UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedMarch 31, 2008
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
COMMISSION FILE NUMBER000-50033
IRELAND INC.
(Exact name of registrant as specified in its charter)
NEVADA | 91-2147049 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| |
2441 West Horizon Ridge Parkway, Suite 100 | |
Henderson, Nevada | 89052 |
(Address of principal executive offices) | (Zip Code) |
(702) 932-0353
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [ X ] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest
practicable date:As of May 14, 2008, the registrant had 97,010,087 shares of common stock outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
2
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| | March 31, 2008 | | | December 31, 2007 | |
| | | | | | |
ASSETS | |
| | | | | | |
Current assets | | | | | | |
Cash | $ | 7,662,452 | | $ | 8,759,605 | |
Prepaid expenses | | 383,069 | | | 150,023 | |
| | | | | | |
Total current assets | | 8,045,521 | | | 8,909,628 | |
| | | | | | |
Property and equipment, net | | 1,590,906 | | | 290,718 | |
Mineral properties | | 31,948,053 | | | - | |
Mineral property acquisition costs | | - | | | 1,058,872 | |
Reclamation bonds | | 831,720 | | | 807,000 | |
Deposits | | 22,200 | | | 2,200 | |
| | | | | | |
Total non-current assets | | 34,392,879 | | | 2,158,790 | |
| | | | | | |
Total assets | $ | 42,438,400 | | $ | 11,068,418 | |
| | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
| | | | | | |
Current liabilities | | | | | | |
Accounts payable | $ | 551,784 | | $ | 144,280 | |
Accounts payable - related party | | 37,559 | | | 82,128 | |
Accrued payroll and related taxes | | - | | | 38,754 | |
Due to related party | | 23,290 | | | 23,290 | |
| | | | | | |
Total current liabilities | | 612,633 | | | 288,452 | |
| | | | | | |
Long-term liabilities | | | | | | |
Deferred tax liability | | 10,117,209 | | | - | |
| | | | | | |
Total liabilities | | 10,729,842 | | | 288,452 | |
| | | | | | |
Stockholders' equity | | | | | | |
Common stock, $0.001 par value; 400,000,000 shares | | | | | | |
authorized, 97,010,087 and 86,550,000 shares, | | | | | | |
respectively, issued and outstanding | | 97,010 | | | 86,550 | |
Additional paid-in capital | | 34,592,163 | | | 13,234,865 | |
Accumulated deficit during exploration stage | | (2,980,615 | ) | | (2,541,449 | ) |
| | | | | | |
Total stockholders' equity | | 31,708,558 | | | 10,779,966 | |
| | | | | | |
Total liabilities and stockholders' equity | $ | 42,438,400 | | $ | 11,068,418 | |
See Accompanying Notes to these Consolidated Financial Statements
F-1
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| | | | | | | | For the period from | |
| | | | | | | | February 20, 2001 | |
| | | | | | | | (Date of Inception) | |
| | For the three months ended | | | Through | |
| | March 31, 2008 | | | March 31, 2007 | | | March 31, 2008 | |
| | | | | | | | | |
| | | | | | | | | |
Revenue | $ | - | | $ | - | | $ | - | |
| | | | | | | | | |
Operating expenses | | | | | | | | | |
Mineral exploration and evaluation expenses | | 196,392 | | | - | | | 543,290 | |
Mineral exploration and evaluation | | | | | | | | | |
expenses - related party | | 105,000 | | | - | | | 1,081,314 | |
General and administrative | | 316,326 | | | 18,187 | | | 1,075,580 | |
Depreciation | | 2,639 | | | - | | | 3,311 | |
Mineral and property holding costs | | 36,000 | | | - | | | 305,500 | |
Mineral and property holding costs - | | | | | | | | | |
reimbursed to related party | | - | | | - | | | 295,000 | |
Write-off of mineral rights | | - | | | - | | | 14,000 | |
| | | | | | | | | |
Total operating expenses | | 656,357 | | | 18,187 | | | 3,317,995 | |
| | | | | | | | | |
Loss from operations | | (656,357 | ) | | (18,187 | ) | | (3,317,995 | ) |
| | | | | | | | | |
Other income: | | | | | | | | | |
Interest income | | 73,206 | | | - | | | 193,395 | |
| | | | | | | | | |
Total other income | | 73,206 | | | - | | | 193,395 | |
| | | | | | | | | |
Loss before income taxes | | (583,151 | ) | | (18,187 | ) | | (3,124,600 | ) |
| | | | | | | | | |
Income tax benefit | | 143,985 | | | - | | | 143,985 | |
| | | | | | | | | |
Net loss | $ | (439,166 | ) | $ | (18,187 | ) | $ | (2,980,615 | ) |
| | | | | | | | | |
| | | | | | | | | |
Loss per common share - basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | | | |
| | | | | | | | | |
Weighted average common shares outstanding - | | | | | | | | | |
Basic and diluted | | 91,152,895 | | | 36,550,000 | | | | |
See Accompanying Notes to these Consolidated Financial Statements
F-2
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
| | | | | | | | | | | Accumulated | | | | |
| | | | | | | | | | | Deficit During | | | Total | |
| | Common Stock | | | Additional | | | Exploration | | | Stockholders' | |
| | Shares | | | Amount | | | Paid-in Capital | | | Stage | | | Equity | |
| | | | | | | | | | | | | | | |
Balance, December 31, 2007 | | 86,550,000 | | $ | 86,550 | | $ | 13,234,865 | | $ | (2,541,449 | ) | $ | 10,779,966 | |
| | | | | | | | | | | | | | | |
Issuance of common stock | | | | | | | | | | | | | | | |
for cash, $0.05 per share | | | | | | | | | | | | | | | |
from exercise of options | | 20,000 | | | 20 | | | 980 | | | - | | | 1,000 | |
| | | | | | | | | | | | | | | |
Issuance of common stock in | | | | | | | | | | | | | | | |
connection with the acquisition | | | | | | | | | | | | | | | |
to the former shareholders of CBI, | | | | | | | | | | | | | | | |
$1.92 per share | | 10,440,087 | | | 10,440 | | | 19,989,560 | | | - | | | 20,000,000 | |
| | | | | | | | | | | | | | | |
Fair value of share purchase warrants | | | | | | | | | | | | | | | |
issued in connection with the | | | | | | | | | | | | | | | |
acquisition of CBI | | - | | | - | | | 1,359,351 | | | - | | | 1,359,351 | |
| | | | | | | | | | | | | | | |
Amortization of stock options | | | | | | | | | | | | | | | |
issued to employee over | | | | | | | | | | | | | | | |
vesting period | | - | | | - | | | 7,407 | | | - | | | 7,407 | |
| | | | | | | | | | | | | | | |
Net loss, March 31, 2008 | | - | | | - | | | - | | | (439,166 | ) | | (439,166 | ) |
| | | | | | | | | | | | | | | |
| | 97,010,087 | | $ | 97,010 | | $ | 34,592,163 | | $ | (2,980,615 | ) | $ | 31,708,558 | |
See Accompanying Notes to these Consolidated Financial Statements
F-3
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| | | | | | | | For the period from | |
| | | | | | | | February 20, 2001 | |
| | | | | | | | (Date of inception) | |
| | For the three months ended | | | through | |
| | March 31, 2008 | | | March 31, 2007 | | | March 31, 2008 | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | |
Net loss | $ | (439,166 | ) | $ | (15,462 | ) | $ | (2,980,615 | ) |
Adjustments to reconcile loss from operating | | | | | | | | | |
to net cash used in operating activities: | | | | | | | | | |
Depreciation | | 2,639 | | | - | | | 3,311 | |
Write-off of mineral rights | | - | | | - | | | 14,000 | |
Consulting accrual | | - | | | - | | | 15,000 | |
Stock based expenses | | 7,407 | | | - | | | 108,724 | |
Changes in operating assets and liabilities: | | | | | | | | | |
Prepaid expenses | | (208,121 | ) | | - | | | (358,144 | ) |
Other assets | | - | | | - | | | (2,200 | ) |
Reclamation deposit | | - | | | - | | | (821,000 | ) |
Mineral property acquisition costs | | (180,568 | ) | | - | | | (1,014,440 | ) |
Accounts payable and accrued liabilities | | 66,190 | | | 2,681 | | | 259,735 | |
Deferred income taxes | | (143,985 | ) | | - | | | (143,985 | ) |
| | | | | | | | | |
Net cash used in operating activities | | (895,604 | ) | | (12,781 | ) | | (4,919,614 | ) |
| | | | | | | | | |
CASH FLOW FROM INVESTING ACTIVITIES | | | | | | | | | |
Purchase of property and equipment | | (202,549 | ) | | - | | | (422,321 | ) |
| | | | | | | | | |
Net cash used in investing activities | | (202,549 | ) | | - | | | (422,321 | ) |
| | | | | | | | | |
CASH FLOW FROM FINANCING ACTIVITIES | | | | | | | | | |
Proceeds from stock issuance | | 1,000 | | | - | | | 13,239,750 | |
Stock issuance costs | | - | | | - | | | (243,653 | ) |
Proceeds from borrowings from related party | | - | | | - | | | 8,290 | |
| | | | | | | | | |
Net cash provided by financing activities | | 1,000 | | | - | | | 13,004,387 | |
| | | | | | | | | |
NET CHANGE IN CASH | | (1,097,153 | ) | | (12,781 | ) | | 7,662,452 | |
| | | | | | | | | |
CASH AT BEGINNING OF PERIOD | | 8,759,605 | | | 63,242 | | | - | |
| | | | | | | | | |
CASH AT END OF PERIOD | $ | 7,662,452 | | $ | 50,461 | | $ | 7,662,452 | |
| | - | | | | | | | |
| | - | | | | | | | |
| | | | | | | | | |
SUPPLEMENTAL INFORMATION | | | | | | | | | |
| | | | | | | | | |
Interest Paid | $ | - | | $ | - | | $ | - | |
| | | | | | | | | |
Income Taxes Paid | $ | - | | $ | - | | $ | - | |
| | | | | | | | | |
Non-cash investing and financing activities: | | | | | | | | | |
| | | | | | | | | |
Capital equipment purchased through accounts payable financing | $ | 197,848 | | $ | - | | $ | 197,848 | |
| | | | | | | | | |
Assets acquired for common stock issued for mineral properties | $ | 21,359,351 | | $ | - | | $ | 21,359,351 | |
| | | | | | | | | |
Net deferred tax liability assumed | $ | 10,261,194 | | $ | - | | $ | 10,261,194 | |
See Accompanying Notes to these Consolidated Financial Statements
F-4
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES |
| |
| Basis of presentation– The accompanying unaudited financial statements have been prepared in accordance with Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the Form 10-K for the year ended December 31, 2007 of Ireland Inc. (the “Company”). |
| |
