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
August 15, 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)) |
SECTION 3 – SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On August 15, 2014, Ireland Inc. (the “Company”) completed the sale of 1,333,333 units (each a “Unit”) to Nanominerals Corp. (“Nanominerals”). The sale of the Units was made to Nanominerals pursuant to that subscription agreement between the Company and Nanominerals entered into on March 25, 2014 whereby Nanominerals agreed to purchase Units for an aggregate purchase price of $300,000 on or before August 15, 2014. The per Unit purchase price of $0.225 per Unit (the “Per Unit Purchase Price”) was determined as the greater of the average closing price for the Company’s common stock over the ten trading days prior to completion of the sale and $0.20 per Unit. Each Unit consists of one share of the Company’s common stock and one warrant to purchase an additional share of common stock at $0.45 per share, expiring March 29, 2019.
The sale of the Units to Nanominerals was made pursuant to the exemption from the registration requirements of the Securities Act of 1933 provided by Rule 506 of Regulation D on the basis that Nanominerals is an accredited investor.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit Number | Description of Exhibit | |
| 4.1 | Form of NMC Warrant.(1) | |
| 10.1 | NMC Subscription Agreement.(1) |
| (1) |
Filed as an exhibit to our Current Report on Form 8-K filed March 28, 2014. |
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: August 20, 2014 | |||
| By: | /s/ Douglas D.G. Birnie | ||
| Name: | Douglas D.G. Birnie | ||
| Title: | CEO & President | ||
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