Attached files
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| EX-3.1 - Ironwood Gold Corp. | v164204_ex31.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): October 29,
2009
IRONWOOD
GOLD CORP.
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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000-53267
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74-3207792
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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7047
E. Greenway Parkway #250
Scottsdale,
AZ
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85254
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 1-888-356-4942
Former
name or Former Address, if Changed Since Last Report:
Suraj
Ventures, Inc.
Rhema
House, Yarird, Versove
Andeheri
(W), Mumbai K7 400061
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 (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
5 – Corporate Governance and Management
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(b) Departure
of Certain Officers or Directors
On
October 27, 2009, Surjit Singh Gill resigned as President, Chief Executive
Officer and Director of Ironwood Gold Corp. (the “Company”), and Jos D’Souza
resigned as Secretary, Treasurer and Director of the Company.
(c) Appointment
of Certain Officers
On
October 27, 2009, the Company appointed Mr. Robert J. Reukl to the positions of
President, Secretary and Chief Financial Officer of the Company and
Mr. Behzad Shayanfar to the position of Chief Executive Officer of the
Company.
Mr. Reukl
has been employed as a geologist in the mineral exploration and mining business
for over 25 years. Since 1994, he has worked as a mine geologist,
engineering technician, and is currently the Diamond Drill Coordinator at the
Williams Mine, one of Canada's largest gold producers. His
responsibilities include the daily monitoring of four underground diamond drill
rigs as well as a surface drill. Since 1995, Mr. Reukl has been the
principal of R.J. Reukl Geological Services, a proprietorship involved in the
provision of geological consulting services, as well as the acquisition and sale
of mineral properties. Prior to 1994, Mr. Reukl worked for a variety
of major mining companies and consultants including Placer Dome Canada, Noranda
and A.C.A. Howe International Ltd. Mr. Reukl’s field work has taken
him to some of Canada's major mining camps including Val D'Or, Rouyn/Noranda,
Timmins and Hemlo. Mr. Reukl has also acted as director of
several publicly listed junior exploration companies over the past 15 years,
including, most recently, Tamarack Ventures from 2002 to 2004. Mr.
Reukl is a graduate of Lakehead University in Thunder Bay, Ontario, and he is a
member in good standing with the Canadian Institute of Mining and Metallurgy and
the Prospectors and Developers Association of Canada.
Mr.
Shayanfar has been a successful project manager throughout his
career. Since 2008, Mr. Shayanfar has served as Chief Financial
Officer for Ironwood Mining Corp. where he is responsible for all financial and
fiscal management aspects of the company’s operations. From 2004 to
2006, Mr. Shayanfar was an accountant for the Athanaeum Hotel where he reported
the food and beverage revenue to the general manager and managed
accounts. From 2003 to 2004, Mr. Shayanfar was an accountant for
Linaker Ltd. His duties included producing payable and receivable
accounts and managing the day to day banking of the company. Prior to
2003, Mr. Shayanfar was on the Project Management Team of Seda Va Sima where he
was responsible for coordinating different aspects of construction and reported
to the chief architect. Mr. Shayanfar was selected as one of the lead
project managers of the state-owned media broadcasting construction site
completed in 2000 as part of that position. Prior to 2000, Mr.
Shayanfar was involved in developing oil mine exploration in Iran in the late
1990s and was involved in the financial markets, initially as a commodities
futures trader. Mr. Shayanfar is also a private investor/developer in
real estate in different regions including Dubai, India, the United Kingdom and
the United States. Mr. Shayanfar received his second degree in
economics from the London School of Economics. He earned his A-Level
degree from Cambridge Tutors College and his first degree in civil engineering
from Azad University.
(d) Election
of Directors
On
October 27, 2009, the Company elected Messrs. Reukl and Shayanfar to the
Company’s Board of Directors.
Messrs. Reukl and Shayanfar have not
previously held any positions with the Company, and there have been no related
party transactions between Messrs. Reukl and Shayanfar and the
Company. Messrs. Reukl and Shayanfar have no family relationships
with any director or executive officer of the Company, or persons nominated or
chosen by the Company to become directors or executive
officers. There are no transactions, since the beginning of the
Company’s last fiscal year, or any currently proposed transaction, in which the
Company was or is to be a participant and the amount involved exceeds the lesser
of $120,000 or one percent of the average of the Company’s total assets at
year-end for the last three completed fiscal years, and in which Messrs. Reukl
and Shayanfar had or will have a direct or indirect material
interest. There is no material plan, contract or arrangement (whether
or not written) to which Messrs. Reukl and Shayanfar are a party or in which
they participate that is entered into or material amendment in connection with
our appointment of Messrs. Reukl and Shayanfar, or any grant or award to Messrs.
Reukl and Shayanfar or modification thereto, under any such plan, contract or
arrangement in connection with our appointment of Messrs. Reukl and
Shayanfar.
Messrs.
Reukl and Shayanfar have not been named or, at the time of this Current Report,
are not expected to be named to any committee of the Board of
Directors.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On
October 27, 2009, the Company amended its Articles
of Incorporation to change its name from “Suraj Ventures, Inc.” to “Ironwood
Gold Corp.”
As a
result of the name change, the Company’s new trading symbol under the OTC
Bulletin Board is “IROG” effective October 27, 2009.
The text
of the Company’s amendment to its Articles of Incorporation reflecting the name
change as filed with Nevada Secretary of State as part of the Articles of Merger
is attached as Exhibit 3.1 hereto.
Section
8 – Other Events
Item
8.01 Other Events
On
October 27, 2009, the Company effected a 50 for 1 forward stock split of all of
its issued and outstanding shares of common stock. Shareholders of
the Company holding certificated shares will be credited the additional shares
upon surrender of their stock certificate to the Company’s transfer
agent.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit
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No.
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Description
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3.1
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Amendment
to Articles of Incorporation
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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.
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IRONWOOD
GOLD CORP.
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Date:
October 29, 2009
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By:
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/s/ Robert J.
Reukl
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Robert
J. Reukl
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President
and Director
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