 yrs after vesting
- 100,000 $0.90 (5) 5 yrs after vesting
- 100,000 $0.90 (6) 5 yrs after vesting
- 100,000 $0.90 (7) 5 yrs after vesting
- 100,000 $0.90 (8) 5 yrs after vesting
- 100,000 $0.57 (9) 5 yrs after vesting
- 100,000 $0.57 (10) 5 yrs after vesting
- 100,000 $0.28 (11) 5 yrs after vesting
- 100,000 $0.28 (12) 5 yrs after vesting
Notes:
(1)
Represents options transferred as part of court approved divorce proceedings.
(2)
Represents options gifted to a family trust, of which Mr. McDougal acts as trustee.
(3)
Vesting on the first date after the date that the closing price for the Company's common stock (as quoted by the principal market or exchange on which such shares trades) exceeds $1.50 per share for 20 consecutive trading days.
(4)
Vesting upon the Board of Directors determining that the Company has made adequate and sufficient progress on its technical and feasibility programs for its Columbus Project.
(5)
Vesting upon the date that the Company has completed the installation of the Columbus Project extraction circuit and the extraction circuit has been satisfactorily operated for 30 consecutive working days, the vesting date for which shall be reasonably determined by the Board of Directors.
(6)
Vesting on the date that the Company has successfully processed 1,500 tons of mineralized material extracted from Columbus Project, which date shall be reasonably determined by the Board of Directors.
(7)
Vesting on the first date after the closing price for the Company's common stock (as quoted by the principal market or exchange on which such shares trade) exceeds $2.00 per share for 20 consecutive trading days.
(8)
Vesting on the first date after the closing price for the Company's common stock (as quoted by the principal market or exchange on which such shares trade) exceeds $2.50 per share for 20 consecutive trading days.
(9)
Vesting on the date that the Company successfully completes 10 successful onsite gold extraction leach tests, which date shall be reasonably determined by the Board of Directors.
(10)
Vesting on the first date after the Grant Date that the closing price for the Company’s common stock (as quoted by the principal market or exchange on which such shares trade) exceeds $1.25 per share for 20 consecutive trading days.
(11)
On the date that the Company successfully completes 10 successful onsite gold extraction leach tests, which date shall be reasonably determined by the Board of Directors.
(12)
Vesting on the first date after the Grant Date that the closing price for the Corporation’s common stock (as quoted by the principal market or exchange on which such shares trade) exceeds $1.00 per share for 20 consecutive trading days. Exp. 5th yr anniv of vesting date.
EXECUTIVE COMPENSATION CONTRACTS AND 2014 COMPENSATION ARRANGEMENTS
On January 17, 2014, our Board of Directors fixed the annual cash compensation for our executive officers as follows:
Name Position Annual Salary
Douglas D.G. Birnie Chief Executive Officer, President and Secretary $250,000
Robert D. McDougal Chief Financial Officer and Treasurer $90,000
David Z. Strickler Vice President of Finance and Administration $175,000
The Board also granted non-qualified stock purchase options to those executive officers for the purchase of up to 1,300,000 shares of the Company’s common stock under the Company’s 2007 Stock Incentive Plan at a price of $0.28 per share, vesting and expiring as follows:
Douglas D.G.
Birnie
Chief Executive
Officer, President
and Secretary Robert D.
McDougal
Chief Financial
Officer and
Treasurer David Z.
Strickler
VP Finance and
Administration Vesting Date
Expiration Date
75,000 37,500 50,000 March 31, 2014
March 31, 2019
75,000 37,500 50,000 June 30, 2014
June 30, 2019
75,000 37,500 50,000 September 30, 2014
September 30, 2019
75,000 37,500 50,000 December 31, 2014
December 31, 2019
150,000 75,000 100,000
The date that the Corporation successfully completes 10 successful pilot plant metal extraction tests of five tons of head material each, which date shall be reasonably determined by the Board.
The date that is the 5th year anniversary of the particular vesting date.
150,000 75,000 100,000
The first date after the date of these resolutions that the closing price for the Corporation’s common stock (as quoted by the principal market or exchange on which such shares trade) exceeds $1.00 per share for 20 consecutive trading days.
The date that is the 5th year anniversary of the particular vesting date.
600,000
300,000 400,000 Total
Each of the options granted to Messrs. Birnie, McDougal and Strickler will automatically vest and become exercisable upon the occurrence of a change in control of the Company. We do not have any other change in control arrangements with our executive officers.
DIRECTOR COMPENSATION
The following table sets forth the compensation paid to our directors during our December 31, 2014 fiscal year, other than directors who were also named executive officers as that term is defined in Item 402(m)(2) of Regulation S-K. Compensation paid to directors who were also named executive officers during our December 31, 2014 fiscal year is set out in the tables above.
