[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
INFORMATION STATEMENT
|
NOTICE OF STOCKHOLDER MAJORITY ACTION BY WRITTEN CONSENT
|
IN LIEU OF AN ACTUAL MEETING ON OR ABOUT AUGUST 1, 2014
|
To the Holders of Common Stock of Ironwood Gold Corp.:
Notice is hereby given to all holders of Common Stock (Voting
Stock) that the purpose of this Information Statement is to inform the holders
of record, as of the close of business on June 26, 2014 (the Record Date),
which shares of Common Stock represent the only class of outstanding capital
stock that has the voting power of Ironwood Gold Corp., a Nevada corporation
(the Company), that our Board of Directors on June 26, 2014 approved and on or
about August 1, 2014, Andrew McKinnon as the holder of approximately 65.5% of
our Voting Stock, noting that each share of Common Stock has only one vote (the
Consenting Stockholder) is expected to ratify, adopt and approve by written
consent in lieu of an actual meeting (the Written Consent) the following
matters (the Proposals):
|
(1)
|
To ratify, adopt and approve an amendment to the
Companys Article of Incorporation and the filing of said amendment with
the Secretary of State of the State of Nevada to change the name of the
Company to The Wilderness Adventure Group, Inc. (the Name
Change);
|
|
|
|
|
(2)
|
To ratify, adopt and approve a one-for-four hundred
reverse stock split of the Companys issued and outstanding shares of
Common Stock and the filing of an appropriate amendment to the Companys
Articles of Incorporation with the Secretary of the State of Nevada to
give effect to the reverse stock split (the Reverse Stock
Split);
|
|
|
|
|
(3)
|
To ratify, adopt and approve an amendment to the
Companys Article of Incorporation and the filing of said amendment with
the Secretary of State of the State of Nevada to authorize 10 million
shares of Preferred Stock while maintaining the Companys authorized 250
million shares of Common Stock for a total of 260 million shares of
capital stock, each $.001 par value per share (the Preferred Stock
Authorization); and
|
|
|
|
|
(4)
|
To ratify, adopt and approve the Companys 2014 Employee
Benefit and Consulting Compensation Plan covering 2,000,000 (post-split)
shares of Common Stock (the Stock Option Plan).
|
WE ARE NOT ASKING YOU FOR A
PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Only stockholders of record at
the close of business on the Record Date are entitled to receipt of this
Information Statement. No action is required by you. The Company Information
Statement is furnished only to inform our stockholders of the actions described
above before they take place in accordance with the Nevada Revised Statutes
(NRS) and Rule 14c-2 of the Securities Exchange Act of 1934, as amended. This
Information is first mailed to you on or about July 7, 2014. Please note that
the number of votes to be received from the Consenting Stockholder is sufficient
to satisfy the stockholder vote requirements for these actions under Nevada law
and no additional votes will consequently be needed to approve the actions. We
anticipate an effective date of the proposed actions to be approximately August 13, 2014 or as soon thereafter as
practicable in accordance with applicable law including the NRS. The
accompanying Information Statement is for information purposes only and explains
the actions to be taken by the Consenting Stockholder by Written Consent in lieu
of an actual meeting. Please read the Company Information Statement carefully.
Also, you may call our securities counsel, Morse & Morse, PLLC at (516)
487-1446 should you have any questions on the enclosed Information
Statement.
PLEASE NOTE THAT THIS IS NOT A
NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO
CONSIDER THE MATTERS DESCRIBED HEREIN.
|
By Order of the Board of Directors
|
|
of Ironwood Gold Corp.
|
|
|
July 7, 2014
|
Andrew McKinnon, Chief Executive Officer
|
2
THIS INFORMATION STATEMENT IS BEING PROVIDED TO
|
YOU BY THE BOARD OF DIRECTORS OF THE COMPANY
|
|
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
|
REQUESTED NOT TO SEND US A PROXY.
|
|
|
INFORMATION STATEMENT
|
|
July 7, 2014
|
|
COPIES OF COMMUNICATIONS TO:
|
Ironwood Gold Corp.
|
c/o Morse & Morse, PLLC
|
1400 Old Country Road, Suite 302
|
Westbury, NY 11590
|
Morse & Morse, PLLC Phone: 516-487-1446
|
Morse & Morse, PLLC Fax: 516-487-1452
|
Ironwood Gold Corp. Phone: (250) 453-0033
|
|
|
ABOUT THIS INFORMATION STATEMENT
|
This Information Statement is being sent by first class mail to
all record and beneficial owners of the Common Stock, $0.001 par value, of
IRONWOOD GOLD CORP., a Nevada corporation, which we refer to herein as
"Company," "we," "our" or "us." The mailing date of this Information Statement
is on or about July 7, 2014 to stockholders of record on June 26, 2014 (the
Record Date). The Information Statement has been filed with the Securities and
Exchange Commission (the "
SEC
") and is being furnished, pursuant
to Section 14c-2 of the Securities Exchange Act of 1934, as amended (the
"
Exchange Act
"), to notify our stockholders of actions we are
taking pursuant to written consent (the Written Consent) of Andrew McKinnon
(the Consenting Stockholder), the holder of 65.5% of the Voting Stock,
representing more than a majority of our stockholders in lieu of an actual
meeting of stockholders.
On the Record Date for determining the identity of stockholders
who are entitled to receive this Information Statement, we had 250 million
shares of Common Stock authorized, with 228,947,593 shares of Common Stock
issued and outstanding. Each share of Common Stock has only one vote. On the
Record Date, we had no shares of Preferred Stock authorized.
NO VOTE OR OTHER CONSENT OF OUR STOCKHOLDERS IS BEING
SOLICITED IN CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU
FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
On or about August 1, 2014, the Consenting Stockholder is
expected to approve the following Proposals, which were approved by the Board of
Directors on June 26, 2014.
|
(1)
|
To ratify, adopt and approve an amendment to the
Companys Article of Incorporation and the filing of said amendment with
the Secretary of State of the State of Nevada to change the name of the
Company to The Wilderness Adventure Group, Inc. (the Name
Change);
|
3
|
(2)
|
To ratify, adopt and approve a one-for-four hundred
reverse stock split of the Companys issued and outstanding shares of
Common Stock and the filing of an appropriate amendment to the Companys
Articles of Incorporation with the Secretary of the State of Nevada to
give effect to the reverse stock split (the Reverse Stock
Split);
|
|
|
|
|
(3)
|
To ratify, adopt and approve an amendment to the
Companys Article of Incorporation and the filing of said amendment with
the Secretary of State of the State of Nevada to authorize 10 million
shares of Preferred Stock while maintaining the Companys authorized 250
million shares of Common Stock for a total of 260 million shares of
capital stock, each $.001 par value per share (the Preferred Stock
Authorization); and
|
|
|
|
|
(4)
|
To ratify, adopt and approve the Companys 2014 Employee
Benefit and Consulting Compensation Plan covering 2,000,000 (post-split)
shares of Common Stock (the Stock Option Plan).
|
Under Section 14c-2 of the
Exchange Act, actions taken by written consent without a meeting of stockholders
cannot become effective until 20 days after the mailing date of this definitive
Information Statement, or as soon thereafter as is practicable. We are not
seeking written consent from any stockholders other than as set forth above and
our other stockholders will not be given an opportunity to vote with respect to
the actions taken. All necessary corporate approvals have been obtained, and
this Information Statement is furnished solely for the purpose of advising
stockholders of the actions taken by written consent and giving stockholders
advance notice of the actions taken.
FORWARD-LOOKING INFORMATION
This Information Statement and other reports that we file with
the SEC contain certain forward-looking statements relating to future events
performance. In some cases, you can identify forward-looking statements by
terminology such as "may," "will" "should," "expect," "intend," "plan,"
"anticipate," "believe," "estimate," "predict," "potential," "continue," or
similar terms, variations of such terms or the negative of such terms. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including those risks discussed elsewhere
herein. Although forward-looking statements, and any assumptions upon which they
are based, are made in good faith and reflect our current judgment, actual
results could differ materially from those anticipated in such statements.
Except as required by applicable law, including the securities laws of the
United States, we do not intend to update any of the forward-looking statements
to conform these statements to actual results.
4
FREQUENTLY ASKED QUESTIONS AND ANSWERS
Q: What brought about the necessity for this Information
Statement?
A: On March 21, 2014, Ironwood Gold Corp. entered into a Share
Exchange Agreement (the Share Exchange Agreement) with the The Wilderness Way
Adventure Resort, Inc. and the Wilderness shareholders (namely Andrew McKinnon)
pursuant to which the Company purchased (the Acquisition)100% of the issued
and outstanding capital stock of the The Wilderness Way Adventure Resort, Inc.
from its shareholders. The purchase price for the Shares set forth therein was
3.6 billion shares of the Companys restricted Common Stock. At the closing date
of the foregoing transaction, the Company was authorized to issue 250 million
shares, including 150 million shares which were issued to Andrew McKinnon. An
additional 3,450,000,000 pre-split shares are required to be issued. Upon the
completion of the Reverse Stock Split, Mr. McKinnon who current owns 150,000,000
pre-split shares, equivalent to 375,000 post-split shares will receive an
additional 8,625,000 post-split shares in accordance with the Share Exchange
Agreement, for a total of 9,000,000 post-split shares. This Information
Statement is necessary to complete our obligations to Mr. McKinnon under the
Share Exchange Agreement. It is also the Boards opinion that the Reverse Stock
Split will better position the Company to continue to expand the Companys
operations. The Board believes that the Name Change is necessary and advisable
to be more descriptive for its main business on a prospective basis, which is
the development of adventure resorts under the brand name The Wilderness Way.
The Board also believes that the authorization of Preferred Stock is to position
the Company for possible capital financing and acquisitions in the future. It
also believes that the Stock Option Plan is to be able to attract and retain
qualified management, employees and consultants.
Q: Why did I receive this Information Statement?
A: Consenting Stockholder owning approximately 65.5% of our
outstanding shares is expected to take action by written consent in lieu of a
stockholders' meeting. Federal securities laws require that our other
stockholders receive this Information Statement before the action can become
effective.
Q: What actions did the stockholders take?
A: The Board of Directors approved on June 26, 2014 and the
Consenting Stockholder is expected to execute a written consent on or about
August 1, 2014 approving four proposals, including the (1) the Name Change to
The Wilderness Adventure Group, Inc., (2) the Reverse Stock Split of
one-for-four hundred basis with any fractional shares being rounded up to the
next whole share, (3) the Preferred Stock Authorization of 10 million shares of
Preferred Stock, and (4) the Stock Option Plan covering 2 million shares
(post-split) of Common Stock. Pursuant to SEC rules and regulations, these
actions require notification to all of our stockholders.
Q: What action do I need to take as a stockholder?
A: You are not required to take any action. The actions
approved by written consent can take effect after 20 days from the date of
mailing this Information Statement. Following the Reverse Stock Split, you will
receive from the transfer agent a letter of transmittal requesting that you turn
in your old certificate for a new post- split certificate containing the
Companys Name Change and a new CUSIP NO.
5
Q: Why arent we holding a meeting of stockholders?
A: Our board has already approved the four proposals and the
Consenting Stockholder is expected to ratify, adopt and approve all four
proposals. Under the NRS, these actions may be approved by the written consent
of a majority of the voting interests entitled to vote on such matters. Since
the written consent of the Consenting Stockholder is assured, a meeting is not
necessary and represents a substantial and avoidable expense.