| The interim financial statements present the balance sheets, statements of operations and cash flows of the Company. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States. |
| |
| These financial statements have been prepared by the Company without audit, and include all adjustments (which consist solely of normal recurring adjustments) which, in the opinion of management, are necessary for a fair presentation of financial position and results of operations. Certain information and footnotes disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2007. |
| |
| Description of business– The Company is considered an exploration stage company since its formation and the Company has not yet realized any revenues from its planned operations. The Company is primarily focused on the acquisition and exploration of mining properties. Upon location of a commercial minable reserve, the Company expects to actively prepare the site for its extraction and enter a 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. |
| |
| Going concern- The accompanying financial statements have been prepared assuming the Company will continue as a going concern. |
| |
| The Company incurred cumulative net losses of $2,980,615 from operations as of March 31, 2008, and has no revenue. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral properties. Management has plans to seek additional capital through private placements and public offerings of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. |
| |
| Principles of consolidation– The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary incorporated for the sole purpose of completing an acquisition, CBI Acquisition, Inc. (CBIA). CBIA was formed on December 19, 2007. CBIA has a wholly-owned single-member LLC subsidiary Columbus Salt Marsh LLC (CSM). Rand Metals LLC (Rand) was formed by the Company on May 1, 2008 for purposes of potential future acquisitions and has not had any activity. |
F-5
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES(continued) |
| |
| Exploration costs- Mineral exploration costs are expensed as incurred. |
| |
| Mineral rights- The Company capitalizes acquisition and option costs of mineral property rights. The amount capitalized represents fair value at the time the mineral rights were acquired. |
| |
| The Company capitalizes acquisition and option costs of mineral rights as tangible assets in accordance with Emerging Issues Task Force abstract 04-02. Upon completion of a bankable feasibility study, the claims will be amortized using the unit-of-production method over the life of the claim. If the Company does not continue with exploration after the completion of the feasibility study, the claims will be expensed at that time. |
| |
| Mineral property acquisition costs– Costs related to acquisitions are included in the cost of acquisition when the acquisitions are deemed probable. Costs incurred prior to the date the acquisitions are deemed probable are expensed as incurred. |
| |
| Fixed assets– Fixed assets are stated at cost less accumulated depreciation. Depreciation is provided principally on the straight-line or unit-of-production methods, as applicable, over the estimated useful lives of the assets, which are generally 3 to 39 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 other income (expense). |
| |
| The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. If events and circumstances warrant evaluation, the Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability. |
| |
| Impairment of long-lived assets– It is the Company’s policy to capitalize mineral rights and mineral properties acquired as tangible assets in accordance with EITF 04-02. The Company has two mineral properties that are in exploration stage and has considered the Value Beyond Proven and Probable (VPBB) in accordance with EITF 04-03 “Mining Assets: Impairment and Business Combinations” in evaluating the carrying value of these mineral assets. The fair value of a mining asset generally includes both VBPP and an estimate of the future market price of the minerals. The Company has continued to follow its plan of exploration for each of the properties since the dates of their acquisition. |
| |
| The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate the related carrying amounts may not be recoverable. For evaluation of possible impairment, the Company considers EITF 04-03. The assets are also subject to impairment consideration under SFAS No, 144, “Accounting for Impairment or Disposal of Long-lived Assets”, if events or circumstances indicate that their carrying amount might not be recoverable. As of March 31, 2008 exploration progress on these properties is on target with our exploration and evaluation plan and no events or circumstances have happened to indicate the related carrying values of the properties may not be recoverable. |
F-6
IRELANDINC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES(continued) |
| |
| Various factors could impact our ability to achieve forecasted production schedules. Additionally, commodity prices, capital expenditure requirements and reclamation costs could differ from the assumptions the Company may use in cash flow models used to assess impairment. The ability to achieve the estimated quantities of recoverable minerals from exploration stage mineral interests involves further risks in addition to those factors applicable to mineral interests where proven and probable reserves have been identified, due to the lower level of confidence that the identified mineralized material can ultimately be mined economically. |
| |
| Material changes to any of these factors or assumptions discussed above could result in future impairment charges to operations. |
| |
| Asset retirement obligation- The Company has adopted Statement of Financial Accounting Standards No. 143 (“SFAS 143”), “Accounting for Asset Retirement Obligations”, which requires that an asset retirement obligation (“ARO”) associated with the retirement of a tangible long-lived asset be recognized as a liability in the period in which it is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated asset. The cost of the tangible asset, including the initially recognized ARO, is depleted, such that the cost of the ARO is recognized over the useful life of the asset. The ARO is recorded at fair value, and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. The fair value of the ARO is measured using expected future cash flow, discounted at the Company’s credit-adjusted risk- free interest rate. To date, no significant asset retirement obligation exists due to the early stage of exploration. Accordingly, no liability has been recorded. |
| |
| Environmental protection and reclamation costs- The operations of the Company have been, and may in the future be affected from time to time in varying degrees by changes in environmental regulations, including those for future removal and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company may vary from region to region and are not predictable. |
| |
| Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against statements of operations as incurred or capitalized and amortized depending upon their future economic benefits. The Company does not currently anticipate any material capital expenditures for environmental control facilities because its property holding is at an early stage of exploration. |
| |
| Fair value of financial instruments– Financial accounting standards Statement No. 107, “Disclosure About Fair Value of Financial Instruments”, requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The carrying amounts and estimated fair values of the Company’s financial instruments approximates their fair value due to the short-term nature. |
| |
| Revenue recognition- Revenues are recognized during the period in which the revenues are earned. Costs and expenses are recognized during the period in which they are incurred. |
| |
| Use of estimates- The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses for the reporting period. Actual results could differ from these estimates. |
F-7
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES(continued) |
| |
| Earnings (loss) per share- The Company follows SFAS No. 128, “Earnings Per Share” and SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity,” which establish standards for the computation, presentation and disclosure requirements for basic and diluted earnings per share for entities with publicly-held common shares and potential common stock issuances. Basic earnings (loss) per share are computed by dividing net income 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. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. Weighted average of common stock equivalents, which include stock options and warrants to purchase common stock, on March 31, 2008 and December 31, 2007 that were not included in the computation of diluted EPS because the effect would be antidilutive were 16,336,336 and 6,694,521, respectively. |
| |
| Expenses of offering- The Company accounts for specific incremental costs directly to a proposed or actual offering of securities as a direct charge against the gross proceeds of the offering. |
| |
| Income taxes– The Company accounts for income taxes under SFAS No. 109, “Accounting for Income Taxes” using the liability method, recognizing certain temporary differences between the financial reporting basis of the Company’s 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 for the Company, as measured by the statutory tax rates in effect. The Company derives its deferred income tax provision or benefit by recording the change in either the net deferred income tax liability or asset balance for the year. 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 will not be realized. |