Notes:
(1)
Since January 1, 2013, we have compensated our independent directors at a rate of $4,000 per month. Director compensation is currently being deferred until such time that the Company has sufficient funds.
(2)
On January 17, 2014, Mr. Brennan was granted options to purchase an aggregate of 300,000 shares of our common stock at an exercise price of $0.28 per share. 75,000 options vested on each of March 31, June 30, September 30 and December 31, 2014 and expire five years after vesting.
As of the end of our fiscal year ended December 31, 2014, Mr. Brennan had options to purchase up to 1,717,197 shares (2013 - 1,417,197 shares) of our common stock, 1,517,197 of which are vested and exercisable. These options have various exercise prices and expiration dates.
(3)
On January 17, 2014, Mr. Klein was granted options to purchase an aggregate of 300,000 shares of our common stock at an exercise price of $0.28 per share. 75,000 options vested on each of March 31, June 30, September 30 and December 31, 2014 and expire five years after vesting.
As of the end of our fiscal year ended December 31, 2014, Mr. Klein had options to purchase up to 525,000 shares (2013 - 225,000) of our common stock.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
EQUITY COMPENSATION PLANS
The following table sets forth certain information concerning all equity compensation plans previously approved by stockholders and all previous equity compensation plans not previously approved by stockholders, as of the most recently completed fiscal year.
Equity Compensation Plan Information
Plan Category
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
(a)
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b) Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding Securities
Reflected in column (a))
(c)
Equity Compensation Plans Approved By Security Holders None Not Applicable None
Equity Compensation Plans Not Approved By Security Holders
17,092,197(1) $0.46 8,906,234(2)
Notes:
(1)
Includes options and warrants to purchase an aggregate of 4,900,000 shares of our common stock issued to consultants outside of our 2007 Stock Incentive Plan (see below).
(2)
Our 2007 Stock Incentive Plan contains provisions that automatically increase the number of shares available for issuance (see below).
2007 Stock Incentive Plan
On March 27, 2007, we established our 2007 Stock Incentive Plan (the “2007 Plan”). The purpose of the 2007 Plan is to enhance the long-term stockholder value of the Company by offering opportunities to our directors, officers, employees and eligible consultants and any entity that directly or indirectly is in control of or is controlled by the Company (a “Related Company”) to acquire and maintain stock ownership in the Company in order to give these persons the opportunity to participate in our growth and success, and to encourage them to remain in our service or in the service of a Related Company.
The 2007 Plan is administered by our Board or by a committee of two or more directors appointed by our Board (the "Plan Administrator"). Subject to the provisions of the 2007 Plan, the Plan Administrator has full and final authority to grant the awards of stock options and to determine the terms and conditions of the awards and the number of shares to be issued pursuant thereto. The 2007 Plan authorizes the grant of options that are intended to qualify as “incentive stock options” under the Internal Revenue Code of 1986 or nonqualified stock options.
All of our employees and members of our Board are eligible to be granted options. Individuals who have rendered or are expected to render advisory or consulting services to us are also eligible to receive options so long as they do not provide capital raising services or promote or maintain a market for our securities. Upon adoption, the maximum number of shares of our common stock with respect to which options or rights could be granted under the 2007 Plan was 6,000,000 shares. The 2007 Plan contains an automatic adjustment provision where the number of shares authorized to be subjected to option grants increases on the first day of each quarter beginning with the fiscal quarter commencing July 1, 2007 by the lesser of the following amounts: (1) 15% of the total number of outstanding shares of the Company’s Common Stock, less any shares that were previously available under the 2007 Plan and any shares available under any other stock option plan that we may adopt; or (2) a lesser number of shares of Common Stock as may be determined by our Board, subject to certain adjustments to prevent dilution.
The exact terms of the option granted are contained in an option agreement between us and the person to whom such option is granted. Eligible employees are not required to pay anything to receive options. The exercise price for options intending to qualify as incentive stock options must be no less than 100% of the fair market value of our common stock on the date of grant. The exercise price for nonqualified stock options is determined by the Plan Administrator but may not be less than 75% of the fair market value of our common stock on the date of the grant. Fair market value for purposes of the 2007 Plan is calculated based on the price of our common stock during the 10 trading days prior to the grant date. An option holder may exercise options from time to time, subject to vesting. Options will vest immediately upon death or disability of a participant and upon certain change of control events.
The Plan Administrator may amend the 2007 Plan at any time and in any manner, however no recipient of any award may, without his or her consent, be deprived thereof or of any of his or her rights thereunder or with respect thereto as a result of such amendment or termination.
The 2007 Plan terminates on March 27, 2017 unless sooner terminated by action of our Board. If an award expires, terminates or is canceled, the shares of our Common Stock not purchased thereunder may again be made available for issuance under the 2007 Plan.