Q: Am I entitled to appraisal rights?
A: No. You are not entitled to appraisal rights in accordance
with Nevada law in connection with the actions taken by Written Consent.
Q: Will I recognize a gain or loss for U.S. federal income tax
purposes as a result of the Reverse Stock Split?
A: You should not recognize any gain or loss for U.S. federal
income tax purposes as a result of the Reverse Stock Split.
Q: Where can I find more information about the Company?
A: As required by law, we file annual, quarterly and current
reports and other information with the SEC that contain additional information
about our company. You can inspect and copy these materials at the public
reference facilities of the SEC's Washington, D.C. office, 100 F Street, NE,
Washington, D.C. 20549 and on its Internet site at
http://www.sec.gov
.
Q: Who can help answer my questions?
A: If you have questions about the Company after reading this
Information Statement, please contact our attorneys, Morse & Morse, PLLC
(Attn: Steven Morse, Esq.) at the address and phone no. specified herein.
Q: Is there anything else I should know about this Information
Statement?
A: We are not aware of any substantial interest, direct or
indirect, by security holders or otherwise, that is in opposition to matter of
action taken.
6
INTRODUCTION
The Board of Directors of the
Company is furnishing this Information Statement to stockholders on or about
July 7, 2014.
This Information Statement is
being furnished to the stockholders of the Company in connection with four
Proposals that were approved by the Board of Directors on June 26, 2014 and are
expected to be ratified by the Consenting Stockholder on August 1, 2014. These
Proposals include (1) the Name Change to The Wilderness Adventure Group, Inc.,
(2) the Reverse Stock Split of one-for-four hundred basis with any fractional
shares being rounded up to the next whole share, (3) the Preferred Stock
Authorization of 10 million shares of Preferred Stock, and (4) the Stock Option
Plan covering 2 million shares (post-split) of Common Stock.
The Company has authorized
250,000,000 shares of Common Stock and zero shares of Preferred Stock. There
were outstanding on the Record Date 228,947,593 shares of Common Stock (the
Voting Stock). Each Proposal contained in the preceding paragraph is expected
to be adopted by the written consent of the Consenting Stockholder on or about
August 1, 2014 (the Written Consent Effective Date). If each Proposal was not
adopted by written consent, it would have been required to be considered by the
Companys stockholders at an annual or special stockholders meeting convened
for the specific purpose of approving the Proposals.
The elimination of the need for
an annual or special meeting of stockholders to approve the proposals is made
possible by NRS 78.320 of the Nevada Revised Statutes (the Nevada Law) which
provides that any action required or permitted to be taken at a meeting of the
stockholders may be taken without a meeting if, before or after the action, a
written consent thereto is signed by stockholders holding at least a majority of
the voting power, except that if a different proportion of voting power is
required for such an action at a meeting, then that proportion of written
consents is required. In order to eliminate the costs and management time
involved in holding an annual or special meeting and in order to effect the
proposals as early as possible in order to accomplish the purposes of the
Company, as hereinafter described, the Board of Directors of the Company voted
to utilize the written consent of the Consenting Stockholder.
The Company has provided to its
stockholders of record this Information Statement pursuant to the Exchange Act.
Following stockholder approval of the Proposals stated herein, the Company will
notify its stockholders in its Form 8-K of the Written Consent Effective Date of
the Proposals and the effective date of the Reverse Stock Split which is
expected to be on or about August 13, 2014. No additional action will be
undertaken pursuant to such written consents, and no dissenters rights under
Nevada Law are afforded to the Companys stockholders as a result of the
adoption of the proposals.
7
INFORMATION ON CONSENTING STOCKHOLDER
As of June 26, 2014, there were
issued and outstanding 228,947,593 shares of our Common Stock, each share of
which has one vote on each stockholder Proposal. Pursuant to Section 78.320 of
the Nevada Revised Statutes, at least a majority of the voting equity of the
Company, or at least 114,473,797 votes, are required to approve all four
Proposals by written consent. The Consenting Stockholder, namely, Andrew
McKinnon, holds in the aggregate 150,000,000 shares of Common Stock (and
therefore having approximately 65.5% of the total voting power of all
outstanding voting capital), is expected to vote in favor of all four Proposals
satisfying the requirement under Section 78.320 of the Nevada Revised Statutes
that at least a majority of the voting equity vote in favor of a corporate
action by written consent.
The following table sets forth
the name of the Consenting Stockholder, the number of shares of Common Stock
held by the Consenting Stockholder, the total number of votes that the
Consenting Stockholder is expected to vote in favor of the Proposals and the
percentage of the issued and outstanding voting equity of the Company voted in
favor thereof.
|
|
|
|
|
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
|
|
|
|
|
|
|
of the
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Voting
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Votes that
|
|
|
Equity
|
|
|
|
Shares of
|
|
|
Votes held
|
|
|
Voted
|
|
|
that Voted
|
|
|
|
Common
|
|
|
by such
|
|
|
in favor of
|
|
|
in favor of
|
|
Name of Consenting Stockholder
|
|
Stock held
|
|
|
Stockholder
|
|
|
the Actions
|
|
|
the Action
|
|
Andrew McKinnon
|
|
150,000,000
|
|
|
150,000,000
|
|
|
150,000,000
|
|
|
65.5%
|
|
Total
|
|
150,000,000
|
|
|
150,000,000
|
|
|
150,000,000
|
|
|
65.5%
|
|
PROPOSAL NO. 2
|
PROPOSAL TO RATIFY, ADOPT AND APPROVE
|
A ONE-FOR-FOUR HUNDRED REVERSE STOCK SPLIT
|
AND THE FILING OF AN AMENDMENT TO THE ARTICLES
|
OF INCORPORATION WITH THE SECRETARY OF THE STATE
|
OF NEVADA TO EFFECTUATE SAME.
|
The Company's Board of Directors
has approved and has requested its Consenting Stockholder to ratify, adopt and
approve a one-for-four hundred reverse stock split and the filing of an
amendment to the Companys Articles of Incorporation with the Secretary of the
State of Nevada to effectuate same. See Exhibit A.
Introduction
On March 21, 2014, Ironwood Gold
Corp. entered into a Share Exchange Agreement (the Share Exchange Agreement)
with the The Wilderness Way Adventure Resort, Inc. and the Wilderness
shareholders (namely Andrew McKinnon) pursuant to which the Company purchased
(the Acquisition)100% of the issued and outstanding capital stock of the The
Wilderness Way Adventure Resort, Inc. from its shareholders. The purchase price
for the Shares set forth therein was 3.6 billion shares of the Companys
restricted Common Stock. At the closing date of the foregoing transaction, the
Company was authorized to issue 250 million shares, including 150 million shares
which were issued to Andrew McKinnon. An additional 3,450,000,000 pre-split
shares are required to be issued. Upon the completion of the Reverse Stock
Split, Mr. McKinnon who current owns 150,000,000 pre-split shares, equivalent to
375,000 post-split shares will receive an additional 8,625,000 post-split shares
in accordance with the Share Exchange Agreement, for a total of 9,000,000
post-split shares. This Information Statement is necessary to complete our
obligations to Mr. McKinnon under the Share Exchange Agreement.
On March 21, 2014, the Company
entered into a securities purchase agreement (the Securities Purchase
Agreement) with accredited investors (the Investors), pursuant to which the
Company agreed to issue and sell secured convertible promissory notes (the
Notes) in the aggregate principal amount of $1,000,000, plus an over-allotment
option of up to an additional $500,000 (the Private Placement). As of the
mailing date of this Information Statement, the Company has closed on $1,150,000
of this Private Placement. The Notes are secured by a senior security interest
in all of the assets of the Company and its subsidiaries. The Notes are
convertible into common stock of the Company at an exercise price of $0.18 per
(post-split) share, subject to adjustment in the event of stock splits, stock
dividends, or in the event of certain subsequent issuances by the Company of
common stock or securities convertible into common stock at a lower price. The
Notes will mature two years from the date of issuance. The Notes bear interest
at the rate of 8% per annum due and payable in cash on each March 31, June 30,
September 30 and December 31 commencing on the second such date after the date
of closing and upon maturity. If an event of default has not occurred, the
Company may elect to make any interest payments in shares of its common stock at
a discount of 10% to the VWAP (volume weighted average price) for the Companys
common stock for the ten final trading days directly preceding such quarterly
interest payment date. In the event (i) the Company is prohibited from issuing
shares issuable upon conversion of a note, (ii) upon the occurrence of any other
event of default, that continues beyond any applicable cure period, (iii) a
change in control occurs, or (iv) upon the liquidation, dissolution or winding
up of the Company or any subsidiary, then at the noteholders option, the
Company must pay to each noteholder, a sum of money determined by multiplying up
to the outstanding principal amount of the note designated by each such
noteholder by, at the noteholders election, the greater of (x) 115%, or (y) a
fraction the numerator of which is the highest closing price of the Companys
common stock for the thirty days preceding the date demand is made by the
noteholder and the denominator of which is the lowest applicable conversion
price during such thirty (30) day period, plus accrued but unpaid
interest and any other amounts due. Pursuant to the Private Placement, the
Company also agreed to issue to the Investors warrants (collectively, the
Warrants) to purchase common stock in an amount equal to the principal amount
of each Note divided by $0.18. The Warrants have a six-year term, may be
exercised on a cashless basis (commencing twelve months after the closing date
of the Private Placement only if the common stock underlying the Warrants is not
included for public resale in an effective registration statement), and have an
exercise price of $0.22 (post-split) shares, subject to adjustment in the event
of stock splits, stock dividends, or in the event of certain subsequent
issuances of the Company of common stock or securities convertible into common
stock at a lower price. The Notes may not be converted, and the Warrants may not
be exercised, to the extent such conversion or exercise would cause the holder,
together with its affiliates, to beneficially own a number of shares of common
stock which would exceed 9.99% of the Companys then outstanding shares of
common stock following such conversion or exercise. Pursuant to the Subscription
Agreement, the Investors shall have demand and piggyback registration rights.
The Companys obligations under the Notes are guaranteed by the Company and
secured by a second mortgage on the real estate owned by the Company in British
Columbia, Canada.
10
As a result of the completion of
the Share Exchange Agreement and the Private Placement financing, the Company
has issued and outstanding 228,947,593 shares of Common Stock (which is
equivalent to 572,369 post-split shares) . The Company has outstanding
obligations to issue 3,450,000,000 (post-split) shares of Common Stock to Andrew
McKinnon which is the equivalent of 8,675,000 post-split shares. The Company is
also obligated to issue Common Stock or to have reserved shares of Common Stock
for issuance upon conversion of promissory notes, warrants or options. The
following sets forth the Companys outstanding capitalization table which
provides for the need to issue post-split common shares and/or to reserve for
issuance shares upon conversion of certain notes, warrants and/or options
totaling 28,096,774 shares (collectively hereinafter referred to as the
Companys Commitment Securities):
Type or Name of Security Holder
|
Pre-Split Shares
|
Post-Split Shares
|
|
|
|
Andrew McKinnon
|
3,450,000,000
|
8,675,000
|
Private Placement Accredited Investor
conversion of notes
|
2,555,555,556
|
6,388,889
|
Private Placement Accredited Investor
Conversion of warrants
|
2,555,555,556
|
6,388,889
|
Stock Option Plan
|
800,000,000
|
2,000,000
|
Alpha Capital
|
310,042,800
|
775,107
|
DR Financial
|
12,000,000
|
30,000
|
Reserve for PPM Notes and Warrants which may
be exercised
|
1,555,555,555
|
3,888,889
|
Total
|
11,238,709,467
|
28,096,774
|
Purpose of
Amendment
The foregoing Share Exchange Agreement and Private Placement
Agreement described above obligate the Company to complete a one-for-four
hundred stock split in order to complete the Companys obligations to Andrew
McKinnon and to the investors under the Private Placement financing and to
create additional availability of Common Stock as a result of the Reverse Stock
Split, by maintaining the number of authorized shares of Common stock at
250,000,000 post Reverse Stock Split.
