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IRLD > SEC Filings for IRLD > Form 10-K/A on 11-Jan-2013All Recent SEC Filings

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Form 10-K/A for IRELAND INC.


11-Jan-2013

Annual Report


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes appearing elsewhere in this report. This discussion and analysis may contain forward-looking statements based on assumptions about our future business. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to those set forth under "Risk Factors" and elsewhere in this report.

This discussion presents management's analysis of our results of operations and financial condition as of and for each of the years in the two-year period ended December 31, 2011. The discussion should be read in conjunction with our financial statements and the notes related thereto which appear elsewhere in this report.

Executive Overview

During the next twelve months, we intend to proceed with our exploration program for the Columbus Project, while the Red Mountain Project remains not in active development.

The Columbus Project

The technical program for the Columbus Project has two primary objectives: (a) to identify the mineral resources and (b) to determine the feasibility of mining and extracting precious metals from the project.


(a) Mineralization: Exploration work to date has identified three different host materials (sand, clay, brine) each of which could potentially contain commercial quantities of gold and silver mineralization within the project area. The sand zones outcrop on the western side of the Columbus basin and dip gently eastward. The clay zones also outcrop and overlay the sand zones. The brine zone occurs as an aquifer at some 400 feet depth underlying the sand/clay zones. Our exploration efforts to date have focused on drilling both the sand and clay zones within the approximately 5,000 acre Columbus Project Area of Interest outlined by previous geochemical exploration work. Our recent work has focused on the North Sand Zone.

To date, 34 holes have been drilled in the North Sand Zone. Analyses of drill samples have outlined a deposit covering approximately 0.67 square miles, to a depth of 200 feet beneath the surface of the Columbus Marsh Basin, with a weight mean average head grade of 0.038 opt AuE. We estimate the tonnage of sands within this zone at approximately 145 million (MM) tons. In addition, the tonnage of the sands within the South Sand Zone, to a depth of 100 feet, is currently estimated at approximately 29 MM tons of 0.041 opt AuE, resulting in a total of 174MM tons. Previous drilling has indicated that the sands in both North and South Sand Zones extend below 200 feet in depth.

We have been granted the permit for our 2012 drill program, which will consist of 31 drill holes to a depth of at least 200 feet. The drill program will cover an additional 0.48 square miles adjacent to the North Sand Zone. The goal of this program is to expand the boundaries of the North and South Sand Zones. Following completion of the 2012 drill program, the Company will re-evaluate the boundaries of the sand zones and the quantity of the tonnage contained therein and the quality of the mineralization estimates within these areas.

(b) Feasibility Study/Mining and Recovery Methodology: The Company currently has a production permit for the Columbus Project. The production permit allows for the extraction of precious metals and the production of calcium carbonate on the 378 acre site (320 acre mine site and 58-acre mill site) at a mine rate of up to 792,000 tons per year. During the period from 2008-2011 the Company developed a dredge mine, constructed a pilot plant and began operations to develop and prove the extractive metallurgy for the Columbus Project. Initial metallurgical testing was primarily focused on extracting gold and silver from the clay material. As previously reported, problems with organic material interfered with the extraction of precious metals from the clays, and this has led Ireland to focus on extraction of precious metals from the sands.

We recently announced the results of tests completed by AuRIC Metallurgical Laboratories of Salt Lake City, Utah. AuRIC completed three bulk tests (194 lb., 220 lb., 3,000 lb.) of sand material collected from a single site within the North Sand Zone using a new gravity concentration circuit. These test results all exceeded our 75% gold extraction rate goals for the Columbus Project. The weight mean average results on the tests were as follows: 13:1 concentration ratio; 121% Au recovery; and 42% Ag recovery (0.100 opt AuE3 , 0.084 opt Au and 0.642 opt Ag).

The purpose of these bulk tests was to determine the net recovery of gold and silver from the Columbus sands. The focus has been on optimizing the new gravity concentration circuit developed specifically for these sands. Readers are cautioned not to place undue weight on the metal grades reported in these tests. The recent gravity concentration tests were completed on material that was probably significantly higher in head grade than the overall average head grade of the North Sand Zone. The area from which these samples were taken may represent an anomaly within the North Sand Zone and may not be representative of the entire zone. The head grade of the sands tested has varied, and will probably continue to vary, at each sample location. The varied head grade of the sands has little relevance, because the contained gold and silver has the same concentrating characteristics. Based on the limited bulk test results, to date, we can make no new assumptions or assertions regarding the overall head grade of the North Sand Zone. Additional gravity concentration tests on bulk samples from different sites within the North Sand Zone are planned.