Options and Warrants Granted to Consultants Outside of 2007 Plan
At the end of our 2014 fiscal year, we had the following outstanding options and warrants that had been issued outside of our 2007 Plan to certain consultants in exchange for their services:
(i)
the volume weighted average price (“VWAP”) for our shares on the principal market on which they trade is above $4.50 per share for twenty consecutive trading days; and
(iii)
the average daily trading volume for our shares on the principal market on which they trade during those twenty consecutive trading days is equal to or greater than 0.2% of our free float.
(f)
Warrants to purchase 500,000 shares of our common stock, exercisable at a price of $0.75 per share and expiring on June 30, 2013, which expiry date was extended to December 31, 2015.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of March 25, 2015 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors and each of our named executive officers (as defined under Item 402(m)(2) of Regulation S-K), and (iii) officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.
Title of Class
Name and Address
of Beneficial Owner Number of
Shares of
Common Stock Percentage of
Common
Stock(1)
Common Stock
Charles A. Ager
3500 Lakeside Court, Suite 206
Reno, NV 89509 43,550,000(7)
(direct and
indirect) 28.3%
Notes:
* Represents less than 1%.
(1)
Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding. As of March 25, 2015, there were 152,797,875 shares of our common stock issued and outstanding.
(2)
The shares listed as beneficially owned by Mr. Birnie consist of: (i) 890,000 shares directly held by him; (ii) 100,000 shares held indirectly through Dosa Consulting, LLC (“Dosa”), an entity controlled by Mr. Birnie; (iii) 50,000 shares acquirable upon the exercise of warrants held directly by Mr. Birnie; (iii) 50,000 shares acquirable upon the exercise of warrants held by Dosa; (iv) 2,292,581 shares acquirable upon the exercise of options granted under our 2007 Stock Incentive Plan and exercisable within 60 days; and (v) 750,000 shares issuable upon the exercise of 2014 Special Warrants held directly by Mr. Birnie and upon the further exercise of warrants issuable upon exercise of the 2014 Special Warrants. A description of the 2014 Special Warrant terms is provided under Item 13
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Except as disclosed below, none of the following parties has, since the beginning of our last fiscal year, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:
(a)
Any of our directors or officers;
(b)
Any person proposed as a nominee for election as a director;
(c)
Any person who beneficially owns, directly or indirectly, more than 5% of our outstanding common stock; or
(d)
Any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law of any person listed in (a) to (c), above, or any person (other than a tenant or employee) who shares the household of any person listed in (a) to (c), above.
2014 Special Warrant Financing
Certain of our directors and officers participated in our 2014 Special Warrant Offering that closed on March 24, 2014 as follows:
Note:
(1)
Includes 250,000 2014 Special Warrants directly subscribed for by Mr. Klein, plus an additional 2,750,000 2014 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 2014 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 30, 2019. Alternatively, if at any time during the term of the 2014 Special Warrants, we complete a subsequent sale of shares of our common stock, other securities convertible, exercisable or exchangeable for our 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 2014 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 2014 Special Warrants. If the holder has not otherwise exercised the conversion rights associated with the 2014 Special Warrants prior to March 31, 2015, then the 2014 Special Warrants will automatically be deemed to be converted into Units on a 1:1 basis immediately prior to the expiration of the 2014 Special Warrant term.
2015 Special Warrant Financing
Trusts for which Steven A. Klein acts as trustee purchased 750,000 2015 Special Warrants under our 2015 Special Warrant Offering for total proceeds of $150,000. A description of our 2015 Special Warrant Offering is provided under Item 1 of this Annual Report on Form 10-K.
Nanominerals Corp.
Nanominerals Corp. (“Nanominerals”) is our largest stockholder, beneficially owning 26.8% of our common stock. Dr. Charles A. Ager is the sole officer and director of Nanominerals and has control over a majority of the voting power of Nanominerals. Douglas D.G. Birnie, our Chief Executive Officer and President is the owner of a 3.5% interest in Nanominerals. Mr. Birnie acquired his interest in Nanominerals prior to his and their involvement with our Company Nanominerals and Dr. Ager act as consultants to us on technical exploration and financial matters. In addition, Nanominerals has provided dedicated use of its laboratory, instrumentation, milling and research equipment and facilities. Nanominerals invoices us for services provided plus expenses incurred in connection with providing those services.
Purchased equipment for December 31, 2014 was an induction furnace and for December 31, 2013, a 44,000 gallon water tank and a propane overhead radiant heater.
As of the year ended December 31, 2014, we had an outstanding balance due to Nanominerals of $237,551 (2013 - $ 38,160).
On August 15, 2014, Nanominerals purchased 1,333,333 units (the “NMC Units”) from us at a price of $0.225 per NMC Unit or $300,000 in the aggregate. Each NMC Unit consisted of one share of our common stock and one warrant for the purchase of one additional share of our common stock at a price of $0.45 per share, expiring March 29, 2019.