11
Board Approval/Consenting Stockholder Approval
On June 26, 2014, the Board of
Directors approved and on or about August 1, 2014, the Consenting Stockholder is
expected to ratify a one-for-four hundred reverse stock split so that every four
hundred shares of pre-split Common Stock become equivalent to one post-split
share of Common Stock (the Reverse Stock Split). The Effective Date of the
Reverse Stock Split, which is expected to be on or about August 13, 2014, will
be made by the Companys Board of Directors in coordination with giving
appropriate notice to FINRA at least 10 days prior to the anticipated Record
Date and disclosing such dates in an appropriate Form 8-K and/or Press
Release.
Common Stockholder Rights
The Company is authorized under
its Articles of Incorporation to issue 250,000,000 shares of Common Stock, $.001
par value. All shares of our common stock have equal rights and privileges with
respect to voting, liquidation and dividend rights. Each share entitles the
holder thereof to (i) one non-cumulative vote for each share held of record on
all matters submitted to a vote of the stockholders; (ii) to participate equally
and to receive any and all such dividends as may be declared by the board of
directors; and (iii) to participate pro rata in any distribution of assets
available for distribution upon liquidation. Holders of our common stock have no
preemptive rights to acquire additional shares of common stock or any other
securities. The common stock is not subject to redemption and carries no
subscription or conversion rights.
Amendment to Articles of Incorporation
Our current authorized capitalization of Common Stock post
Reverse Stock Split will remain unchanged at 250,000,000,000 shares of common
stock with a par value of $.001 per share.
Under applicable Nevada law, a corporation may affect a reverse
stock split without correspondingly decreasing the number of authorized shares
of the same class or series if:
(a)
|
The board of directors adopts a resolution setting forth
the proposal to decrease the number of issued and outstanding shares of a
class or series; and
|
|
|
(b)
|
The proposal is approved by the vote of stockholders
holding a majority of the voting power of the outstanding shares of the
affected class or series.
|
As our board of directors has approved the Reverse Stock Split
and the Consenting Stockholder holding a majority of our outstanding shares of
common stock is expected to ratify, adopt and approve the Reverse Stock Split by
Written Consent, we are not required to change our authorized Common Stock
capitalization. Accordingly, our amendment to our articles of incorporation will
reflect that our outstanding shares have been reverse split, but that our Common
Stock capitalization will be unchanged. Upon the effectiveness of the split,
each share of our issued and outstanding common stock will be reverse split on a
one (1) share for four hundred (400) shares basis. Stockholders who would
otherwise be entitled to receive fractional shares, because they hold a number
of shares of common stock that is not evenly divided by the split ratio, will
have the number of new shares to which they are entitled rounded up to the next
whole number of shares. No stockholders will receive cash in lieu of fractional
shares.
Effect of the Reverse Stock Split
Split shares of common stock issued in connection with the
Reverse Stock Split will be fully paid and non-assessable. The number of
stockholders will remain unchanged as a result of the Reverse Stock Split.
12
The Reverse Stock Split will decrease the number of outstanding
common shares but will not affect any stockholder's proportionate interest in
our company prior to the closing of the Share Exchange, except for minor
differences resulting from the rounding up of fractional shares. The par value
of our common stock will remain unchanged. While the aggregate par value of our
outstanding common stock will be decreased, our additional paid-in capital will
be increased by a corresponding amount. Therefore, the Reverse Stock Split will
not affect our total stockholders' equity. All share and per share information
will be retroactively adjusted to reflect the split for all periods presented in
our future financial reports and regulatory filings.
Although it is generally expected that a reverse split will
result in a proportionate increase in the market price of the split shares,
there can be no assurance that our common stock will trade at a multiple of our
current price, or that any price increase will occur or be sustained. If the
market price of our stock declines after the implementation of the Reverse Stock
Split, the percentage decline as an absolute number and as a percentage of our
overall market capitalization would be greater than would be the case in the
absence of the Reverse Stock Split.
Furthermore, the possibility exists that the reduction in the
number of outstanding shares will adversely affect the market for our common
stock by reducing the relative level of liquidity. In addition, the Reverse
Stock Split may increase the number of the stockholders who own odd lots, or
less than 100 shares. Stockholders who hold odd lots typically will experience
an increase in the cost of selling their shares, as well as possible greater
difficulty in effecting such sales. Consequently, there can be no assurance that
the Reverse Stock Split will achieve the desired results outlined above. It is
anticipated that the Reverse Stock Split will cause our current bid price of our
shares on a post-split basis to rise above $.01 per share, which is the minimum
bid price required to apply for an upgraded listing from OTCPink to OTCQB. We
can provide no assurances that our Company efforts to obtain an OTCQB listing
post completion of the Reverse Stock Split will be achieved.
Following the Reverse Stock Split, we will have issued and
outstanding approximately 572,369 shares of Common Stock, without giving effect
to the rounding up of fractional shares.
Following the Reverse Stock Split, we will have the corporate
authority to issue approximately 249,427,631 shares of authorized but unissued
post-split Common Stock. These shares may be issued without stockholder approval
at any time, in the sole discretion of our board of directors. The authorized
and unissued shares may be issued for cash, to acquire property or for any other
purpose that is deemed in the best interests of our company. Any decision to
issue additional shares will reduce the percentage of our stockholders' equity
held by our current stockholders and could dilute our net tangible book value.
Except for share issuance requirements described under the Commitment
Securities, including, without limitation, completing our obligations to the
Consenting Stockholder, we have no other immediate plans, proposals or
arrangements, written or otherwise, to use these authorized and unissued shares
of common stock following the Reverse Stock Split.
As a result of our Reverse Stock Split, our authorized and
unissued shares could possibly be used by management to oppose a hostile
takeover attempt, delay or prevent changes of control, or changes in or removal
of management. This could include transactions that are favored by a majority of
stockholders, or in which the stockholders might otherwise receive a premium for
their shares over then-current market price, or benefit stockholders in some
other manner. Tender offers or other non-open market acquisitions of stock are
usually made at prices above the prevailing market price. In addition,
acquisitions of stock by persons attempting to acquire control through market
purchases may cause the market price of the stock to reach levels that are
higher than would otherwise be the case.
13
As a result of our Reverse Stock Split, the available
authorized and unissued shares of Common Stock give the Company the ability to
cause a potential anti-takeover effect by creating potential dilution to the
number of outstanding common shares. Such dilution will cause a party attempting
a takeover to be required to buy more shares of the company stock and to expend
additional resources to accomplish a takeover. While the Reverse Stock Split is
part of a plan to complete the Consenting Stockholders takeover of control of
the Company, the Reverse Stock Split is not part of a plan by management to
affect the ability of third parties in the future to take over or cause a
further change in control of the Company, nor are we currently contemplating any
such anti-takeover plan.
We will not become a private company as a result of the Reverse
Stock Split and we plan to continue to file periodic and other reports with the
SEC under the Exchange Act.
Following the Reverse Stock Split, you will receive a Letter of
Transmittal to return your old stock certificates to our transfer agent
identified below and to be replaced with new certificates. You are not required
to exchange your certificates for new certificates, but such exchange will be
recommended by management. In the future, new share certificates will be issued
reflecting the Reverse Stock Split, name change and new cusip number but this in
no way will affect the validity of your current share certificates. The Reverse
Stock Split will occur on the effective date (anticipated to be on or about
August 13, 2014) to be announced by the Company on a Form 8-K and/or press
release without any further action on the part of our stockholders. After the
effective date of the Reverse Stock Split, each share certificate representing
shares of pre-split Common Stock will be deemed to represent 1/400 shares of
post-split Company Common Stock. The name, address and phone no. of our transfer
agent is as follows: Holladay Stock Transfer, Att: Tom Laucks, 2939 N.
67
th
Place, Ste. C, Scottsdale, AZ 85251.
Reason for the Reverse Stock Split
We currently have 250,000,000 shares of Common Stock
authorized. We are committed to have to issue additional shares of Common Stock
pursuant to our Commitment Securities described above and we currently do not
have sufficient authorized Common Stock to issue pursuant to said commitments
and contractual obligations. Also, our stock currently trades at a fraction of a
penny. Recently the OTC Markets announced its plan to lower the status of stocks
trading below a minimum bid price of $.01 per share appearing on the OTCQB to
pink sheet status. As a result, our Common Stock is now quoted under the pink
sheet status. As a result of the Reverse Stock Split, management believes that
our Common Stock may trade at a minimum bid price in excess of $.01 per share
which would then make our Common Stock eligible for trading and quotation in the
OTCQB Market. No assurances can be given that managements expectations will be
realized. Accordingly, for both of the foregoing reasons, we have elected to
reverse split our shares of common stock.
We request that stockholders do not send in any of their
stock certificates at this time.
As applicable, new share certificates evidencing post-split
shares that are issued in exchange for old pre-split certificates representing
restricted shares, will contain the same restrictive legend as on the old
certificates. Also, for purposes of determining the term of the restrictive
period applicable to the new post-split shares, the time period during which a
stockholder has held their existing pre-split shares will be included in the
total holding period.
14
Accounting Matters
The par value per share of the common stock will remain
unchanged after the Reverse Stock Split. As a result, on the effective date of
the Reverse Stock Split, the stated capital on the balance sheet attributable to
the common stock will be reduced proportionally, based on the exchange ratio of
the Reverse Stock Split, from its present amount, and the additional paid-in
capital account will be credited with the amount by which the stated capital is
reduced. The per share common stock net income or loss and net book value will
be increased because there will be fewer shares of the common stock outstanding.
The company does not anticipate that any other accounting consequences would
arise as a result of the Reverse Stock Split.
Other Effects on Outstanding Shares
When the Reverse Stock Split is implemented, the rights and
preferences of the outstanding shares of the common stock will remain the same
after the Reverse Stock Split. Each share of common stock issued pursuant to the
Reverse Stock Split will be fully paid and non-assessable. The Reverse Stock
Split would result in some stockholders owning "odd-lots" of less than 100
shares of the common stock. Brokerage commissions and other costs of
transactions in odd-lots are generally higher than the costs of transactions in
"round-lots" of even multiples of 100 shares.
No Appraisal Rights
Under Nevada Corporations Law, stockholders are not entitled to
appraisal rights with respect to the proposed Reverse Stock Split and amendment
to our articles of incorporation.