3 AuE opt = Au opt + 0.025 Ag opt


These gravity concentration tests also indicated that more gold was extracted by leaching concentrates derived from large head samples (88,330 g - 1,363,636 g) than was predicted by the many caustic fusion assays performed on small head samples (5 g each). These results are consistent with the 'nugget effect' common in alluvial deposits such as those discovered at the Columbus Project and continue to indicate the need to process large samples and extract the gold and silver in order to best determine the head grade.

AuRIC is currently completing the metallurgical tests and design work in support of the new gravity concentration circuit to be installed at the on-site pilot plant at the Columbus Project. To date, the test work at AuRIC has focused on optimization and scale-up of the capacity of the gravity concentration circuit. The reliability of this new concentrating circuit continues to be verified by the extraction of limited quantities of gold and silver during the course of this work, as previously disclosed.

We are currently installing the framework for upgrades to the Columbus Project on-site pilot plant, and we will move forward with the upgrades upon completion of AuRIC's tests. After the installation and performance assessment of the on-site gravity concentration circuit, we will commence the bulk testing of up to 2,000 tons of sand material.

If the operation of the pilot plant proves, to our satisfaction, that the Columbus Project is economically viable, we may seek to expand the production permitted area, reconfigure the production process and/or construct additional production circuits within the mill site to increase production capacity. The production model for the Columbus Project is anticipated to be a low cost, high volume mining operation.

Readers are cautioned that, although we believe that the results of our exploration activities to date are sufficiently positive to proceed with the installation and operation of a pilot production circuit 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 or that we will enter into commercial production.

We anticipate spending approximately $5,390,000 on our exploration program and $280,000 on our capital expenditures for the Columbus Project from January 1, 2012 until December 31, 2012.

The Red Mountain Project

Sampling and Drilling Program: Our exploration program for the Red Mountain Project currently consists of a Drilling and Sampling program. The Red Mountain Project is not currently active. We have set a budget of $100,000 for property payments and maintenance costs for the Red Mountain Project for the year ending December 31, 2012. We have reallocated funds originally budgeted towards the Red Mountain Project in order to provide us with maximum flexibility in achieving our technical milestones at our lead project.

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 consolidated financial statements for the period ended December 31, 2011 included in this Annual Report on Form 10-K.

Use of estimates - The preparation of financial statements in conformity with GAAP requires us 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 revenue and expenses during the reporting period. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring estimates and assumptions include the valuation of stock-based compensation, impairment analysis of long-lived assets, accrued reclamation and remediation costs and realizability of deferred tax assets. Actual results could differ from those estimates.


Mineral Rights - We capitalize acquisition and option costs of mineral property rights. The amount capitalized represents fair value at the time the mineral rights are acquired. We capitalize acquisition and option costs of mineral rights as tangible assets. Upon commencement of commercial production, the mineral rights will be amortized using the unit-of-production method over the life of the mineral rights. If we do not continue with exploration after the completion of a feasibility study, the mineral rights will be expensed at that time.

Mineral Property Acquisition Costs - Costs of acquiring mining properties are capitalized upon acquisition. Mine development costs incurred either to develop new ore deposits, expand the capacity of mines, or to develop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. We evaluate the carrying value of capitalized mining costs and related property and equipment costs to determine if these costs are in excess of their recoverable amount whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. The periodic evaluation of carrying value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with Accounting Standards Codification (ASC) 360-10-35-15, Impairment or Disposal of Long-Lived Assets.

Mineral Exploration and Development Costs - Exploration expenditures incurred prior to entering the development stage are expensed and included in "Mineral exploration and evaluation expenses".

Property and Equipment - Property and equipment is stated at cost less accumulated depreciation. Depreciation is principally provided on the straight-line method 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).

Impairment of long-lived assets - We review and evaluate our long-lived assets for impairment at each balance sheet date due to our planned exploration stage losses and document such impairment testing. Mineral properties in the exploration stage are monitored for impairment based on factors such as our continued right to explore the property, exploration reports, drill results, technical reports and continued plans to fund exploration programs on the property.