| |
| On July 13, 2006, the FASB issued interpretation No. 48, “Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with SFAS No. 109, and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under FIN 48, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than 50% likelihood of being sustained. Additionally, FIN 48 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, and disclosure and transition. The Company adopted the provision of FIN 48 on January 1, 2007, which did not have any impact on the consolidated financial statements. |
| |
| For acquired properties, that do not constitute a business as defined in EITF 98-3, deferred income tax liability is recorded on GAAP basis over income tax basis using statutory federal and state rates. The resulting estimated future federal and state income tax liability associated with the temporary difference between the acquisition consideration and the tax basis is computed in accordance with EITF 98-11 and SFAS 109, and is reflected as an increase to 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 in accordance with EITF 98-11 and SFAS 109. |
F-8
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES(continued) |
| |
| Stock-based compensation- On December 16, 2004, the FASB issued SFAS No. 123R, “Share- Based Payment”, which replaces SFAS No. 123, “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. SFAS No. 123R was to be effective for interim or annual reporting periods beginning on or after June 15, 2005, but in April 2005 the SEC issued a rule that permits most registrants to implement SFAS No. 123R at the beginning of their next fiscal year, instead of the next reporting period as required by SFAS No. 123R. The pro forma disclosures previously permitted under SFAS No. 123 no longer will be an alternative to financial statement recognition. Under SFAS No. 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption. The transition methods include prospective and retroactive adoption option. Under the retroactive option, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS No. 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated. The Company has adopted the requirements of SFAS No. 123R for the fiscal year beginning after December 31, 2004. |
| |
| New accounting pronouncements– On March 19, 2008 the FASB issued SFAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities.” This statement is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures. This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company is currently evaluating the impact that SFAS 161 will have on the consolidated financial statements. |
| |
| In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations,” which amends SFAS No. 141, and provides revised guidance for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in the acquiree. It also provides disclosure requirements to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) is effective for the Company’s fiscal year beginning January 1, 2009 and is to be applied prospectively. The Company is currently evaluating the potential impact of adopting this statement on the Company’s consolidated financial position, results of operations or cash flows. |
| |
| In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51” which establishes accounting and reporting standards pertaining to ownership interests in subsidiaries held by parties other than the parent, the amount of net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest, and the valuation of any retained noncontrolling equity investment when a subsidiary is deconsolidated. SFAS No. 160 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 is effective for the Company’s fiscal year beginning January 1, 2009. The Company is currently evaluating the potential impact of adopting this statement on the Company’s consolidated financial position, results of operations or cash flows. |
F-9
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES(continued) |
| |
| In September 2007, the FASB published Proposed FSP No. APB 14-a, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion.” The proposed FSP applies to convertible debt instruments that, by their stated terms, may be settled in cash (or other assets) upon conversion, including partial cash settlement, unless the embedded conversion option is required to be separately accounted for as a derivative under SFAS 133. Convertible debt instruments within the scope of the proposed FSP are not addressed by the existing APB 14. The proposed FSP would require that the liability and equity components of convertible debt instruments within the scope of the proposed FSP shall be separately accounted for in a manner that reflects the entity’s nonconvertible debt borrowing rate. This will require an allocation of the convertible debt proceeds between the liability component and the embedded conversion option (i.e., the equity component). The difference between the principal amount of the debt and the amount of the proceeds allocated to the liability component would be reported as a debt discount and subsequently amortized to earnings over the instrument’s expected life using the effective interest method. The Company is currently evaluating the impact that FSP may have on the financial position, results of operations and cash flows of the Company. |
| |
| In February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 159, “The Fair Value Option For Financial Assets And Financial Liabilities – Including An Amendment Of FASB Statement No. 115”. This pronouncement permits entities to use the fair value method to measure certain financial assets and liabilities by electing an irrevocable option to use the fair value method at specified election dates. After election of the option, subsequent changes in fair value would result in the recognition of unrealized gains or losses as period costs during the period the change occurred. SFAS No. 159 becomes effective as of the beginning of the first fiscal year that begins after November 15, 2007, with early adoption permitted. However, entities may not retroactively apply the provisions of SFAS No. 159 to fiscal years preceding the date of adoption. The Company is currently evaluating the impact that SFAS No. 159 may have on the financial position, results of operations and cash flows of the Company. |
| |
| Reclassification– Certain amounts in the prior period financial statements have been reclassified to conform to the current period financial statement presentation. |
F-10
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. | PROPERTY AND EQUIPMENT |
| |
| Property and equipment consisted of the following as of March 31, 2008 and December 31, 2007: |
| | | March 31, | | | December 31, | |
| | | 2008 | | | 2007 | |
| | | | | | | |
| Furniture and fixtures | $ | 7,521 | | $ | 2,698 | |
| Computers and equipment | | 28,260 | | | 21,178 | |
| Land | | 30,000 | | | -- | |
| Building | | 500,000 | | | -- | |
| Site improvements | | 671,337 | | | 260,014 | |
| Site equipment | | 357,099 | | | 7,500 | |
| | | | | | | |
| | | 1,594,217 | | | 291,390 | |
| Less accumulated depreciation | | 3,311 | | | 672 | |
| | | | | | | |
| | $ | 1,590,906 | | $ | 290,718 | |
| Depreciation expense was $2,639 and $0 for the three months ended March 31, 2008 and 2007, respectively. |
| |
3. | RECLAMATION BONDS |
| |
| Reclamation bonds consisted of the following as of March 31, 2008 and December 31, 2007: |
| | | March 31, | | | December 31, | |
| | | 2008 | | | 2007 | |
| | | | | | | |
| Reclamation bond | $ | 831,720 | | $ | 807,000 | |
| During the three months ended March 31, 2008, the Company acquired additional reclamation bond of $24,720 in connection with the acquisition of CBI. |
| |
4. | MINERAL EXPLORATION PROPERTIES |
| |
| Ireland claim- On November 30, 2004, the Company entered into a mineral property purchase agreement to acquire a 100% undivided interest in one mineral claim located in the Yellow Pine Mining District in Clark County, Nevada, known as the Ireland Claim, for a total consideration of $6,000. |
| |
| The Company has not determined whether the mineral claim contains mineralized material and has consequently written off all mineral rights acquisition costs to operations during the previous financial periods. |
| |
| The Columbus and Red Mountain projects- On March 30, 2007, as amended August 8, 2007, the Company entered into an Assignment Agreement with Nanominerals Corp. (NMC) a Nevada corporation, to acquire two mineral property option interests, the first located in Esmeralda County, Nevada (the “Columbus project”) and the second located in San Bernardino County, California (the “Red Mountain project”). The assignments were completed on August 14, 2007. |
F-11
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. | MINERAL EXPLORATION PROPERTIES(continued) |
| |
| Pursuant to the above assignment agreement, the Company issued 30,000,000 common shares to NMC and, in return, received a deed of assignment to the option interests in the Columbus Project and to the Red Mountain Project. The Company granted a 5% net smelter return royalty and has reimbursed $1,162,125 in documented fees and expenses to NMC. |
| |
| Upon assignment of the option rights, the Company assumed the terms of the underlying agreements to earn the respective interests in both properties. |
| |
| The mineral property options have been capitalized as tangible assets in accordance with Emerging Issues Task Force abstract 04-02 and valued in accordance with SFAS No. 141. Valuation of $225,000 is based on issuance of 30,000,000 shares at $0.0075 which was the share price at the time of the option assignment agreement. |
