PROSPECTUS SUPPLEMENT NO. 4 | Filed Pursuant to Rule 424(b)(3) |
To Prospectus dated April 17, 2014 | Registration No. 333-191003 |
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25,994,922 Shares of Common Stock
This Prospectus Supplement supplements the Prospectus dated April 17, 2014 (the “Prospectus”), relating to the offer and sale by the selling security holders identified in the Prospectus of up to 25,994,922 shares of common stock of Ireland Inc. (the “Company”).
This Prospectus Supplement includes the Company’s Form 8-K filed with the Securities and Exchange Commission on July 18, 2014 (the “Form 8-K”).
On July 17, 2014, the Company’s Board of Directors approved a further extension of the expiry dates for warrants issued under the Company’s 2007, 2009, 2010 and 2011 private placements and certain additional warrants issued to consultants for services in 2009, 2010 and 2011 (the “Expiring Warrants”). The described extension extends the expiration date for some of the Warrants held by the Selling Security Holders named in the Prospectus dated April 17, 2014. Those Warrants held by Selling Security Holders that were set to expire on July 31, 2014 and September 30, 2014 have been extended to December 31, 2014. All other terms of the Warrants remain the same.
The information contained in the report included in this Prospectus Supplement is dated as of the date of the Form 8-K. This Prospectus Supplement should be read in conjunction with the Prospectus dated April 17, 2014. This Prospectus Supplement is qualified by reference to the Prospectus except to the extent that the information in this Prospectus Supplement updates and supersedes the information contained in the Prospectus dated April 17, 2014.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offense.
This Prospectus Supplement No. 4 is Dated July 18, 2014
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July 17, 2014
Date of Report (Date of earliest event reported)
IRELAND INC.
(Exact name of registrant as specified in its charter)
NEVADA | 000-50033 | 91-2147049 |
(State or other jurisdiction of | (Commission File | (IRS Employer Identification No.) |
incorporation) | Number) | |
2360 West Horizon Ridge Parkway, Suite 100 | |
Henderson, NV | 89052 |
(Address of principal executive offices) | (Zip Code) |
(702) 932-0353
Registrant's telephone number, including area code
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
____ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
____ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
____ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
____ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
ITEM 8.01 OTHER EVENTS.
Further Extension of 2007, 2009, 2010 and 2011 Private Placement Warrants and ConsultantWarrants
On July 17, 2014, the Board of Directors of Ireland Inc. (the “Company”) approved a further extension of the expiry date for warrants issued under the Company’s 2007, 2009, 2010 and 2011 private placements, and certain additional warrants issued to consultants for services in 2009, 2010 and 2011 (collectively, the “Expiring Warrants”).
The expiry dates for the Expiring Warrants were extended as follows:
| Maximum No. of | Exercise | | |
| Shares Issuable | Price per | Previous | Extended |
Expiring Warrants | on Exercise | Share | Expiry Date | Expiry Date |
| | | | |
2007 Private Placement Warrants | 10,160,650 | $0.75 | July 31, 2014 | December 31, 2014 |
| | | | |
2009 Private Placement Warrants | 6,894,677 | $0.75 | July 31, 2014 | December 31, 2014 |
| | | | |
2010 Private Placement Warrants | 5,517,500 | $0.75 | July 31, 2014 | December 31, 2014 |
| | | | |
2009 Consultant Warrants | 200,000 | $0.55 | July 31, 2014 | December 31, 2014 |
| | | | |
2010 Consultant Warrants | 3,800,000 | $0.75 | July 31, 2014 | December 31, 2014 |
| | | | |
2011 Private Placement Warrants | 2,509,099 | $0.80 | September 30, 2014 | December 31, 2014 |
| | | | |
2011 Consultant Warrants | 500,000 | $0.75 | September 30, 2014 | December 31, 2014 |
Directors and officers of the Company beneficially own Expiring Warrants as follows:
(a) | Douglas D.G. Birnie, Chief Executive Officer, President and Director, beneficially owns 2007 Private Placement Warrants exercisable for a maximum of 50,000 shares of common stock and 2009 Private Placement Warrants exercisable for a maximum of 50,000 shares of common stock. |
| |
(b) | Mark H. Brennan, Director, directly owns 2009 Private Placement Warrants exercisable for a maximum of 70,000 shares of common stock. |
| |
(c) | Steven A. Klein, Director, directly owns 2009 Private Placement Warrants exercisable for a maximum of 75,000 shares of common stock and 2010 Private Placement Warrants exercisable for a maximum of 50,000 shares of common stock. In addition, as trustee for a trust, Mr. Klein exercises voting and investment power over 2009 Private Placement Warrants exercisable for a maximum of 300,000 shares of common stock, 2010 Private Placement Warrants exercisable for a maximum of 100,000 shares of common stock and 2011 Private Placement Warrants exercisable for a maximum of 50,000 shares of common stock. Mr. Klein disclaims any pecuniary interest in the warrants over which he exercises voting and investment power as trustee for the trust. |
| |
(d) | David Z. Strickler, Jr., VP Finance and Administration, directly owns 2011 Private Placement Warrants exercisable for a maximum of 4,550 shares of common stock. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | IRELAND INC. |
Date: | July 18, 2014 | | |
| By: | /s/ Douglas D.G. Birnie |
| | | |
| | Name: | Douglas D.G. Birnie |
| | Title: | Chief Executive Officer |
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