United States Federal Income Tax Consequences of the Reverse
Stock Split
The following is a summary of certain material U.S. federal
income tax consequences of the Reverse Stock Split to a stockholder (hereinafter
a "
U.S. stockholder
") that is a "United States person," as defined
in the Internal Revenue Code of 1986, as amended (the "
Code
").
This summary is not intended to be a complete discussion of all possible U.S.
federal income tax consequences of the Reverse Stock Split and is included for
general information purposes only. Further, it does not address any state, local
or foreign income or other tax consequences. For example, state and local tax
consequences of the Reverse Stock Split may vary significantly as to each U.S.
stockholder, depending upon the state in which such stockholder resides or does
business. Also, it does not address the tax consequences to holders that are
subject to special tax rules, such as banks, insurance companies, regulated
investment companies, personal holding companies, foreign entities, nonresident
alien individuals, broker-dealers and tax-exempt entities. In addition, the
discussion does not consider the tax treatment of partnerships or other
pass-through entities or persons who hold our shares through such entities.
The discussion below is based on the provisions of the U.S.
federal income tax law as of the date hereof, which are subject to change
retroactively as well as prospectively. This summary also assumes that the
shares held by a U.S. stockholder prior to the Reverse Stock Split ("
Old
Shares
") were, and the shares owned by such stockholder immediately
after the Reverse Stock Split ("
New Shares
") will be, held as
"capital assets," as defined in the Code, generally property held for
investment. The tax treatment of a stockholder may vary depending upon the
particular facts and circumstances of such stockholder. The discussion below
regarding the U.S. federal income tax consequences of the Reverse Stock Split
also is not binding on the Internal Revenue Service or the courts. Accordingly,
each stockholder is urged to consult with his, her or its own tax advisor with
respect to the tax consequences of the Reverse Stock Split.
15
No gain or loss should be recognized by a U.S. stockholder upon
such stockholder's exchange, or deemed exchange, of Old Shares for New Shares
pursuant to the Reverse Stock Split. The aggregate tax basis and holding period
of the New Shares received in the Reverse Stock Split should be the same as such
stockholder's aggregate tax basis and holding period in the Old Shares being
exchanged. Special tax basis and holding period rules may apply to holders that
acquired different blocks of stock at different prices or at different times.
Holders should consult their own tax advisors as to the applicability of these
special rules to their particular circumstances.
PROPOSAL NO. 4
|
|
PROPOSAL TO RATIFY, ADOPT AND APPROVE
|
THE 2014 EMPLOYEE BENEFIT AND CONSULTING COMPENSATION
PLAN
|
COVERING 2,000,000 POST-SPLIT SHARES OF COMMON
STOCK
|
|
Management recommends that you vote in favor of the
ratification, adoption and approval of the
2014 Employee Benefit
and Consulting Compensation Plan.
|
|
This Proposition will be decided by a majority of the
votes cast at the Meeting
|
of Stockholders by the holders of shares entitled to
vote thereon.
|
On June 26, 2014, the Board
established an Employee Benefit and Consulting Compensation Plan (the 2014
Plan) covering 2,000,000 (post-split) shares with an effective date of August
1, 2014, subject to ratification and approval by stockholders. The material
features of the Plan are described below. (Note: A copy of the plan is appended
hereto as Exhibit B.)
Administration
Our Board of Directors,
Compensation Committee or both, in the sole discretion of our Board, will
administer the 2014 Plan. The Board, subject to the provisions of the 2014 Plan,
has the authority to determine and designate employees and consultants to whom
awards shall be made and the terms, conditions and restrictions applicable to
each award (including, but not limited to, the option price, any restriction or
limitation, any vesting schedule or acceleration thereof, and any forfeiture
restrictions). The Board or Compensation Committee may, in its sole discretion,
accelerate the vesting of awards. Our Compensation Committee must approve all
grants of Options and Stock Awards issued to our executive officers or
directors.
Types of Awards
The 2014 Plan is designed to
enable us to offer certain officers, employees, directors and consultants of us
and our subsidiaries equity interests in us and other incentive awards in order
to attract, retain and reward such individuals and to strengthen the mutuality
of interests between such individuals and our stockholders. In furtherance of
this purpose, the 2014 Plan contained provisions for granting incentive and
non-statutory stock options and Common Stock Awards.
Stock Options
. A "stock
option" is a contractual right to purchase a number of shares of Common Stock at
a price determined on the date the option is granted. The option price per share
of Common Stock purchasable upon exercise of a stock option and the time or
times at which such options shall be exercisable shall be determined by the
Board at the time of grant. Such option price shall not be less than 100% of the
fair market value of the Common Stock on the date of grant. The option price
must be paid in cash, money order, check or Common Stock of the Company. The
Options (excluding Incentive Stock Options) may also contain at the time of
grant, at the discretion of the Board, certain cashless exercise provisions.
Options shall be exercisable at
the times and subject to the conditions determined by the Board at the date of
grant, but no option may be exercisable more than ten years after the date it is
granted. If the Optionee ceases to be an employee of our company for any reason
other than death, any option originally granted as an Incentive Stock Option
exercisable on the date of the termination of employment may be exercised for a
period of thirty days or until the expiration of the stated term of the option,
whichever period is shorter. In the event of the Optionees death, any
originally granted Incentive Stock Option exercisable at the date of death may
be exercised by the legal heirs of the Optionee from the date of death until the
expiration of the stated term of the option or six months from the date of
death, whichever event first occurs. In the event of disability of the Optionee,
any originally granted Incentive Stock Options shall expire on the stated date
that the Option would otherwise have expired or 12 months from the date of
disability, whichever event first occurs. The termination and other provisions
of a non-statutory stock option shall be fixed by the Board of Directors at the
date of grant of each respective option.
19
Common Stock Award
.
Common Stock Award are shares of Common Stock that will be issued to a
recipient at the end of a restriction period, if any, specified by the Board if
he or she continues to be an employee, director or consultant of us. If the
recipient remains an employee, director or consultant at the end of the
restriction period, the applicable restrictions will lapse and we will issue a
stock certificate representing such shares of Common Stock to the participant.
If the recipient ceases to be an employee, director or consultant of us for any
reason (including death, disability or retirement) before the end of the
restriction period unless otherwise determined by the Board, the restricted
stock award will be terminated.
Eligibility
The Companys officers,
employees, directors and consultants of Ace Group and its subsidiaries are
eligible to be granted stock options, and Common Stock Awards. Eligibility shall
be determined by the Board or our Compensation Committee; however, all Options
and Stock Awards granted to officers and directors must be approved by our
Compensation Committee.
Termination or Amendment of the 2014 Plan
The Board may at any time amend,
discontinue, or terminate all or any part of the 2014 Plan, provided, however,
that unless otherwise required by law, the rights of a participant may not be
impaired without his or her consent, and provided that we will seek the approval
of our stockholders for any amendment if such approval is necessary to comply
with any applicable federal or state securities laws or rules or
regulations.
Awards
It is not possible to predict the
individuals who will receive future awards under the 2014 Plan or the number of
shares of Common Stock covered by any future award because such awards are
wholly within the discretion of the Board or our Compensation Committee.
Currently, there have been no awards granted under the 2014 Plan, except for
options to purchase 750,000 (post-split) shares issued to Andrew McKinnon. The
2014 Plan will terminate and no awards may be granted after June 26, 2024
.
Shares Subject to the Plan
The maximum number of shares of
Common Stock that may be issued pursuant to awards granted under the Plan is
2,000,000 (post-split) shares. Such shares may be either authorized and unissued
shares or issued shares reacquired by the Company and held in treasury. The Plan
does not limit the number of shares of Common Stock with respect to which
options or Stock Awards may be granted to any individual during any calendar
year, except there are limits in the case of Incentive stock Options to those
established by the Internal Revenue Code of 1986, as amended. The aggregate
number of shares issuable under the 2014 Plan and the number of shares subject
to options and awards to be granted under the Plan are subject to adjustment in
the event of certain mergers, reorganizations, consolidations,
recapitalizations, dividends (other than a regular cash dividend), stock split
or other change in corporate structure affecting the Common Stock. Shares
subject to options that expire, terminate or are canceled unexercised, shares of
stock that have been forfeited to the Company and shares that are not
issued as a result of forfeiture or termination of an award may be reissued
under the Plan.
20
Federal Tax Consequences
The Federal income tax discussion
set forth below is intended for general information only. State and local income
tax consequences are not discussed, and may vary from locality to locality.
Incentive Stock Options
.
Incentive stock options granted under the 2014 Plan are designed to qualify for
the special tax treatment for incentive stock options provided for in the
Internal Revenue Code (the "Code"). Under the provisions of the Code, an
optionee who at all times from the date of grant until three months before the
date of exercise is an employee of the Company, and who does not dispose of the
shares of Common Stock obtained upon exercise of his incentive stock option for
two years after the date of grant and holds those shares for at least one year
after exercise, will recognize no taxable income on either the grant or exercise
of such option and will recognize capital gain or loss on the sale of the
shares. If such shares are held by the optionee for the required holding period,
the Company will not be entitled to any tax deduction with respect to the grant
or exercise of the option. If such shares are sold by the optionee prior to the
expiration of the holding periods described above, the optionee will recognize
ordinary income upon such disposition. Upon the exercise of an incentive stock
option, the optionee will incur an item of tax preference equal to the excess of
the fair market value of the shares at the time of exercise over the exercise
price, which may subject the optionee to the alternative minimum tax.
Non-Qualified Options
.
Under present Treasury regulations, an optionee who is granted a non-qualified
option will not realize taxable income at the time the option is granted. In
general, an optionee will be subject to tax for the year of exercise on an
amount of ordinary income equal to the excess of the fair market value of the
shares on the date of exercise over the option price, and the Company will
receive a corresponding deduction. Income tax withholding requirements apply
upon exercise. The optionee's basis in the shares so acquired will be equal to
the option price plus the amount of ordinary income upon which he is taxed. Upon
subsequent disposition of the shares, the optionee will realize capital gain or
loss, long-term or short-term, depending upon the length of time the shares are
held after the option is exercised.
Common Stock Awards.
Recipients of shares of restricted Common Stock that are not transferable and
are subject to substantial risk of forfeiture at the time of grant will not be
subject to Federal income taxes until lapse or release of the restrictions on
the shares. The recipients income and the Companys deduction will be equal to
the fair market value of the shares on the date of lapse or release of such
restrictions.
ADDITIONAL INFORMATION
Effective Date of the Amendment
The Amendment to the Companys
Articles of Incorporation to effectuate the Name Change and authorization of
Preferred Stock will become effective upon the filing of the amendment to the
Companys Articles of Incorporation with Secretary of State of the State of
Nevada. The Reverse Stock Split will become effective on or about August 13,
2014 or at date specified by FINRA after compliance with their rules and
regulations. Approval of the Stock Option Plan will be effective on the
Effective Date of the written consent which is on or about August 1, 2014.
Pursuant to Rule 14c-2 under the Exchange Act, the foregoing Action may not
become effective until a date that is at least 20 days after the date on which
this Information Statement has been mailed to the stockholders of the Company.
21
Lack of Dissenters Right of Appraisal
Under Nevada law and the
Companys Articles of Incorporation and bylaws, no stockholder has any right to
dissent to the four Proposals described herein and no stockholder is entitled to
appraisal of or payment for their shares of Common Stock pursuant to such
Proposals.