| |
| At such time either or both of the option transactions are completed the option cost will continue to be included in the overall acquisition cost of the underlying mineral properties. If the Company does not complete the option transactions or the underlying mineral properties are considered impaired the acquisition cost will be either written down or expensed at that time. |
| |
5. | COLUMBUS PROJECT |
| |
| On June 26, 2007, the Company paid $807,000 to the Bureau of Land Management as a bond for future reclamation work on the proposed Columbus Project. This payment was made pursuant to the underlying option agreement in anticipation of the completion of the transaction. |
| |
| The Columbus project was subject to an underlying option agreement dated July 22, 2006. Under the terms of this agreement, to earn a 15% interest, the Company was required to pay $24,000 per month until December 31, 2007 and spend $3,000,000 on qualifying expenses by December 31, 2007. These expenditures were satisfied as of December 31, 2007. |
| |
| As of December 31, 2007, the Company had earned a 15% operating interest in the Columbus project by satisfying the above terms of the agreement. |
| |
| To earn a 100% interest in the Columbus project, the Company, after earning 15%, had the right to merge with the corporation holding the remaining 85% interest. To exercise the merger right, the Company issued shares of common stock with an aggregate value of $20,000,000 and issued share purchase warrants to purchase up to a further 50% of the number of shares of common stock to be issued. |
| |
| On February 20, 2008, the Company, through its wholly-owned subsidiary CBIA, 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). 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. Each share purchase warrant issued by the Company entitles the holder to purchase one additional share of the Company’s common stock at a price of $2.39 per share for a period of 5 years. This acquisition supersedes the option agreement. |
F-12
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
5. | COLUMBUS PROJECT(continued) |
| |
| The following table reflects the recorded purchase consideration for the Columbus Project: |
Purchase price: | | | |
Common stock issued | $ | 20,000,000 | |
Fair value of warrants issued | | 1,359,351 | |
Acquisition costs | | 600,000 | |
| | | |
Total purchase price | | 21,959,351 | |
| | | |
Net deferred income tax liability assumed | | 10,261,194 | |
| | | |
| $ | 32,220,545 | |
In accordance with EITF 98-11 the purchase price of $32 million 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 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 following table reflects the components of the Columbus Project:
Allocation of acquisition cost: | | | |
Mineral properties (including deferred tax liability | | | |
assumed of $10,261,194) | $ | 31,639,422 | |
Property, plant and equipment | | 511,061 | |
Deposits | | 44,720 | |
Cash | | 6,570 | |
Prepaid expenses | | 24,925 | |
Accounts payable | | (6,153 | ) |
| | | |
Net assets acquired | $ | 32,220,545 | |
F-13
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
5. | COLUMBUS PROJECT(continued) |
| |
| Pursuant to the terms of the acquisition of CBI, the Company issued an aggregate of 10,440,087 shares of common stock and 5,220,059 share purchase warrants to the former shareholders of CBI. Each share purchase warrant issued by the Company entitles the holder to purchase one additional share of the Company’s common stock at a price of $2.39 per share for a period of 5 years. Each warrant provides the holder with a cashless right of exercise. If the holder chooses to utilize this cashless exercise right, the total number of shares that the holder will be entitled to will be determined by the following formula: [(A–B)C] ÷Awhere: |
| |
| A = the average closing price of the Company’s common stock during the five trading days prior to exercise. |
| |
| B = the exercise price of $2.39. |
| |
| C = the maximum number of shares of the Company’s common stock issuable upon exercise of the warrants. |
| |
| If the holder chooses to utilize the cashless exercise right, the holder must do so with respect to all of the unexercised warrants held by him |
| |
| The Company will have the right to accelerate the expiration date of the warrants at any time after August 19, 2010 if the average closing price of the Company’s common stock over any 20 consecutive trading days is equal to or greater than 150% of the exercise price. If the Company exercises this acceleration right, the expiration date for the warrants will be accelerated to 30 days after the Company sends out notice that it is exercising the acceleration right. |
| |
| The Company estimated the fair value of warrants issued in connection with the acquisition of CBI using Binomial lattice pricing model as further discussed in Note 8. |
| |
| The Company believes 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, CBIA was the surviving merger entity. |
| |
6. | RED MOUNTAIN PROJECT |
| |
| The Red Mountain project is subject to an underlying option agreement dated March 15, 2007. Under the terms of this agreement, to earn a 60% interest, the Company is required to pay $5,000 per month until December 31, 2011 and spend an aggregate of $1,200,000 in additional qualifying expenditures by December 31, 2011. |
| |
| The Company may at any time during the life of the Red Mountain project, earn a 100% interest, by paying $100,000, issuing shares of common stock with an aggregate value of $1,400,000 and issuing share purchase warrants to purchase up to an additional 25% of the number of shares of common stock to be issued. If the project achieves commercial production, the Company will be required to pay an additional $100,000, issue shares of common stock with an aggregate value of $2,400,000 and issue share purchase warrants to purchase up to an additional 25% of the number of shares of common stock to be issued. |
F-14
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
7. | STOCKHOLDERS’ EQUITY |
| | |
| During the three months ended March 31, 2008, the Company’s stockholders’ activities consisted of the following: |
| | |
| a) | On February 20, 2008, 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 in connection with the acquisition. Each share purchase warrant issued by the Company entitles the holder to purchase one additional share of the Company’s common stock at a price of $2.39 per share of 5 years. |
| | |
| Warrants associated with the 2008 equity issuances do not constitute a registration payment arrangement. |
| | |
| The value of the warrants issued connection with the CBI acquisition option contain a cashless exercise provision and are callable by the Company based upon certain conditions which are defined in Note 4 related to the acquisition. The fair market valuation of the warrants was computed using the binomial lattice method and were allocated to the acquisition cost of the project. The fair market value of the warrants was computed based on the following assumptions: |
Dividend yield | -- |
Expected volatility | 54.61% |
Risk-free interest rate | 3.02% |
Suboptimal exercise factor (call price) | 1.5 times |
Imputed life (years) | 4.88 |
8. | OPTION PLAN |
| |
| 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 of the Company, 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. |
| |
| During the three months ended March 31, 2008, the Company did not grant any stock options awards, stock awards or any other equity incentive plan awards. |
| |
| Expenses for the three months ended March 31, 2008 and 2007 related to granting of stock options were $7,407 and $0, respectively and are included in general and administrative expense. |
Stock options – During the three months ended March 31, 2008, the Company did not grant stock options. As of March 31, 2008 stock options outstanding totaled 3,875,000 with a weighted average exercise price of $0.13 per share.
F-15
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following table summarizes the Company’s stock option activity for the three months ended March 31, 2008:
| | | Number of | | | Weighted | |
| | | Shares | | | Average | |
| | | | | | Exercise Price | |
| Balance, December 31, 2007 | | 3,895,000 | | $ | 0.13 | |
| Options granted and assumed | | -- | | | -- | |
| Options expired | | -- | | | -- | |
| Options cancelled | | -- | | | -- | |
| Options exercised | | (20,000 | ) | | 0.05 | |
| | | | | | | |
| Balance, March 31, 2008 | | 3,875,000 | | $ | 0.13 | |
The Company estimated the fair value of options granted prior to March 31, 2007 using the Black-Scholes option pricing model. The Company now utilizes the Binomial lattice pricing model to estimate the fair value of options granted. The Company believes 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 actual exercise behavior of option holders. The Company has used the same assumptions within each of the pricing models utilized to estimated the fair value of the options granted as follows:
| | 2008 | 2007 |
| | | |
| Dividend yield | -- | -- |
| Expected volatility | -- | 56.13% to 120.24% |
| Risk-free interest rate | -- | 3.62% to 4.05% |
| Expected life (years) | -- | 2 to 10 |
The Company estimates expected volatility using representative peer group average, because of limited historical equity transactions of the Company. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues over equivalent lives of the options.
Accordingly, the Company valued the services under SFAS No. 123R relating to non-statutory stock options upon grant in 2008 for $7,407 as of March 31, 2008.
