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): December 20,
2010
IRONWOOD
GOLD CORP.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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000-53267
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74-3207792
|
||
(State
or other jurisdiction
of
incorporation)
|
(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
|
|
(Address
of Principal Executive Offices)
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(Zip
Code)
|
Registrant’s
telephone number, including area code: 1-888-356-4942
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 (see General Instruction A.2. below):
¨
|
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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¨
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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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¨
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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
(a)
Resignation of Directors
Effective
December 20, 2010, Ironwood Gold Corp., a Nevada corporation (the “Company”)
received the resignation of Mr. Robert J. Reukl as a member of the Company’s
Board of Directors. At the time of his resignation, Mr. Reukl also served as
Chairman of the Company’s Audit Committee.
Effective
December 20, 2010, the Company received the resignation of Mr. Rodney A.
Blakestad as a member of the Company’s Board of Directors.
(b)
Resignation of Officer
Effective
December 20, 2010, Mr. Robert J. Reukl resigned from his positions as President,
Chief Financial Officer and Secretary of the Company.
(c)
Appointment of Officer
Effective
upon Mr. Reukl’s resignation, the Board of Directors appointed Mr. Behzad
Shayanfar, age 32, to serve as the Company’s interim Chief Financial Officer and
Secretary.
Since
October 2009, Mr. Shayanfar has served as a Director and Chief Executive Officer
of the Company. In addition, he is currently a member of the Company’s Audit
Committee. Since 2008, Mr. Shayanfar has served as Chief Financial Officer of
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.
Other
than his current compensatory arrangement and the related party transaction
involving the Company, Kingsmere Mining Ltd. and Ironwood Mining Corp. regarding
the Cobalt Canyon Gold Project, all of which are more fully detailed and
disclosed in the Company’s Annual Report on Form 10-K filed with the Securities
and Exchange Commission on November 30, 2010, Mr. Shayanfar has not entered into
any other related party transactions involving the Company. Mr. Shayanfar’s
current compensatory arrangement with the Company will not change as a result of
his appointment as interim Chief Financial Officer and Secretary.
Mr.
Shayanfar has no family relationships with any other executive officers or
directors of the Company, or persons nominated or chosen by the Company to
become directors or executive officers.
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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.
IRONWOOD GOLD CORP. | ||
Date:
December 27, 2010
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By:
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/s/
Behzad Shayanfar
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Behzad
Shayanfar
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||
Chief
Executive
Officer
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