The tests for long-lived assets in the exploration, development or producing stage that would have a value beyond proven and probable reserves would be monitored for impairment based on factors such as current market value of the mineral property and results of exploration, future asset utilization, business climate, mineral prices and future undiscounted cash flows expected to result from the use of the related assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset, including evaluating its reserves beyond proven and probable amounts.

Our policy is to record an impairment loss in the period when it is determined that the carrying amount of the asset may not be recoverable either by impairment or by abandonment of the property. The impairment loss is calculated as the amount by which the carrying amount of the assets exceeds its fair value. To date, no such impairments have been identified.

Reclamation and Remediation Costs (Asset Retirement Obligation) - For our exploration stage properties, we accrue the estimated costs associated with environmental remediation obligations in the period in which the liability is incurred or becomes determinable. Until such time that a project life is established, our records the corresponding cost as an exploration stage expense. The costs of future expenditures for environmental remediation are not discounted to their present value unless subject to a contractually obligated fixed payment schedule. As reclamation work is performed or liabilities are otherwise settled, the recorded amount of the liability will be reduced.


Future reclamation and environmental-related expenditures are difficult to estimate in many circumstances due to the early stage nature of the exploration project, the uncertainties associated with defining the nature and extent of environmental disturbance, the application of laws and regulations by regulatory authorities and changes in reclamation or remediation technology. We periodically review accrued liabilities for such reclamation and remediation costs as evidence indicating that the liabilities have potentially changed becomes available. Changes in estimates are reflected in the consolidated statement of operations in the period an estimate is revised.

We are in the exploration stage and are unable to determine the estimated timing of expenditures relating to reclamation accruals. It is reasonably possible that the ultimate cost of reclamation and remediation could change in the future and that changes to these estimates could have a material effect on future operating results as new information becomes known.

Liquidity and Capital Resources

Our financial position was as follows at December 31, 2011:

                               2011            2010

Cash                      $     521,660   $   1,602,179
Short-term investments    $           -   $     878,608
Current liabilities       $     214,554   $     227,138
Accrued reclamation costs $     572,338   $     275,338
Stockholders' equity      $  33,899,968   $  33,824,589

During 2011, our liquidity position was affected by the following:

º Continued exploration stage losses of $3,888,629. Significant non-cash expenses included depreciation of $821,891 and share based compensation of $1,180,667. Significant non-cash income included the income tax benefit of $2,590,393.
º Purchases of new equipment in the amount of $118,558.
º Purchase of restricted investments held for reclamation bonding of $275,285.
º Net proceeds from the completion of a private placement offering of $2,757,554.
º Short-term investments were reclassified to restricted investments held for reclamation bonds.

During 2010, liquidity position was affected by the following:

º Continued exploration stage losses of $4,691,054. Significant non-cash expenses included depreciation of $553,791 and share based compensation of $1,232,927. Significant non-cash income included income tax benefit of $1,965,945.
º Purchases of new equipment in the amount of $872,493.
º Purchase of short-term investments of $879,553.
º Net proceeds from the completion of a private placement offering of $4,792,007.
º Proceeds for the exercise of stock options of $25,000.


Looking Forward

We have budgeted for the following cash expenditures for the period from January
1, 2012 until December 31, 2012:

        Columbus Project
               Property Payments                               $    180,000
               Drilling Program and Mineralization Estimates      1,317,000
               Pilot Plant / Project Feasibility                  2,001,000
               Total for Columbus Project                      $  3,498,000
        Red Mountain Project
               Property Acquisition and Maintenance Costs      $    100,000
               Sampling Exploration Program
               Total for Red Mountain Project                  $    100,000
        General and Administration
               Total for General and Administration            $  1,792,000
        Total Expected Expenses                                $  5,390,000
        Total Expected Capital Expenditures                    $    280,000
        Total Expected Cash Expenditures                       $  5,670,000

In 2012, we will continue to focus our efforts on developing the Columbus Project, resulting in the following expectations for 2012:

º Our management anticipates that the minimum cash requirements for funding our proposed exploration programs and our continued operations through December 31, 2012 will be approximately $5,670,000. As of March 21, 2012, we had cash reserves in the amount of approximately $4,300,000. Our current financial resources are not expected to be sufficient to allow us to meet the anticipated cash expenditures for the year ended December 31, 2012. We anticipate that our current financial resources will be sufficient only to pay for the anticipated costs of our exploration activities to October 31, 2012. We will require additional financing to complete our exploration plans. If we are unable to obtain additional financing, we will adjust our operating plan depending upon our existing financial resources.