The following table summarizes the status of the Company’s unvested shares as of March 31, 2008 and changes during the three months ended March 31, 2008:
| | | Number of | | | Weighted Average | |
| | | Shares | | | Grant Date | |
| | | | | | Fair Value | |
| Unvested, January 1, 2008 | | 75,000 | | $ | 0.53 | |
| Options granted | | -- | | | -- | |
| Options vested | | -- | | | -- | |
| Options cancelled | | -- | | | -- | |
| | | | | | | |
| Unvested, March 31, 2008 | | 75,000 | | $ | 0.53 | |
F-16
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
8. | OPTION PLAN(continued) |
| |
| As of March 31, 2008, there was $22,613 of total unrecognized compensation cost related to unvested stock options. This cost is expected to be recognized as follows: 2008 – $15,776 and 2009 - $6,837. |
| |
| Stock options/warrants– During the year ended December 31, 2007 the Company granted stock warrants related to common stock issued in connection with the CBI acquisition totaling 5,220,059 with an exercise price of $2.39 per share for a period of 5 years. These share purchase warrants also contain additional material terms, as described in Note 5. |
| |
| The following table summarizes information about options/warrants granted during the three months ended March 31, 2008: |
| | | Number of | | | Weighted | |
| | | Shares | | | Average | |
| | | | | | Exercise Price | |
| Balance, December 31, 2007 | | 14,055,650 | | $ | 0.76 | |
| Options/warrants granted and assumed | | 5,220,059 | | | 2.39 | |
| Options/warrants expired | | -- | | | -- | |
| Options/warrants cancelled | | -- | | | -- | |
| Options/warrants exercised | | (20,000 | ) | | 0.05 | |
| | | | | | | |
| Balance, March 31, 2008 | | 19,255,709 | | $ | 1.20 | |
The Company estimated the fair value of warrants issued in connection with the acquisition of CBI using Binomial lattice pricing model. The following assumptions were used to value these warrants:
Dividend yield | -- |
Expected volatility | 54.61% |
Risk-free interest rate | 3.02% |
Expected life (years) | 5 |
Suboptimal exercise factor | 1.5 |
The Company estimates expected volatility using representative peer group average, because of limited historical equity transactions of the Company. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues over equivalent lives of the options.
F-17
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
9. | INCOME TAXES |
| |
| The Company is a Nevada corporation and is subject to federal income taxes. Nevada does not impose a corporate income tax. |
| |
| The income tax benefit consisted of the following at March 31, 2008 and December 31, 2007, |
| | | March 31, | | | December 31, | |
| | | 2008 | | | 2007 | |
| | | | | | | |
| Income tax benefit per financial statements | $ | (204,101 | ) | $ | (762,713 | ) |
| Non-deductible and other | | 1,449 | | | 473 | |
| Change in valuation allowance | | (724,911 | ) | | 762,240 | |
| Rate change | | (22,419 | ) | | -- | |
| Release of valuation allowance related to acquisition | | 805,997 | | | -- | |
| | | | | | | |
| Income tax benefit | $ | (143,985 | ) | $ | -- | |
Significant components of the Company’s net deferred income tax assets and liabilities at March 31, 2008 and December 31, 2007 were as follows:
| | | March 31, | | | December 31, | |
| | | 2008 | | | 2007 | |
| Deferred income tax assets: | | | | | | |
| | | | | | | |
| Net operating loss carryforward | $ | 949,982 | | $ | 727,864 | |
| Option compensation | | 38,053 | | | 34,448 | |
| | | | | | | |
| Gross deferred income tax asset | | 988,035 | | | 762,312 | |
| Valuation allowance | | (37,329 | ) | | (762,240 | ) |
| | | | | | | |
| | | 950,706 | | | 72 | |
| Deferred income tax liabilities: | | | | | | |
| | | | | | | |
| Property, plant & equipment | | 724 | | | 72 | |
| Acquisition related liabilities | | 11,067,191 | | | -- | |
| | | | | | | |
| Net deferred income tax liability | $ | 10,117,209 | | $ | -- | |
A valuation allowance for deferred tax related to option compensation was established for net deferred tax assets not allocated to offset acquisition related deferred tax liabilities due to the uncertainty of realizing these deferred tax assets based on conditions existing at March 31, 2008 and December 31, 2007.
Deferred income tax liability was recorded on GAAP basis over income tax basis using statutory federal rate with the corresponding increase in the purchase price allocation to the assets acquired.
The resulting estimated future federal income tax liability associated with the temporary difference between the acquisition consideration and the tax basis as computed in accordance with EITF 98-11 and SFAS 109, is 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 in accordance with EITF 98-11 and SFAS 109.
F-18
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
9. | INCOME TAXES(continued) |
| |
| The Company had cumulative net operating losses of approximately $2,714,235 and $2,140,776 as of March 31, 2008 and December 31, 2007, respectively 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 be expiring between 2027 and 2028. |
| |
| As of January 1, 2007, the Company did not have any unrecognized tax benefits. The adoption of FIN 48 did not result in any cumulative effect adjustment to the January 1, 2007 balance of the Company’s accumulated deficit. Upon adoption of FIN 48, the Company did not accrue for interest and penalties as there were no unrecognized tax benefits. If interest and penalties were to be assessed, we would charge interest to interest expense, and penalties to general and administrative expense. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date. |
| |
| 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 statues of limitations, which may result in the payment of income taxes and/or decrease its net operating losses available for carryforwards. While the Company believes 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. |
| |
10. | PROPERTY RENTAL AGREEMENTS AND LEASES |
| |
| The Company through its subsidiary CBIA has a lease agreement for mining claims with DDB Syndicate, an entity owned by related parties, including Douglas D.G. Birnie, Mr. Chizmar, Nanominerals Corp. and former officers and directors of CBI. |
| |
| The DDB Syndicate has leased the DDB Claims to CSM, a wholly owned subsidiary of the Company. The mining lease agreement (the DDB Agreement), between the DDB Syndicate and CSM, provide CSM with a lease, extending for approximately 5 years, with an option to purchase the DDB Claims at any time during the lease period. To maintain the lease rights, CSM must pay the DDB Syndicate $130,000 by June 30, 2008, with annual rental payments thereafter of $30,000 per year, payable on June 30, 2009, 2010, and 2011 respectively. CSM may exercise its option to purchase the DDB Claims by paying a purchase price of $400,000, less any rental payments made by CSM prior to exercising the option, or paying the DDB Syndicate $10, plus the grant of a 2% royalty of net smelter returns on the DDB Claims. |
| |
| The following table summarizes the rental payments under the mining lease agreement: |
June 30, 2008 | $ | 130,000 | |
June 30, 2009 | | 30,000 | |
June 30, 2010 | | 30,000 | |
June 30, 2011 | | 30,000 | |
Thereafter | | -- | |
| | | |
| $ | 220,000 | |
F-19
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
11. | COMMITMENTS AND CONTINGENCIES |
| |
| Lease obligations– The Company rents office space in Henderson, Nevada under a one year lease term effective September 1, 2007 for $2,200 per month. Subsequent to March 31, 2008, on April 1, 2008, rent amount increased to $4,325 per month for additional office space. |
| |
| Rental expense, resulting from this operating lease agreement, approximates $6,600 and $0 for the three months ended March 31, 2008 and 2007, respectively. |
| |
12. | CONCENTRATION OF CREDIT RISK |
| |
| Financial instruments that potentially subject the Company to concentration of credit risk consist of cash investments. The Company places its temporary cash investments with two financial institutions. Cash accounts at these financial institutions are insured by the Federal Deposit Insurance Corporation for up to $100,000 per financial institution. |
| |
13. | CONCENTRATION OF ACTIVITY |
| |
| For the three months ended March 31, 2008, the Company purchased services from two major vendors Arrakis, Inc. and NMC that exceeded more than 10% of total purchases and amounted to approximately $343,303 and $105,000, respectively. NMC is considered a related party and is more fully discussed in the related party note that follows. |
| |
14. | RELATED PARTY TRANSACTIONS |
| |
| During the three months ended March 31, 2008, the Company utilized the services of NMC to provide technical and financing related activities. These services related primarily to the Columbus project and the Red Mountain project. |
| |
| In addition to the above fees, NMC provided dedicated use of its laboratory, instrumentation, milling equipment and research facilities. NMC provided invoices for these fees plus expenses. |
| |
| For the three months ended March 31, 2008, the Company incurred total fees and reimbursements of expenses to NMC of $105,000 and $8,175, respectively, for a total of $113,175. At March 31, 2008, the Company had an outstanding balance due to NMC of $37,559. |
| |
| The company has the mining claim lease for the DDB Claims as further discussed in Note 10. |
F-20
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this Quarterly Report on Form 10-Q constitute "forward-looking statements.” These statements, identified by words such as “plan,” "anticipate,” "believe,” "estimate,” "should,” "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Part II, Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. We advise you to carefully review the reports and documents we file from time to time with the United States Securities and Exchange Commission (the “SEC”), particularly our periodic reports filed with the SEC pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”).