No Meeting of Stockholders Required
The Company is not soliciting any
votes with regard to four Proposals. The Consenting Stockholder of the Company
intends to consent to the four Proposals and the Consenting Stockholder owns
___% of the total issued and outstanding shares of voting capital stock and,
accordingly, such principal stockholders have sufficient shares to approve all
four Proposals.
PROPOSALS BY SECURITY HOLDERS
No security holder has requested
the Company to include any additional proposals in this Information Statement.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO
BE ACTED UPON
No officer or director of the
Company has any substantial interest in the matters to be acted upon, other than
his role as an officer and director of the Company, except that Andrew McKinnon,
the Consenting Stockholder and Chief Executive Officer of the Company, will
receive 8,675,000 post-split shares of the Companys Common Stock pursuant to
the completion of the March 21, 2014 Share Exchange Agreement described herein.
No person of the Company has informed the Company that he intends to oppose the
proposed action to be taken by the Company as set forth in this Information
Statement.
SEC REPORTS
The Company files reports with
the Securities and Exchange Commission (the SEC). These reports include annual
and quarterly reports, as well as other information the Company is required to
file pursuant to securities laws. You may read and copy materials the Company
files with the SEC at the SECs Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC at
http://www.sec.gov
.
Householding of Proxy Materials
Some banks, brokers and other
nominee record holders may employ the practice of householding proxy
statements and annual reports. This means that only one copy of this Information
Statement may have been sent to multiple stockholders residing at the same
household. If you would like to obtain an additional copy of this Information
Statement, please contact us at our transfer agent at Holladay Stock Transfer,
Att: Tom Laucks, 2939 N. 67
th
Place, Ste. C, Scottsdale, AZ 85251. If
you want to receive separate copies of our information statements, or if you are
receiving multiple copies and would like to receive only one copy for your
household, you should contact your bank, broker or other nominee record holder.
22
Where You Can Find More Information
We are subject to the
informational requirements of the Securities Exchange Act of 1934, as amended,
and in accordance with the requirements thereof, file reports, proxy statements
and other information with the Securities and Exchange Commission (SEC). For
further information about us, you may refer to the following reports filed with
the SEC, which are incorporated herein by reference:
|
our Annual Report on Form 10-K for the year
ended August 31, 2013;
|
|
|
|
our Quarterly Reports on Form 10-Q for the
quarters ended November 30, 2013 and February 28, 2014; and
|
|
|
|
our Reports on form 8-K filed on March 18,
2014, March 27, 2014 and April 2, 2014.
|
Copies of these reports and other
information can be obtained at the SECs public reference facilities at 100 F
Street, N.E., Washington, DC 20549. Additionally, these filings may be viewed at
the SECs website at
http://www.sec.gov
.
Dated:
|
July 7, 2014
|
IRONWOOD GOLD CORP.
|
|
|
|
|
|
|
|
|
By: /s/ Andrew McKinnon, CEO
|
23
Exhibit A
|
ROSS MILLER
|
Secretary of State
|
204 North Carson Street, Suite 1
|
Carson City, Nevada 89701-4520
|
(775) 684-5708
|
Website: www.nvsos.gov
|
Certificate of Amendment
(PURSUANT
TO NRS 78.385
AND 78.390)
|
USE BLACK INK ONLY - DO NOT HIGHLIGHT
|
ABOVE SPACE IS FOR OFFICE USE ONLY
|
Certificate of Amendment to Articles of
Incorporation
For Nevada Profit
Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance
of Stock)
1. Name of corporation:
Ironwood Gold Corp.
2. The articles have been amended
as follows: (provide article numbers, if available)
On August 13, 2014, the Corporation shall have become effective
a one-for-400 reverse stock split of its common stock. There will be no change
in the number of authorized shares of common stock or par value, which shall
remain at 250,000,000 shares, $.001 par value.
See Attachment A.
3. The vote by which the stockholders holding shares in the
corporation entitling them to exercise a least a majority of the voting power,
or such greater proportion of the voting power as may be required in the case of
a vote by classes or series, or as may be required by the provisions of the
articles of incorporation* have voted in favor of the amendment is: %
4. Effective date and time of filing: (optional)
|
Date: ____________ , 2014
|
Time: ________________________
|
|
|
|
5. Signature: (required)
|
(must not be later than 90 days
after the certificate is filed)
|
X
/s/ Andrew McKinnon,
CEO
Signature of Officer
*If any proposed amendment would alter or change any preference
or any relative or other right given to any class or series of outstanding
shares, then the amendment must be approved by the vote, in addition to the
affirmative vote otherwise required, of the holders of shares representing a
majority of the voting power of each class or series affected by the amendment
regardless to limitations or restrictions on the voting power thereof.
IMPORTANT:
Failure to include any of the above
information and submit with the proper fees may cause this filing to be
rejected.
This form must be accompanied by appropriate fees.
|
Nevada Secretary of State Amend Profit-After
|
Revised: 8-31-11
ATTACHMENT A
ARTICLE I
CORPORATE NAME
ARTICLES I AND III ARE AMENDED TO READ AS FOLLOWS:
The name of the corporation
(which is hereinafter referred to as the Corporation) shall The Wilderness
Adventure Group, Inc.
ARTICLE III
CAPITAL STOCK
The purpose of the Corporation is
to engage in any lawful act or activity for which corporations may be organized
under the laws of the State of Nevada.
3.1
Number
of Authorized Shares; Par Value
. The aggregate number of shares which the
Corporation shall have authority to issue is two hundred sixty million
(260,000,000) shares, of which two hundred fifty million (250,000,000) shares
shall be designated as common stock, par value $0.001 per share, and of which
ten million (10,000,000) shall be designated as preferred stock, par value
$0.001 per share.
3.2
Preferred
Stock
. The preferred stock may be issued at any time or from time to time,
in any one or more series, and any such series shall be comprised of such number
of shares and may have such voting powers, whole or limited, or no voting
powers, and such designations, preferences and relative, participating, options
or other special rights and qualifications, limitations or restrictions thereof,
including liquidation preferences, as shall be stated and expressed in the
resolution or resolutions of the board of directors of the Corporation, with the
board of directors being hereby expressly vested with such power and authority
to the full extent now or hereafter permitted by law.
3.3 No
shareholder shall be entitled as a matter of right to subscribe for or receive
additional shares of any class of stock of the corporation, whether now or
hereafter authorized, or any bonds, debentures or securities convertible into
stock, but such additional shares of stock or other securities convertible into
stock may be issued or disposed of by the Board of Directors to such persons and
on such terms as in its discretion it shall deem advisable.
Exhibit B
IRONWOOD GOLD CORP.
2014 EMPLOYEE BENEFIT AND
CONSULTING SERVICES COMPENSATION PLAN
1.1
Establishment
.
Ironwood Gold Corp., a Nevada corporation (the Company), hereby establishes a
plan of long-term stock-based compensation incentives for selected Eligible
Participants (defined below) of the Company and its affiliated corporations.
This plan was adopted on __________, 2014 (the Adoption Date) by the Board of
Directors, subject to stockholder ratification within one year and shall be
known as the 2014 Employee Benefit and Consulting Services Compensation Plan
(the "Plan"). The effective date of the Plan and duration of the Plan is set
forth in section 17 herein.
1.2
Purpose
.
The purpose of the Plan is to further the success of the Company and its
Subsidiaries by making available Common Stock of the Company for purchase by
eligible directors, officers, consultants and key employees of the Company and
its Subsidiaries and thus to provide an additional incentive to such personnel
to continue to serve the Company and its Subsidiaries and to give them a greater
interest as stockholders in the success of the Company. It is intended that this
Plan be considered an "Employee Benefit Plan" within the meaning of Regulation
405 of the Securities Act of 1933, as amended (the "1933 Act").
The Company intends this Plan to
enable the Company to issue, pursuant hereto, Incentive Stock Options as such
term is defined in Section 422 of the Internal Revenue Code of 1986, as amended
from time to time (the "Code"). The Company also intends this Plan to enable it
to issue similar options which will not, however, be qualified as Incentive
Stock Options (also known as "Non-Statutory Stock Options) and to issue stock
in exchange for services rendered.
The Plan shall become effective
as provided in Section 17, provided, however, Incentive Stock Options may not be
exercised and will be void and of no further force and effect if the Plan is not
approved by stockholders within 12 months of the Adoption Date of the Plan.
The following definitions shall
be applicable to the terms used in the Plan:
2.1
"Affiliated
Corporation"
means any corporation that is either a parent corporation with
respect to the Company or a subsidiary corporation with respect to the Company
(within the meaning of Sections 424(e) and (f), respectively, of the Code).
2.2 Board
means the Board of Directors of the Company.
2.3
"Committee"
means a committee designated by the Board of Directors to administer the Plan
or, if no committee is so designated, the Board of Directors. The Board of
Directors, in its sole discretion, may at any time remove any member of the
Committee and appoint another Director to fill any vacancy on the Committee. The
Committee shall consist of at least two members of the Board of Directors,
preferably (but not required) all of whom are Non-Employee Directors. For the
purposes of the Plan, a director or member of the Committee shall qualify as a
Non-Employee Director only if such person qualifies as a Non-Employee Director
within the meaning of paragraph (b)(3)(i) of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended.
2.4
"Common
Stock"
means the Company's $.001 par value voting common stock.
2.5
"Company"
means Ironwood Gold Corp., a Nevada corporation.
2.6 Disability
means permanent total disability as defined in the Code.
1
2.7
"Effective
Date"
means the effective date of the Plan, as set forth in Section 17
hereof.
2.8
"Eligible
Participant"
or
"Participant"
means any employee, director, officer,
consultant, or advisor of the Company who is determined (in accordance with the
provisions of Section 4 hereof) to be eligible to receive stock and exercise
stock options hereunder. Not withstanding the foregoing, no consultant or
advisor shall receive options unless such person is eligible to receive same
under an employee benefit plan which would be filed under a Form S-8
Registration Statement.
2.9 Fair
Market Value with respect to Common Stock means fair market value of a share of
Common Stock as determined as of the date of grant in accordance with Section
422(c)(7) of the Code and the Regulations applicable thereto. In this respect,
the Fair Market Value of the Common Stock shall be determined as follows:
(i) If
the Common Stock is listed on or quoted on any established stock exchange or a
national market system, including without limitation, NYSE Alternext US LLC, the
NASDAQ National Market or the NASDAQ SmallCap Market or in the OTCQB, its fair
market value shall be the mean between the high and low sales price for such
stock on such exchange or system on the date of such grant, as reported in The
Wall Street Journal or such other source as the Board deems reliable, or, if
none, shall be the mean of the closing bid and ask prices, if any, for the
Common Stock on the date of such grant, as reported in The Wall Street Journal
or such other source as the Board deems reliable, or, if none, shall be
determined by taking a weighted average of the means between the highest and
lowest sales on the nearest date before and the nearest date after the date of
grant in accordance with Section 25.2512 -2 of the Regulations;
(ii) If
the Common Stock is not then listed or quoted on any established stock exchange
or national market system or in the OTCQB, its fair market value shall be the
average of the bid prices, if any, for the Common Stock on the date of such
grant, as reported in National Daily Quotation Service or such other source as
the Board deems reliable; or, if none, shall be determined by taking a weighted
average of the means between the highest and lowest sales on the nearest date
before and the nearest date after the date of grant in accordance with Section
25.2512 -2 of the Regulations; and
(iii) If
the Fair Market Value of the Common Stock cannot be determined under either (i)
or (ii) of Section (c) above, the Fair Market Value thereof shall be determined
in good faith by the Board.