º Subsequent to our fiscal year end we sold an aggregate of 9,560,000 Units under our US and Offshore Private Placements for total gross proceeds of $4,780,000. We do not have any additional financing agreements in place.

º Our 2012 budget includes capital expenditures of $280,000; however, we do not have any commitments for capital expenditures.

Certain key factors will affect our future financial and operating results. These include, but are not limited to the following:

º We have not yet earned any operational revenues since our inception. We may not generate sufficient revenues from our proposed business plan in the future to achieve profitable operations. If we are not able to achieve profitable operations at some point in the future, we eventually may have insufficient working capital to maintain our operations as we presently intend to conduct them or to fund our expansion plans. Our current financial resources may not be sufficient to allow us to meet our anticipated cash expenditures during 2012 and we may require additional financing. We do not currently have any 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.

º Obtaining additional financing is subject to a number of factors, including the market prices for base and precious metals, investor interest in our mineral projects, and the performance of equity market in general. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. If adequate funds are not available or if they are not available on acceptable terms, our ability to fund our business plan could be significantly limited and we may be required to suspend our business operations.


For these reasons, our financial statements filed herewith include a statement that these factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern will be dependent on our raising of additional capital and the success of our business plan.

Results of Operations

Revenue

We have not earned any operational 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. Our pilot production plant at the Columbus Project is currently being operated for pre-feasibility testing purposes only. We are currently in the exploration stage of our business and we can provide no assurances that we will be able to establish the existence of probable or proved mineral reserves on our properties, or if such reserves are established, that we will be able to enter into commercial production.

Operating Expenses

Mineral exploration and evaluation expenses increased by 4.31% to $2,704,545 during the year ended December 31, 2011 from $2,592,912 during the year ended December 31, 2010. The increase was primarily the result of an increase made to the accrued reclamation and remediation costs.

Mineral exploration and evaluation expenses - related party decreased by 2.70% to 521,478 for the year ended December 31, 2011 from $535,974 during the year ended December 31, 2010. These amounts represent fees and reimbursement of expenses to Nanominerals Corp. related to exploration work conducted on the Columbus and Red Mountain Projects. Nanominerals Corp. is our largest shareholder.

General and administrative expenses decreased by 18.45% to $2,385,695 during the year ended December 31, 2011 from $2,925,358 during the year ended December 31, 2010. General and administrative expenses decreased primarily as a result of decreases in consulting, legal, travel, liability insurance accrual, and stock based vesting expenses.

Other Income and Expenses. Total other income and expenses increased by 6.18% to $34,087 during the year ended December 31, 2011 from $32,102 during the year ended December 31, 2010. The increase was primarily due to no interest expense incurred in 2011 as a result of not financing certain insurance policies as was done in 2010.

Income Tax Benefit. Income tax benefit increased by 31.76% to $2,590,393 during the year ended December 31, 2011 from $1,965,945 during the year ended December 31, 2010. The increase was primarily a result of updating our estimate of the realization of deferred tax assets related to stock based compensation as of December 31, 2011.

Net Loss. The aforementioned factors resulted in a net loss of $3,888,629, or $0.03 per common share, for the year ended December 31, 2011, as compared to a net loss of $4,691,054, or $0.04 per common share, for the year ended December 31, 2010.

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.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the "FASB") that are adopted by us, as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards did not or will not have a material impact on our consolidated financial statements upon adoption.


In May 2011, the FASB issued additional guidance regarding fair value measurement and disclosure requirements. The most significant change relates to Level 3 fair value measurements and requires disclosure of quantitative information about unobservable inputs using a description of the valuation processes used, and a qualitative discussion about the sensitivity of the measurements. The guidance is effective for interim and annual periods beginning on or after December 15, 2011. We do not expect adoption of the additional fair value measurement and disclosure requirements to have a material impact on our financial position or results of operations.

In June 2011, the FASB issued amended standards to increase the prominence of items reported in other comprehensive income. These amendments eliminate the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity and require that all changes in stockholders' equity, except investments by, and distributions to, owners, be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In addition, these amendments require presentation, on the face of the financial statements, of reclassification adjustments for items that are reclassified from other comprehensive income to net income. These new standards are effective beginning in the first quarter of 2012 and are to be applied retrospectively. These amended standards will impact the presentation of other comprehensive loss but will not impact our financial position or results of operations.


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