As used in this Quarterly Report, the terms “we,” “us,” “our,” “Ireland,” and the “Company” mean Ireland Inc. and its subsidiaries, unless otherwise indicated. All dollar amounts in this Quarterly Report are expressed in U.S. dollars, unless otherwise indicated.
OVERVIEW
We are an exploration stage company engaged in the acquisition and exploration of mineral properties.
On February 20, 2008, we completed the acquisition of Columbus Brine Inc. (“CBI”). A detailed description of our acquisition of CBI is provided in our Annual Report on Form 10-K for the year ended December 31, 2007.
As a result of our acquisition of CBI, we now own 100% of a mineral project located in Esmeralda County, Nevada that we call the “Columbus Project.” As part of the acquisition of CBI, we also acquired an option to acquire a 100% interest in mineral claims covering an additional 23,500 acres located in the same area as the Columbus Project that we call the DDB Claims. Title to the DDB Claims is held by a mining syndicate known as the DDB Syndicate. Each of Douglas D.G. Birnie, our President and Chief Executive Officer, and a member of our Board of Directors, and Lawrence E. Chizmar Jr., currently a member of our Board of Directors (and a former director of CBI), is the owner of a 1/8 interest in the DDB Syndicate. The remaining 6/8 interests in the DDB Syndicate are owned by former officers, directors and affiliates of CBI, Nanominerals Corp. (“Nanominerals”) and certain affiliates of Nanominerals. Nanominerals is our principal shareholder.
In addition to the Columbus Project, we have an interest in a mineral project located in San Bernardino County and Kern County, California that we refer to as the Red Mountain Project. In addition, we own a 100% interest in a mineral claim located in Clark County, Nevada that we refer to as the Ireland Claim.
RECENT CORPORATE DEVELOPMENTS
The following significant developments have occurred since the end of our December 31, 2007 fiscal year:
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1. | On February 20, 2008, we completed the acquisition of CBI. See “Overview” above. |
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2. | Also on February 20, 2008, in connection with the acquisition of CBI, the size of our Board of Directors was increased to four and Lawrence E. Chizmar, Jr. was appointed to our Board of Directors. |
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3. | On April 21, 2008, we granted to Mr. Chizmar options to purchase 100,000 shares of our common stock pursuant to the 2007 Stock Incentive Plan (the "Non-Qualified Options"), 25,000 of which will vest on June 30, 2008, expiring June 29, 2013, and 75,000 of which will vest on March 19, 2009, expiring March 18, 2014. The Non-Qualified Options will only vest and become exercisable subject to our Compensation Committee (or if there are no active members of the Compensation Committee, a majority of our Board of Directors not including Mr. Chizmar) determining that Mr. Chizmar has, from the grant date to the respective vesting dates, reasonably fulfilled his duties and obligations as a director of the Company. |
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4. | In April 2008, we received approval from the Bureau of Land Management (“BLM”) to conduct a 28-hole drill program on the Columbus Project. The drill program will consist of a series of 28 holes drilled to depths ranging from 150 feet to 400 feet in depth. The object of the program is to determine the three dimensional extent and economic potential of the gold mineralization within the 5,000 acre area of interest previously discovered by our surface sampling program. |
PLAN OF OPERATION
During our 2008 fiscal year, we intend to proceed with our exploration and development programs for the Columbus Project and the Red Mountain Project. Although we currently intend to retain the Ireland Claim, our management has deprioritized our exploration program for the Ireland Claim based on the progress and potential of the Columbus and Red Mountain Projects. As a result, our exploration program for the Ireland Claim is expected to be delayed, and may be delayed indefinitely.
The Columbus Project
Our exploration and development program for the Columbus Project currently consists of the following:
1. | Pilot Production Module: We plan to implement a pilot production module on the Columbus Project in order to evaluate the economic feasibility of the project. The pilot production module will consist of a full scale production and processing cycle that we will use to test the commercial viability of the project. If the operation of this pilot production module proves to our satisfaction that the Columbus Project is economically viable, we will seek to expand the pilot production module or construct additional production modules within the mill site. The production model for the Columbus Project is anticipated to be a low cost, high volume mining operation. |
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| We currently have a production permit from the Bureau of Land Management (“BLM”) for the Columbus Project. The production permit allows us to commence calcium carbonate production and precious mineral extraction on the 320 acre mine site and 60 acre mill sites located at the Columbus Project at a mine rate of up to 78,000 tons per year. The mine site and mill sites are located on the northern edge of the 5,000 acre area of interest identified by our surface sampling program. |
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| We plan to use an open pit or dredge mining method to extract minerals from the Columbus Project. The material will be mined and slurried to the project facility. Once the material has been slurried, we will use a gravity and spiral concentration process to filter the minerals from the material. |
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| The final extraction method will involve acid leaching to recover the minerals from the materials. |
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| Once we commence production, we anticipate that we will continue our production with the pilot production module as long as the Columbus Project produces commercial minerals.Readers are cautioned that, although we believe that the results of our exploration activities to date are sufficiently positive to proceed with the installation of a pilot production module for the Columbus Project, we have not yet established any probable or proven reserves. There is no assurance that we will be able to establish that any commercially extractable ore reserves exist on the Columbus Project. |
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2. | Drilling Exploration Program: We have commenced a drilling program on the Columbus Project in order to determine whether there are sufficient reserves on the Columbus Project for economic viability. In April 2008, we received approval from the BLM to conduct a 28-hole drill program on the Columbus Project. The drill program will consist of a series of 28 holes drilled to depths ranging from 150 feet to 400 feet in depth. The object of the program is to determine the three dimensional extent and economic potential of the gold mineralization within the 5,000 acre area of interest previously discovered by our surface sampling program. We anticipate that our currently permitted drilling program, and any future expansions to it, will be completed within the next two years. |
We anticipate spending approximately $4,176,975 on the above exploration and development program for the Columbus Project in 2008.
The Red Mountain Project
Our exploration and development program for the Red Mountain Project currently consists of the following:
1. | Comprehensive Project Report: We are currently in the process of having a comprehensive project report prepared by an independent geological consultant on the Red Mountain Project. This report is expected to include a review and summary of the mining history of the area and previous work done on the project area. We expect to receive a final draft of this report early in our second fiscal quarter of 2008. |
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2. | Sampling and Drilling Program: We have initiated a surface sampling program on the Red Mountain Project and we are planning to initiate a drilling program on the Red Mountain Project sometime in 2008. We hope to submit our initial drill permit application in 2008. The drill locations will be determined by further analysis of the project data, which is currently underway. |
We anticipate that we will spend approximately $1,645,600 on our exploration program for the Red Mountain Project in 2008.
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Cash Requirements
Our estimated expenses for 2008 are as follows:
Columbus Project | |
• Property Acquisition and Maintenance Costs | $ 210,000 |
• Drilling Exploration Program and Obtaining Reserve Estimates | 626,000 |
• Plant Facility Upgrades | 2,379,250 |
• Plant Operation | 402,000 |
• Permits | 180,000 |
| 3,797,250 |
• Contingency (@ 10%) | 379,725 |
Total for Columbus Project | $ 4,176,975 |
Red Mountain Project | |
• Property Acquisition and Maintenance Costs | $60,000 |
• Permitting Costs | 350,000 |
• Drilling/Sampling Exploration Program | 720,000 |
• Operations | 366,000 |
| 1,496,000 |
• Contingency (@ 10%) | 149,600 |
Total for Red Mountain Project | $ 1,645,600 |
General and Administration | |
• General and Administration | 1,316,400 |
• Contingency (@ 10%) | 131,640 |
Total for General and Administration | $ 1,448,040 |
TOTAL | $ 7,270,615 |
As of March 31, 2008, we had cash in the amount of $7,662,452 and a working capital surplus of $7,432,888. Although this amount is sufficient to meet the anticipated costs for our exploration and development programs during the next twelve months, the actual costs of completing those programs may be greater than anticipated. If the actual costs are significantly greater than anticipated or if we proceed with our exploration and development programs beyond what we currently have planned for the next twelve months, we will need to obtain additional financing. There are no assurances that we will be able to obtain additional financing in an amount sufficient to meet our needs or on terms that are acceptable to us.