(iv) Regardless
of (i) or (ii) of Section (c) above, if the last sales price is reported, that
value should be used.
2.10 Grant
means the action of the Board or Committee at the time of grant of an Option or
direct issuance of a share of Common Stock.
2.11 "Incentive
Stock Option" means any incentive stock option as defined in Section 422(b) of
the Code granted to an individual for any reason connected with his employment
by the Company at the time of the granting of a given option under the Plan.
2.12 "Modification"
means any change in the terms of an option which would constitute a
"modification" as defined in Section 424(h)(3) of the Code, including, without
limitation, such a modification to an option as effected by a change in the Plan
and any other change in the Plan which would increase the number of shares
reserved for options under the Plan, materially change the administration of the
Plan (except as permitted in paragraphs 4(c) hereof) or that would otherwise
materially increase the benefits accruing to, or available for, participants in
the Plan; provided, however, that registration of Option shares under the
Securities Act of 1933, as amended, shall not be deemed a Modification.
2.13 "Non-Statutory
Stock Option" means any option granted under this Plan other than an Incentive
Stock Option.
2.14
"Option"
means the grant to an Eligible Participant of a right to acquire shares of
Restricted Stock of the Company, unless said shares are duly registered, and
thus freely tradable, pursuant to a Grant of Option approved by the Committee and
executed and delivered by the Company. "Options" means any Incentive Stock
Option or Non-Statutory Stock Option, unless otherwise indicated or required by
context.
2
2.15
"Registered
Stock"
means shares of Common Stock, $.001 par value, of the Company
underlying an Option which, if specified in the written Option are, upon
issuance, freely tradable by virtue of having been registered with the
Securities and Exchange Commission on a Form S-8 Registration Statement, or
another appropriate registration statement, and which shares have been issued
subject to the "blue sky" provisions of any appropriate state jurisdiction.
Special resale restrictions may, however, apply to officers, directors, control
shareholders and affiliates of the Company and such individuals or entities will
be required to obtain an opinion of counsel as regards their ability to resell
shares received pursuant to this Plan.
2.16 Subsidiary
means any corporation which is a subsidiary corporation as defined in Section
424(f) of the Code, and the regulations thereto.
2.17 "10%
Stockholder" means a person who owns stock possessing more than 10% of the total
combined voting power of all classes of stock of Company or of any parent or
subsidiary of the Company after giving effect to the attribution of stock
ownership provisions of Section 424(d) of the Code.
2.18
"Stock"
or
"Restricted Stock"
means shares of Common Stock, $.001 par value, of
the Company issuable directly under the Plan or underlying the grant of the
Option, which are, upon issuance, subject to the restrictions set forth in
Section 11 herein.
References in these definitions
to provisions of the Code shall, when appropriate to effectuate the purposed of
this Plan, be deemed to be references to such provisions of the Code and
regulations promulgated thereunder as the same may be from time to time amended
or to successor provisions to such provisions. Terms defined elsewhere in this
Plan shall have the meanings set forth in such respective definitions. The term
"Subsidiary" or "Subsidiaries" shall be deemed to include any parent corporation
(if any) as defined in Section 424(e) of the Code. Wherever appropriate, words
used in the Plan in the singular may mean the plural, the plural may mean the
singular, and the masculine may mean the feminine.
SECTION 3.
|
ADMINISTRATION OF THE PLAN
|
The Plan is a plan of long-term
stock-based compensation incentives for selected Eligible Participants of the
Company. In the absence of contrary action by the Board, and except for action
taken by the Committee pursuant to Section 4 in connection with the
determination of Eligible Participants, any action taken by the Committee or by
the Board with respect to the implementation, interpretation or administration
of the Plan shall be final, conclusive and binding. This Plan may be
administered by the Committee, the Board or both, in the sole discretion of the
Board.
SECTION 4.
|
ELIGIBILITY AND AWARDS
|
The Committee shall determine at
any time and from time to time after the Effective Date of the Plan: (i) the
Eligible Participants; (ii) the number of shares of Common Stock issuable
directly or to be granted pursuant to the Option which an Eligible Participant
may exercise; (iii) the price per share at which each Option may be exercised,
including the form of consideration to be paid, or the value per share if a
direct issue of stock; and (iv) the terms on which each Option may be granted.
Such determination, may from time to time be amended or altered at the sole
discretion of the Committee. Options granted to officers and/or directors of the
Company shall be granted by the Board, or by the Committee, if the Committee is
composed of all members who are Non-Employee Directors.
3
SECTION 5.
|
GRANT OF OPTION
|
Subject to the terms and
provisions of this Plan, the terms and conditions under which the Option may be
granted to an Eligible Participant shall be established by the Committee and the
Grant of an Option hereunder shall be in the form attached hereto as
Appendix
A
and made a part hereof and containing such changes thereto and such other
provisions as the Committee, in its sole discretion, may determine.
Notwithstanding the foregoing provisions of this Section 5, each Grant of Option
shall incorporate the provisions of this Plan by reference.
Options may be granted after the
Effective Date by the Committee and instruments evidencing such grant(s) may
similarly be so issued, but in each case where Incentive Stock Options are
granted, such Incentive Stock Options and such instruments shall be subject to
the approval and ratification of the Plan by the stockholders of the Company
within one year of the Effective Date of the Plan, and notwithstanding anything
in the Plan that may be deemed to be to the contrary, no Incentive Stock Option
may be exercised unless and until such approval and ratification is obtained. In
the event such approval and ratification shall not be obtained, all Incentive
Stock Options that may have been granted pursuant to the Plan shall be converted
into Non-Statutory Stock Options, but shall be subject to the same termination
provisions applicable to the originally granted Incentive Stock Options. The
shares of Common Stock underlying an Incentive Stock Option may be sold in a
disqualifying disposition under Section 421(b) of the Code. No Option shall be
granted for a term of more than 10 years from the date of Grant. In the case of
Incentive Stock Options granted to a 10% stockholder, the term of the Incentive
Stock Option shall not exceed five years from the date of Grant.
The Committee shall determine the
exercise price of each Option granted under the Plan. Non-Statutory Stock
Options may be granted at any price determined by the Board even if the exercise
price of the Non-Statutory Stock Options is at a price below the Fair Market
Value of the Companys Common Stock on the date of Grant. In the case of
Incentive Stock Options, the following rules shall also apply:
(A) The
purchase price of an Incentive Stock Option may not be less than the Fair Market
Value of the Common Stock at the time of Grant, except that in the case of a 10%
Stockholder who receives an Incentive Stock Option, the purchase price may not
be less than 110% of such Fair Market Value.
(B) The
aggregate fair market value (determined at the time the Option is granted) of
the optioned stock for which Incentive Stock Options are exercisable for the
first time by any employee during any calendar year (under all such Plans of the
Company and its subsidiaries) shall not exceed $100,000.
SECTION 6.
|
TOTAL NUMBER OF SHARES OF COMMON STOCK
|
The total number of shares of
Common Stock reserved for issuance by the Company either directly or underlying
Options granted under this Plan is 2,000,000 shares, it being understood that
the number of shares if post 1:400 reverse stock split, which split became
effective on _________, 2014. The total number of shares of Common Stock
reserved for such issuance may be increased only by a resolution adopted by the
Board of Directors and amendment of the Plan. Stockholder approval of such
increase or other Modification of the Plan within one year of Effective Date
shall be required in the event Incentive Stock Options are granted or to be
granted under the Plan. Common Stock issued under the Plan may be authorized and
unissued or reacquired Common Stock of the Company.
SECTION 7.
|
PURCHASE OF SHARES OF COMMON STOCK
|
7.1 As
soon as practicable after the determination by the Committee of the Eligible
Participants and the number of shares an Eligible Participant may be issued
directly or granted pursuant to an Option, the Committee shall give written
notice thereof to each Eligible Participant, which notice in the case of Option
Grants shall be accompanied by the Grant of Option to be executed by such
Eligible Participant. Upon vesting of Option, an Eligible Participant may
exercise his right to an Option to purchase Common Stock by providing written
notice as specified in the Grant of Option.
4
7.2 The
exercise price for each Option to purchase shares of Common Stock pursuant to
paragraph 7.1 shall be as determined by the Committee based upon the provisions
contained in Section 5 herein, it being understood that the price so determined
by the Committee may vary from one Eligible Participant to another.
SECTION 8.
|
PAYMENT UPON EXERCISE OF OPTION OR DIRECT
ISSUANCE
|
The Committee shall determine the
terms of the Grant of Option and the exercise price or direct issue price for
payment or services by each Participant for his shares of Common Stock granted
thereunder. Such terms shall be set forth or referred to in the Grant of Option
or resolution authorizing the share issuance. The terms and/or prices so set by
the Committee may vary from one Participant to another. Options granted under
the Plan may provide for the payment of the exercise price by delivery of (i)
cash or a check payable to the order of the Company in an amount equal to the
exercise price of such Options, (ii) shares of Common Stock owned by the
optionee having a Fair Market Value equal in amount to the exercise price of
such Options, or (iii) any combination of (i) and (ii), provided, however, that
payment of the exercise price by delivery of shares of Common Stock owned by
such optionee may be made only upon the condition that such payment does not
result in a charge to earnings for financial accounting purposes as determined
by the Committee, unless such condition is waived by the Committee at anytime
between the date of grant and the date of exercise. The Fair Market Value of any
shares of Common Stock which may be delivered to the Company for payment of the
exercise price upon exercise of an Option shall be determined by the Committee
in the manner set forth in the Grant of Option. Reference is made to Section 14
which provides that the Committee may, in its discretion, have the Company make
loans to option holders to pay the exercise price and/or in the case of
Non-Statutory Stock Options, adopt additional cashless exercise provisions in
form satisfactory to it, which provisions would be established at the time of
Grant of each Non-Statutory Stock Option and incorporated into the Grant of
Option.
SECTION 9.
|
DELIVERY OF SHARES OF COMMON STOCK UPON
EXERCISE
|
The Company shall deliver to or
on behalf of each Participant such number of shares of Common Stock as such
Participant elects to purchase upon direct issuance or upon exercise of the
Option. Such shares shall be fully paid and nonassessable upon the issuance
thereof and shall be represented by a certificate or certificates registered in
the name of the Participant and, if Restricted Stock, stamped with an
appropriate legend referring to the restrictions thereon, as described in
Section 11 herein.
SECTION 10.
|
RIGHTS OF EMPLOYEES; NON-TRANSFERABILITY;
EXERCISE
OF
OPTIONS;
TERMINATION OF
EMPLOYMENT; WITHHOLDING OBLIGATIONS
|
10.1
Employment
.
Nothing contained in the Plan or in any Stock Option, Restricted Stock award or
other Common Stock award granted under the Plan shall confer upon any
Participant any right with respect to the continuation of his or her employment
by the Company or any Affiliated Corporation, or interfere in any way with the
right of the Company or any Affiliated Corporation, subject to the terms of any
separate employment agreement to the contrary, at any time to terminate such
employment or to increase or decrease the compensation of the Participant from
the rate in existence at the time of the grant of a Stock Option or other Common
Stock award. Whether an authorized leave of absence, or absence in military or
government service, shall constitute termination of employment shall be
determined by the Committee at the time.