DOSA Consulting, LLC
DOSA is a consulting firm owned by our CEO. DOSA provides us with the use of its employees and office space. The total fees paid to DOSA for these services were $0 for the year ended December 31, 2014 (2013 - $11,000). Services provided by Nanominerals are also at times coordinated for us by DOSA. No management fees are billed to us for these services. The total fees billed by DOSA for Nanominerals’ services were $476,830 for the year ended December 31, 2014 (2013 - $484,438). At December 31, 2014, we owed DOSA $237,551 for services provided by Nanominerals (2013 - $38,160). The CEO’s salary and reimbursable expenses are also paid to DOSA. Total fees owed to DOSA at December 31, 2014 for all services total $331,301.
We had a lease agreement for mining claims with DDB Syndicate and our CEO is the indirect owner of a 1/8 interest in the DDB Syndicate. The mining lease agreement provided us with an option to purchase the DDB Claims and on November 20, 2012, and we exercised that option. The net option payment paid to DOSA was $22,469.
DIRECTOR INDEPENDENCE
Our common stock is quoted on the OTC Bulletin Board interdealer quotation system, which does not have director independence requirements. In determining whether any of our directors are independent directors, we have applied the definition for independence set out in NASDAQ Rule 5605(a)(2). In applying this definition, we have determined that Mark H. Brennan and Steven A. Klein are independent directors. Neither Douglas D.G. Birnie nor Robert D. McDougal qualifies as an independent member of our Board.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The aggregate fees billed for the two most recently completed fiscal years for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal periods were as follows:
Our audit committee annually reviews the qualifications of Brown Armstrong Accountancy Corporation, prior to engaging them as our auditors in accordance with Rule 2-01(c)(7)(i)(A) of Regulation S-X.
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
The following exhibits are either provided with this Annual Report or are incorporated herein by reference:
Notes:
(1)
Filed as an exhibit to our Registration Statement on Form SB-2 originally filed April 18, 2002, as amended.
(2)
Filed as an exhibit to our Annual Report on Form 10-KSB for the year ended December 31, 2005 filed April 12, 2006.
(3)
Filed as an exhibit to our Current Report on Form 8-K filed April 30, 2007.
(4)
Filed as an exhibit to our Annual Report on Form 10-KSB for the year ended December 31, 2006 filed April 5, 2007.
(5)
Filed as an exhibit to our Current Report on Form 8-K filed November 9, 2007.
(6)
Filed as an exhibit to our Annual Report on Form 10-KSB for the year ended December 31, 2003 filed September 28, 2004.
(7)
Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2007 filed March 31, 2008.
(8)
Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2009 filed April 15, 2010.
(9)
Filed as an exhibit to our Current Report on Form 8-K filed July 28, 2010.
(10)
Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2010 filed March 30, 2011.
(11)
Filed as an exhibit to our Current Report on Form 8-K filed April 13, 2011.
(12)
Filed as an exhibit to our Quarterly Report on Form 10-Q for the period ended June 30, 2011 filed August 19, 2011.
(13)
Filed as an exhibit to our Current Report on Form 8-K filed August 26, 2011.
(14)
Filed as an exhibit to our original Annual Report on Form 10-K for the year ended December 31, 2011 filed March 30, 2012.
(15)
Filed as an exhibit to our Current Report on Form 8-K filed December 6, 2012.
(16)
Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2012, filed April 15, 2013.
(17)
Filed as an exhibit to our Post-Effective Amendment No. 1 on Form S-1/A filed April 19, 2013.
(18)
Filed as an exhibit to our Current Report on Form 8-K filed March 28, 2014.
(19)
Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2013, filed March 31, 2014.
(20)
Filed as an exhibit to our Current Report on Form 8-K filed September 4, 2014.
(21)
Filed as an exhibit to our Quarterly Report on Form 10-Q for the period ended September 30, 2014 filed November 19, 2014.
(22)
Filed as an exhibit to our Current Report on Form 8-K filed March 4, 2015.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
IRELAND INC.
Date: March 27, 2015
By: /s/ Douglas D.G. Birnie
DOUGLAS D.G. BIRNIE
Chief Executive Officer, President and Secretary
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: March 27, 2015
By: /s/ Douglas D.G. Birnie
DOUGLAS D.G. BIRNIE
Chief Executive Officer, President and Secretary
Director (Principal Executive Officer)
Date: March 27, 2015
By: /s/ Robert D. McDougal
ROBERT D. MCDOUGAL
Chief Financial Officer and Treasurer
Director (Principal Financial Officer and Principal Accounting
Officer)
Date: March 27, 2015
By: /s/ Mark H. Brennan
MARK H. BRENNAN
Officer)
Date: March 27, 2015
By: /s/ Steven A. Klein
STEVEN A. KLEIN
Officer)