RESULTS OF OPERATIONS
First Quarter Summary | | | | | | | | |
| | Three Months Ended | | | Three Months Ended | | | Percentage |
| | March 31, 2008 | | | March 31, 2007 | | | Increase / (Decrease) |
Revenue | $ | - | | $ | - | | | n/a |
Operating Expenses | | (656,357) | | | (18,187) | | | 3,508.9% |
Interest Income | | 73,206 | | | - | | | n/a |
Income Tax Benefit | | 143,985 | | | - | | | n/a |
Net Loss | $ | (439,166) | | $ | (18,187) | | | 2,314.7% |
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Revenue
We have not earned any 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. We are currently in the exploration stage of our business and we can provide no assurances that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will be able to enter into commercial production with respect to these mineral properties.
Expenses
Our major components of our expenses for the three months ended March 31, 2008 and 2007 consisted of the following:
| | Three Months Ended | | | Three Months Ended | | | Percentage | |
| | March 31, 2008 | | | March 31, 2007 | | | Increase / (Decrease) | |
Mineral exploration and | $ | 196,392 | | $ | - | | | n/a | |
evaluation expenses | | | | | | | | | |
Mineral exploration and | | 105,000 | | | - | | | n/a | |
evaluation expenses – | | | | | | | | | |
related party | | | | | | | | | |
General and administrative | | 316,326 | | | 18,187 | | | 1,639.3% | |
Depreciation | | 2,639 | | | - | | | n/a | |
Mineral and property holding | | 36,000 | | | - | | | n/a | |
costs | | | | | | | | | |
Total Expenses | $ | 656,357 | | $ | 18,187 | | | 3,508.9% | |
Our operating expenses for the three months ended March 31, 2008 increased greatly as compared to the same period during our 2007 fiscal year. The additional operating expenses for our first fiscal quarter of 2008 are primarily expenses related to the acquisition, exploration and development of the Columbus Project and the exploration of the Red Mountain Project.
“Mineral exploration and evaluation expenses – related party” represent amounts paid or reimbursed to Nanominerals for exploration work conducted on the Columbus and Red Mountain Projects. During the quarter ended March 31, 2008, we incurred fees payable to Nanominerals of $105,000 for technical services and financing related services relating primarily to the Columbus and Red Mountain Projects. In addition, we accrued $8,175 in respect of reimbursable expenses paid for by Nanominerals. As at March 31, 2008, we were indebted to Nanominerals in the amount of $37,559 for unpaid fees and reimbursable expenses.
The increase in general and administrative expenses is primarily attributable to: (i) increases in the amounts paid as executive compensation; and (ii) an increase in legal expenses incurred by us due to our acquisition of the Columbus Project.
We anticipate that our operating expenses will continue to increase significantly as we pursue our exploration and development programs for the Columbus Project, the Red Mountain Project and the Ireland Claim.
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LIQUIDITY AND CAPITAL RESOURCES
Working Capital | | | | | | | | |
| | | | | | | | Percentage |
| | At March 31, 2008 | | | At December 31, 2007 | | | Increase / (Decrease) |
Current Assets | $ | 8,045,521 | | $ | 8,909,628 | | | (9.7)% |
Current Liabilities | | (612,633) | | | (288,452) | | | 112.4% |
Working Capital | $ | 7,432,888 | | $ | 8,621,176 | | | (13.8)% |
Cash Flows | | | | | |
| | Three Months Ended | | | Three Months Ended |
| | March 31, 2008 | | | March 31, 2007 |
Cash Flows used in Operating Activities | $ | (895,604) | | $ | (12,781) |
Cash Flows used in Investing Activities | | (202,549) | | | - |
Cash Flows from Financing Activities | | 1,000 | | | - |
Net Decrease in Cash During Period | $ | (1,097,153) | | $ | (12,781) |
As at March 31, 2008 we had a working capital surplus of $7,432,888 as compared to a working capital surplus of $8,621,176 as at December 31, 2007. The decrease in our working capital surplus is primarily attributable to the fact that: (i) we had no sources of revenue and only nominal financing during the period; and (ii) we incurred substantial expenses in the acquisition, exploration and development of the Columbus Project.
The increase in cash flows used for investing activities is due to the fact that we purchased our pilot production plant during the three months ended March 31, 2008.
As at March 31, 2008, we were indebted to Nanominerals, our principal shareholder, for $37,559 on account of unpaid mineral exploration and evaluation fees and reimbursable expenses.
Financing Requirements
Although the amounts raised by us through our private placement offerings completed in 2007 is sufficient to meet our anticipated costs for our exploration and development programs for 2008, the actual costs of completing those programs may be greater than anticipated. If the actual costs are significantly greater than anticipated or if we proceed with our exploration and development programs beyond what we currently have planned for the next twelve months, we will need to obtain additional financing. We do not currently have any additional financing arrangements in place, and there are no assurances that we will be able to obtain additional financing in an amount sufficient to meet our needs or on terms that are acceptable to us. There are no assurances that we will able to obtain financing from alternative sources on terms acceptable to us. If we are not able to obtain additional financing when needed, we will be unable to complete our current plan of operation.
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.
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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 financial statements for the year ended December 31, 2007 included in our Annual Report on Form 10-K filed with the SEC on March 31, 2008.
Mineral Rights
We capitalize acquisition and option costs of mineral property rights. The amount capitalized represents fair value at the time the mineral rights were acquired. The accumulated costs of acquisition for properties that are developed to the stage of commercial production will be amortized using the unit-of-production method.
Exploration Costs
Mineral exploration costs are expensed as incurred.
Environmental Protection and Reclamation Costs
Our operations have been, and may in the future, be affected from time to time in varying degrees by changes in environmental regulations, including those for future removal and site restoration costs. Both the likelihood of new regulations and their overall effect upon us may vary from region to region and are not predictable.
Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against statements of operations as incurred or capitalized and amortized depending upon their future economic benefits. We do not currently anticipate any material capital expenditures for environmental control facilities because our property holding is at an early stage of exploration.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable.
ITEM 4T. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
We carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2008 (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.
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Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
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 quarter ended March 31, 2008 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
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 operations.
Although we intend to implement a pilot production module for the Columbus Project, there is no assurance that this project is commercially feasible.
We intend to begin our pilot production operations on the Columbus Project in 2008. This pilot production module is designed to evaluate the economic feasibility of the Columbus Project. However, we have not yet established any probable or proven reserves and our activities continue to be exploratory in nature. We can not provide any assurances that the Columbus Project will turn out to be commercially viable.
If we do not obtain additional financing, we may not be able to complete our exploration and development programs for our mineral projects.
Although we have obtained sufficient proceeds from our private placements offerings completed in 2007 to meet the anticipated costs of our exploration and development programs during the next twelve months, the actual costs of completing those programs may be greater than anticipated. If the actual costs are significantly greater than anticipated or if we proceed with our exploration and development programs beyond what we currently have planned for the next twelve months, we will need to obtain additional financing. There are no assurances that we will be able to obtain additional financing in an amount sufficient to meet our needs or on terms that are acceptable to us.
Our ability to obtain additional 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 complete additional financings through the sale of shares of our common stock, our existing stockholders will experience dilution.
The most likely source of future financing presently available to us is through the issuance 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 properties to be earned by another party or parties carrying out further exploration thereof, which is not presently contemplated. In addition, if our management decides to exercise the right to acquire a 100% interest in the Red Mountain Project, we will be required to issue significantly more shares of our common stock. Issuing shares of our common stock, for financing purposes or otherwise, will dilute the interests of our existing stockholders.