10.2
Non-transferability
.
No right or interest of any Participant in a Stock Option award shall be
assignable or transferable during the lifetime of the Participant, either
voluntarily or involuntarily, or subjected to any lien, directly or indirectly,
by operation of law, or otherwise, including execution, levy, garnishment,
attachment, pledge or bankruptcy. In the event of a Participant's death, a
Participant's rights and interest in Stock Option awards shall be transferable
by testamentary will or the laws of descent and distribution. Notwithstanding
anything contained herein to the contrary, the Company shall permit the
assignment or transfer of an Option to Optionees children, grandchildren,
spouse or trusts established solely for their benefits (the Family Members),
but only if the assignment or transfer is without consideration and the Option
remains subject to the provisions of the Plan.
5
10.3
Exercise
of Options.
An Option granted under the Plan, to the extent vested, shall be
exercisable at such time or times, whether or not in installments, as the
Committee shall prescribe at the time the Option is granted. An Option which has
become exercisable may be exercised in accordance with its terms as to any or
all full shares purchasable under the provisions of the Option. The purchase
price of the shares shall be paid upon the exercise of the Option in accordance
with the provisions of the Grant of Option, and the Company shall not be
required to deliver certificates for such shares until such payment has been
made. Except as provided in Section 10.4, an Incentive Stock Option may not be
exercised at any time unless the holder thereof is then an employee of the
Company or any subsidiaries and shall have been continuously employed by the
Company or any subsidiaries since the date of grant (As used in this Plan, the
terms "employ" and "employment" shall be deemed to refer to employment as an
employee in any such capacity, and "termination of employment" shall be deemed
to mean termination of employment as an employee in all of such capacities and
continuation of employment as an employee in none of such capacities.)
10.4
Termination
of Employment.
Except in the case of Optionee's death or disability as
provided below, in the event of termination of employment of a person to whom an
Incentive Stock Option has been granted under the Plan, notwithstanding the
reason for termination (such as termination for cause, without cause or
voluntary on the part of the optionee,), any Incentive Stock Option held by him
or a Family Member under the Plan, to the extent not theretofore exercised by
the Optionee or Family Member, shall on the 30th day after termination of
employment be null and void. Incentive Stock Options granted under the Plan
shall not be affected by any change of employment so long as the holder
continues in the employ of the Company or any subsidiaries. Nothing in the Plan
or in any Option granted pursuant to the Plan shall confer on any individual any
right to continue in the employ of the Company or any subsidiaries or affiliates
or interfere in any way with the right of the Company or any subsidiaries or
affiliates to terminate his employment or occupancy of any corporate office at
any time.
In the event of the death of an
Optionee to whom an Incentive Stock Option has been granted under the Plan while
he is in the employ of the Company or a subsidiary, such Incentive Stock Option
may be exercised (to the extent of the number of shares covered by the Incentive
Stock Option which were purchasable by the Optionee at the date of his death) by
the lawful owner at any time within a period of six months after his death, but
in no event after the day in which the Incentive Stock Option would otherwise
terminate under the Grant of Option.
In the event of termination of
employment of a person to whom an Incentive Stock Option has been granted under
the Plan by reason of the disability of such person, the optionee or his Family
Member who is then the holder of the Option may exercise his Incentive Stock
Option at any time within one year after such termination of employment but in
no event after the day in which the Incentive Stock Option would otherwise
terminate, to the extent of the number of shares covered by his Incentive Stock
Option which were purchasable by him at the date of the termination of
employment. In the case of Non-Statutory Options, the Committee shall determine
at the time of Grant, all applicable termination provisions of Options, if any,
and shall incorporate them into the Grant of Option.
10.5
Federal
Income Tax or Other Withholding Amounts.
In respect to the direct issuance
of Common Stock or the exercise of Non-Statutory Stock Options or any Incentive
Stock Options which fail to qualify as such for any reason, any required federal
income tax or other withholding amount shall be paid (in full) by the Option
Holder or Family Member as the case may be, to the Company in cash or by
certified check at the time required by applicable federal and/or other laws.
The Company shall not be required to deliver certificates for such shares until
all such payments have been made, and until the Company has had an opportunity
(at its sole discretion) to obtain verification from the Option Holder that all
federal income tax or other withholding amounts have been properly calculated
and paid.
SECTION 11.
|
GENERAL RESTRICTIONS
|
11.1
Restrictive
Legend
. All shares of Common Stock issued or issuable under this plan,
unless qualified as Registered Stock as defined in Section 2 hereinabove, shall
be restricted, and certificates representing the shares shall bear a restrictive
legend reading substantially as follows:
6
The shares represented by this
certificate have not been registered under the Securities Act of 1933. The
shares have been acquired for investment and may not be sold, transferred or
pledged in the absence of an effective registration statement for these shares
under the Securities Act of 1933 or an opinion of the Company's counsel that
registration is not required under said Act.
The Company may, at its option,
register the Registered Stock on a Form S-8 Registration Statement, or other
appropriate form of registration statement, for exercise and subsequent sale in
accordance with the 1933 Act.
11.2
Investment
Representations
. The Company may require any person to whom a Stock Option,
Restricted Stock award, or other Common Stock award is granted, as a condition
of exercising such Stock Option, or receiving such Restricted Stock award, or
other Common Stock award, to give written assurances in substance and form
satisfactory to the Company and its counsel to the effect that such person is
acquiring the Common Stock subject to the Stock Option, Restricted Stock award,
or other Common Stock award for his or her own account for investment and not
with any present intention of selling or otherwise distributing the same, and to
such other effects as the Company deems necessary or appropriate in order to
comply with federal and applicable state securities laws.
11.3
Compliance
with Securities Laws
. Each Stock Option and Stock Grant shall be subject to
the requirement that if at any time counsel to the Company shall determine that
the listing, registration or qualification of the shares subject to such Stock
Option or Stock Grant upon any securities exchange or under any state or federal
law, or the consent or approval of any governmental or regulatory body, is
necessary as a condition of, or in connection with, the issuance or purchase of
shares thereunder, such Stock Option or Stock Grant may not be accepted or
exercised in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained on conditions
acceptable to the Committee. Nothing herein shall be deemed to require the
Company to apply for or to obtain such listing, registration or
qualification.
11.4
Limitation
of Rights in the Underlying Shares.
A holder of an Option shall not be
deemed for any purpose to be a stockholder of the Company with respect to such
Option except to the extent that such Option shall have been exercised with
respect thereto and, in addition, a stock certificate shall have been issued
theretofore and delivered to the holder.
SECTION 12.
|
BURDEN AND BENEFIT
|
The terms and provisions of this
Plan shall be binding upon, and shall inure to the benefit of, each Participant,
his executives or administrators, heirs, and personal and legal representatives
and Family Members who become lawful transferees of Options granted hereunder.
SECTION 13.
|
PLAN BINDING UPON LAWFUL TRANSFEREES
|
In the event of an Optionees
death and Options are to be transferred to the Optionees legal heirs and
distributors, or in the event of transfers during the Optionees lifetime to his
Family Members, such parties shall take such Options subject to all provisions
and conditions of this Plan, and, as a condition precedent to the transfer of
such Options, such parties shall agree to be bound by all provisions of this
Plan.
SECTION 14.
|
LOANS/ADDITIONAL CASHLESS EXERCISE
PROVISIONS
|
At the discretion of the
Committee, the Company may loan to the Optionee some or all of the purchase
price of the shares acquired upon exercise of an Option granted under the Plan.
The Committee, in its sole discretion, may also grant Non-Statutory Stock
Options with payment of the exercise price to be made(but not within the first
six months from the date of Grant) through additional cashless exercise
provisions to be established by the Committee and set forth in the Grant of
Option.
7
SECTION 15.
|
CHANGES IN CAPITAL STRUCTURE OF THE
COMPANY
|
Subject to compliance with the
requirements for qualification of the Plan and of the Options issued or to be
issued thereunder as "Incentive Stock Options" under applicable provisions of
federal laws and regulations, the aggregate number and class of shares as to
which Options may be granted under the Plan, the number and class of shares
covered by each outstanding Option and the price per share thereof (but not the
total price), and each such Option, shall all be proportionately adjusted for
any recapitalization or reclassification, and any increase or decrease in the
number of issued shares of Common Stock of the Company resulting from a split-up
or consolidation of shares or any like capital adjustment, or the payment of any
dividends in Common Stock, or any other increase or decrease in the number of
issued shares of Common Stock of the Company without receipt of consideration by
the Company.
In the event that the outstanding
shares of Common Stock are increased, decreased or changed into or exchanged for
a different number or kind of shares or other securities of the Company or of
another corporation (or entity) by reason of any reorganization, merger, or
consolidation, appropriate adjustment shall be made in accordance with Section
424(a) of the Code, in the number and kind of shares as to which Options may be
granted under the Plan and as to which outstanding options or portions thereof
then unexercised shall be exercisable, to the end that the proportionate
interest of the grantee shall be maintained as before the occurrence of such
event. Such adjustment in outstanding options shall be made without change in
the total price applicable to the unexercised portion of such Options and with a
corresponding adjustment in the exercise price per share.
In addition, unless otherwise
determined by the Committee in its sole discretion, in the case of any (i) sale
or conveyance to another entity of all or substantially all of the property and
assets of the Company or (ii) Change in Control (as hereinafter defined) of the
Company, the purchaser(s) of the Companys assets or stock may, in his, her or
its discretion, deliver to the Optionee the same kind of consideration that is
delivered to the stockholders of the Company as a result of such sale,
conveyance or Change in Control, or the Committee may cancel all outstanding
options in exchange for consideration in cash or in kind which consideration in
both cases shall be equal in value to the value of those shares of stock or
other securities the Optionee would have received had the Option been exercised
(to the extent then exercisable) and no disposition of the shares acquired upon
such exercise had been made prior to such sale, conveyance or Change in Control,
less the exercise price therefor. Upon receipt of such consideration, the
Options shall immediately terminate and be of no further force and effect. The
value of the stock or other securities the grantee would have received if the
Option had been exercised shall be determined in good faith by the Committee,
and in the case of shares of Common Stock, in accordance with the determination
of Fair Market Value of Common Stock as set forth herein.
The Committee shall also have the
power and right to accelerate the exercisability of any Options, notwithstanding
any limitations in this Plan or in the Grant of Option, upon such a sale,
conveyance or Change in Control. Upon such acceleration, any options or portion
thereof originally designated as Incentive Stock Options that no longer qualify
as Incentive Stock Options under Section 422 of the Code as a result of such
acceleration shall be redesignated as Non-Statutory Stock Options.
A Change in Control shall be
deemed to have occurred if any person, or any two or more persons acting as a
group, and all affiliates of such person or persons, who prior to such time
owned less than fifty (50%) percent of the then outstanding Common Stock, shall
acquire such additional shares of Common Stock in one or more transactions, or
series of transactions, such that following such transaction(s), such person or
group and affiliates beneficially own fifty (50%) percent or more of the Common
Stock outstanding.
8
If by reason of a corporate
merger, consolidation, acquisition of property or stock, separation,
reorganization, or liquidation, the Committee shall authorize the issuance or
assumption of Option(s) in a transaction to which Section 424(a) of the Code
applies, then, notwithstanding any other provision of the Plan, the Committee
may grant Option(s) upon such terms and conditions as it may deem appropriate
for the purpose of assumption of the old option, or substitution of a new Option
for the old Option, in conformity with the provisions of such Section 424(a) of
the Code and the Regulations thereunder, and any such option shall not reduce
the number of shares otherwise available for issuance under the Plan.
No fraction of a share shall be
purchasable or deliverable upon the exercise of any Option, but in the event any
adjustment hereunder in the number of shares covered by the Option shall cause
such number to include a fraction of a share, such fraction shall be adjusted to
the nearest smaller whole number of shares.
SECTION 16.
|
PLAN MODIFICATION AND AMENDMENT
|
Modifications or other amendments
to the Plan may be made by the stockholders of the Company. The Plan may also be
amended by the Committee; provided, however, that if Incentive Stock Options are
granted or to be granted under the Plan, no amendment which shall constitute a
Modification shall be effective unless approved by the stockholders of the
Company within 12 months before or after the adoption of the Modification. No
termination, Modification, or amendment of the Plan, may, without the consent of
the optionee to whom any Option shall theretofore have been granted, adversely
affect the rights of such optionee under such Option; nor shall any such
Modification or amendment be deemed to effect a Modification, extension or
renewal of any Incentive Stock Option previously granted except pursuant to an
express written agreement to such effect, executed by the Company and the
optionee.
SECTION 17.
|
EFFECTIVE DATE OF THE PLAN
|
17.1
Effective
Date
. The Plan is effective as of ______________, 2014.
17.2
Duration
of the Plan
. The Plan shall terminate at midnight on __________, 2024 which
is the day before the tenth anniversary of the Effective Date, and may be
terminated prior thereto by action of the Committee of Directors; and no Stock
Option, Restricted Stock Award or other Common Stock award shall be granted
after such termination. Stock Options, Restricted Stock Awards and other Common
Stock awards outstanding at the time of the Plan termination may continue to be
exercised, or become free of restrictions, in accordance with their terms.
Executed as a sealed instrument
as of the ___ day of ______________, 2014.
IRONWOOD GOLD CORP.
|
|
|
|
|
By:
|
|
|
Andrew McKinnon,
Chief Executive Officer
|
9
APPENDIX A
|
|
|
FORM OF
|
GRANT OF OPTION PURSUANT TO THE
|
IRONWOOD GOLD CORP.
|
2014 EMPLOYEE BENEFIT AND CONSULTING SERVICES
COMPENSATION PLAN
|
Ironwood Gold Corp., a Nevada
corporation (the Company"), hereby grants to _______________________________
("Optionee") an Incentive (Non-Statutory) Stock Option to purchase ___________
shares of common stock, $.001 par value (the "Shares") of the Company at the
purchase price of $ ______ per share (the "Purchase Price"). This Grant of
Option is exercisable in whole or in part at the principal offices of the
Company and upon payment in cash or shares of the Companys Common Stock as
permitted under the Plan, or in the case of a Non-Statutory Stock Option,
through the cashless exercise provisions established by the Committee at the
time of Grant and set forth below or in Appendix I.
This Option is granted pursuant
to the 2014 Employee Benefit and Consulting Services Compensation Plan (the
Plan), a copy of which is appended hereto. This Option, if it is an Incentive
Stock Option, shall be terminated pursuant to the provisions contained in
Section 10.4 of the Plan. This Option, if it is a Non-Statutory Stock Option
Plan, shall be terminated pursuant to provisions, if any, set forth by the
Committee or the Committee, as the case may be, in the minutes approving the
Grant of Options described herein. Such termination provisions shall be annexed
hereto as Appendix I and are incorporated herein.
Subject to the preceding
paragraph, this Grant of Option, or any portion thereof, may be exercised only
to the extent vested per Appendix I, and must be exercised by Optionee or
Optionees permitted transferees as described in the Plan no later than
___________________ (the Expiration Date) by (i) notice in writing, sent by
facsimile copy to the Company at its address set forth above; and (ii) payment
of the Purchase Price pursuant to the terms of this Grant of Option and the
Companys Plan. The notice must refer to this Grant of Option, and it must
specify the number of shares being purchased, and recite the consideration being
paid therefor. Notice shall be deemed given on the date on which the notice is
delivered to the Company by facsimile transmission bearing an authorized
signature of Optionee.
This Grant of Option shall be
considered validly exercised once the Company has received written notice of
such exercise and payment therefor has been received and in the case of checks
or money orders, has cleared the banking system.
If Optionee fails to exercise
this Grant of Option in accordance with this Agreement, then this Agreement
shall terminate and have no force and effect, in which event the Company and
Optionee shall have no liability to each other with respect to this Grant of
Option.
This Grant of Option may be
executed simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. Execution and delivery of this Grant of Option by exchange of
facsimile copies bearing the facsimile signature of a party hereto shall
constitute a valid and binding execution and delivery of this Grant of Option by
such party. Such facsimile copies shall constitute enforceable original
documents.
The validity, construction and
enforceability of this Grant of Option shall be construed under and governed by
the laws of the State of New York, without regard to its rules concerning
conflicts of laws, and any action brought to enforce this Grant of Option or
resolve any controversy, breach or disagreement relative hereto shall be brought
only in a court of competent jurisdiction within the county of ________________,
New York.
10
The Shares may not be sold,
assigned, transferred or permitted to be transferred, whether voluntarily,
involuntarily or by operation of law, delivered, encumbered, pledged,
hypothecated or otherwise disposed of until (i) the Shares have been registered
with the Securities and Exchange Commission pursuant to an effective
registration statement on Form S-8, or such other form of registration statement
as may be appropriate, in the discretion of the Company; or (ii) an Opinion of
Counsel, satisfactory to the Company, has been received, which opinion sets
forth the basis and availability of any exemption for resale or transfer from
federal or state securities registration requirements.
This Grant of Option may not be
assigned, transferred or hypothecated (except as permitted under the Plan) and
any other purported assignment, transfer or hypothecation shall be
void ab
initio
and shall be of no force or effect.
For purposes of any applicable
cashless exercise provisions of this Option, the fair market value per Share
shall mean the market price of one share of Common Stock on the last business
day before the effective date of exercise of the Option. If the Common Stock is
then traded on a national securities exchange or admitted to unlisted trading
privileges on such an exchange, or is listed on the NASDAQ Stock Market (the
NASDAQ Market), the market price as of a specified day shall be the last
reported sale price of one share of Common Stock on such exchange or on the
NASDAQ Market on such date or if no such sale is made on such day, the mean of
the closing bid and asked prices for such day on such exchange or on the NASDAQ
Market. If the Common Stock is not so listed or admitted to unlisted trading
privileges the market price as of a specified day shall be the mean of the last
bid and asked prices for one share of Common Stock reported on such date (x) by
the NASD or (y) if reports are unavailable under clause (x) above by the
National Quotation Bureau Incorporated. If the Common Stock is not so listed or
admitted to unlisted trading privileges and bid and asked prices are not
reported, the market price of one share of Common Stock as of a specified day
shall be determined in good faith by written resolution of the Board of
Directors of the Company or the Committee.
The Shares __________________
[
insert appropriate language:
have
or
have not] been
registered with the Securities and Exchange Commission pursuant to a
registration statement on Form S-8.
IN WITNESS WHEREOF, this Grant of
Option has been executed effective as of ____________________, ______.
IRONWOOD GOLD CORP.
|
|
|
|
NOT FOR EXECUTION
|
By:
|
|
|
(Authorized Executive Officer)
|
OPTIONEE:
|
|
NOT FOR EXECUTION
|
|
11
APPENDIX I
|
|
[Describe termination provisions of Non-Statutory
Stock Options]
|
|
|
Grant of Option pursuant to IRONWOOD GOLD
CORP. 2014 Employee Benefit and Consulting
Services
Compensation Plan, dated ________, 2014.
|
Optionee:
|
|
|
|
Options Granted:
|
|
|
|
Purchase Price:
|
$_________________ per Share
|
|
|
Date of Grant:
|
|
|
|
Exercise Period:
|
_________________ to
_________________
|
Vesting Schedule:
|
option on
|
|
|
|
|
# of shares
|
|
date
vested
|
(assuming continued employee or
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
consultant status, etc.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested Options Exercised to Date:
|
|
|
|
(
including this exercise)
|
Balance of Vested Options to be Exercised:
|
|
|
|
|
12
CASHLESS EXERCISE PROVISIONS APPLICABLE ONLY TO
NON-STATUTORY STOCK OPTIONS AT DISCRETION
OF COMMITTEE AT TIME OF
GRANT
Cashless Right to Convert Non-Statutory Stock
Option into Stock Net Issuance.
In addition to and without limiting
the rights of the Holder under the terms of this Non-Statutory Stock Option, the
Holder may elect to exercise this Option (but not within the first six months
from the date of Grant) with respect to then Vested Shares (the Conversion
Right), the aggregate value of which Vested Shares shall be equal to the
in-the-money value of this Option or the portion thereof being converted as
set forth below. The Conversion Right may be exercised by the Holder by
surrender of this Option at the principal office of the Company together with
notice of the Holders intention to exercise the Cashless Conversion Right, in
which event the Company shall issue to the Holder a number of Vested Shares
computed using the following formula.
X=
Y (A-B)
A
|
Where: X
|
The number of Vested Shares to be
issued to the Holder.
|
|
|
|
|
|
|
Y
|
The number of Vested Shares representing the portion
of this
Option that is being converted and cancelled in payment
of
Shares issued to the Holder.
|
|
|
|
|
|
|
A
|
The fair market value of one Share of Common Stock of
the
Company.
|
|
|
|
|
|
|
B
|
The Exercise Price (as adjusted to the date of
such
calculations).
|
For example, if an Option Holder
has 3,000 Options exercisable at $3.00 per share, 2,000 Options are vested, the
market value is $6.00 per share and the holder desires to convert the Option to
the extent vested through the cashless exercise provisions, the Holder would
receive 1,000 Vested Shares upon conversion and cancellation of the 2,000
Options.
(X=Y
(A-B)
=
2,000
($6.00 - $3.00)
= 1,000)
A
6.00
13
|
NOTICE OF EXERCISE
|
(TO BE SIGNED ONLY UPON EXERCISE OF THE OPTION)
|
TO:
IRONWOOD GOLD
CORP. ("Optionor")
The undersigned, the
holder of the Grant of Option described above, hereby irrevocably elects to
exercise the purchase rights represented by such Grant of Option for, and to
purchase thereunder,
_________
shares of the Common Stock of Ironwood
Gold Corp., and herewith makes payment of
_____________________________________
therefor. Optionee requests that
the certificates for such shares be issued in the name of Optionee and be
delivered to Optionee at the address of
____________________________________________________, and if such shares
shall not be all of the shares purchasable hereunder, represents that a new
Subscription of like tenor for the appropriate balance of the shares, or a
portion thereof, purchasable under the Grant of Option pursuant to the Ironwood
Gold Corp. 2014 Employee Benefit and Consulting Services Compensation Plan to be
delivered to Optionor when and as appropriate.
14