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In order to maintain our rights to the Columbus Project, Red Mountain Project and Ireland Claim, we will be required to make annual filings with federal and state regulatory agencies and/or be required to complete assessment work on those properties.
In order to maintain our rights to the Columbus Project, Red Mountain Project and Ireland Claim, we will be required to make annual filings with federal and state regulatory authorities. Currently the amount of these fees is nominal; however, these maintenance fees are subject to adjustment. In addition, we may be required by federal and/or state legislation or regulations to complete minimum annual amounts of mineral exploration work on the Columbus Project, Red Mountain Project and Ireland Claim. A failure by us to meet the annual maintenance requirements under federal and state laws could cause our rights to the Columbus Project, Red Mountain Project and Ireland Claim to lapse.
Because we are an exploration stage 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 and development on these claims. We have not earned any revenues as of the date of this Quarterly 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 our operating expenses will increase prior to our earning revenues, we may never achieve profitability.
Prior to completion of our exploration stage, 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 speculative nature of exploration of mining properties, there is substantial risk that no commercially exploitable minerals will be found and our business will fail.
The search for valuable minerals as a business is extremely risky. We may not find commercially exploitable reserves of gold or silver on our mineral claims. Exploration for minerals is a speculative venture, necessarily involving substantial risk. The expenditures to be made by us in the upcoming exploration of our mineral projects 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. In such a case, we would be unable to complete our business plan.
Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages if and when we conduct mineral exploration activities.
The search for valuable minerals involves numerous hazards. As a result, if and when we conduct exploration activities we may become subject to liability for such hazards, including pollution, cave-ins
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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.
Even if we discover commercial reserves of precious metals on our optioned mineral claims, we may not be able to successfully obtain commercial production.
Our optioned mineral claims do not contain any known bodies of ore. If our exploration programs are successful in discovering ore of commercial tonnage and grade, we will require additional funds in order to place those mineral claims into commercial production. At this time, there is a risk that we will not be able to obtain such financing as and when needed.
If we are unable to hire and retain key personnel, we may not be able to implement our business plan and our business will fail.
Our success will largely depend on our ability to hire highly qualified personnel with experience in geological exploration. These individuals may be in high demand and we may not be able to attract the staff we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel, or may lose such employees after they are hired. Currently, we have not hired any key personnel. An inability to hire key personnel when needed could have a significant negative effect on our business.
Because our executive officers do not have formal training specific to the technicalities of mineral exploration, there is a higher risk our business will fail.
Our executive officers and directors do not have formal training as geologists or in the technical aspects of management of a mineral exploration company. Accordingly, we will have to rely on the technical services of others trained in appropriate areas. If we are unable to contract for the services of such individuals, it will make it difficult and maybe impossible to pursue our business plan.
As we undertake exploration of our optioned mineral claims, we will be subject to compliance with government regulation that may increase the anticipated cost of our exploration program.
There are several government regulations that materially restrict the exploration of minerals. We may 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.
Certain work to be performed on our mineral projects may require us to apply for permits from federal, state or local regulatory bodies.
If our applications for permits from the relevant regulatory bodies are denied, we may not be able to proceed with our exploration and development programs as disclosed above, which could have a negative affect on our business.
If we receive positive results from our exploration program and we decide to pursue commercial production, we may be subject to an environmental review process that may delay or prohibit commercial production.
If the results of our geological exploration program indicate commercially exploitable reserves, and we decide to pursue commercial production of our mineral claims, we may be subject to an environmental review process under environmental assessment legislation. Compliance with an environmental review process may be costly and may delay commercial production. Furthermore, there is the
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possibility that we would not be able to proceed with commercial production upon completion of the environmental review process if government authorities did 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 OTC Bulleting Board under the symbol “IRLD.” However, the volume of trading in our common stock is currently very 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 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 hypothesis 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.
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 QUARTERLY REPORT ON FORM 10-Q 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. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
On April 21, 2008, we granted to Mr. Chizmar options to purchase 100,000 shares of our common stock pursuant to the 2007 Stock Incentive Plan (the "Non-Qualified Options"), 25,000 of which will vest on June 30, 2008, expiring June 29, 2013, and 75,000 of which will vest on March 19, 2009, expiring March 18, 2014. The Non-Qualified Options will only vest and become exercisable subject to our Compensation Committee (or if there are no active members of the Compensation Committee, a majority of our Board of Directors not including Mr. Chizmar) determining that Mr. Chizmar has, from the grant date to the respective vesting dates, reasonably fulfilled his duties and obligations as a director of the Company.
ITEM 6. EXHIBITS.
Exhibit | | |
Number | | Description of Exhibit |
3.1 | | Articles of Incorporation.(1) |
3.2 | | Certificate of Amendment to Articles – Name Change from Merritt Ventures Corp. to Ireland Inc.(2) |
3.3 | | Certificate of Change – 4-for-1 Stock Split.(4) |
3.4 | | Bylaws.(1) |
10.1 | | 2007 Stock Incentive Plan.(3) |
10.2 | | Assignment Agreement dated for reference as of March 29, 2007, among Nano Minerals Corp., Ireland Inc. and Lorrie Archibald.(3) |
10.3 | | Letter Agreement dated July 22, 2006 among Columbus Brine Inc., Columbus S.M. LLC and Nanominerals Corp., assigned to Ireland Inc. by Nanominerals Corp.(11) |
10.4 | | Letter Agreement dated March 15, 2007 between Red Mountain Mining and Nanominerals Corp., assigned to Ireland Inc. by Nanominerals Corp.(11) |
10.5 | | Agency Agreement dated effective as of June 19, 2007 between the Company and S & P Investors, Inc.(5) |
10.6 | | Amendment Agreement to Assignment Agreement among Nanominerals Corp., Ireland Inc. and Lorrie Archibald, dated for reference as of August 8, 2007.(6) |
10.7 | | Consulting Agreement between the Company and RJ Falkner & Company, Inc., dated for reference as of November 5, 2007.(7) |
10.8 | | Consultant Non-Qualified Stock Option Agreement between the Company and R. Jerry Falkner, dated effective as of November 5, 2007.(7) |
10.9 | | Agreement and Plan of Merger dated December 14, 2007 among Ireland Inc., Columbus Brine Inc., John T. Arkoosh, William Maghan and Lawrence E. Chizmar, Jr.(8) |
10.10 | | Amendment Agreement to Agreement and Plan of Merger entered into on January 31, 2008 among Ireland Inc., CBI Acquisition, Inc., Columbus Brine Inc., John T. Arkoosh, William Maghan and Lawrence E. Chizmar, Jr.(9) |
10.11 | | Mining Lease Agreement dated November 30, 2007 between DDB Syndicate and Columbus S.M., LLC.(13) |
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(1) | Filed as an exhibit to our Registration Statement on Form SB-2 originally filed on 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 on April 12, 2006. |
(3) | Filed as an exhibit to our Annual Report on Form 10-KSB for the year ended December 31, 2006 filed on April 5, 2007. |
(4) | Filed as an exhibit to our Current Report on Form 8-K filed on April 30, 2007. |
(5) | Filed as an exhibit to our Current Report on Form 8-K filed on June 21, 2007. |
(6) | Filed as an exhibit to our Current Report on Form 8-K filed on August 14, 2007. |
(7) | Filed as an exhibit to our Current Report on Form 8-K filed on November 9, 2007. |
(8) | Filed as an exhibit to our Current Report on Form 8-K filed on December 20, 2007. |
(9) | Filed as an exhibit to our Current Report on Form 8-K filed on February 6, 2008. |
(10) | Filed as an exhibit to our Annual Report on Form 10-KSB for the year ended December 31, 2003, filed on September 28, 2004. |
(11) | Filed as a Schedule to Exhibit 10.3. |
(12) | Filed as an exhibit to our Current Report on Form 8-K filed on October 12, 2007. |
(13) | Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2007, filed on March 31, 2008. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | IRELAND INC. |
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Date: | May 15, 2008 | By: | /s/ Douglas D.G. Birnie |
| | | DOUGLAS D.G. BIRNIE |
| | | Chief Executive Officer, President and Secretary |
| | | (Principal Executive Officer) |
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Date: | May 15, 2008 | By: | /s/ Robert D. McDougal |
| | | ROBERT D. MCDOUGAL |
| | | Chief Financial Officer and Treasurer |
| | | (Principal Financial Officer) |