SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 23rd, 2015 • Ironwood Gold Corp. • Miscellaneous metal ores • New York
This Securities Purchase Agreement (this "Agreement") is dated as of July 16, 2015 between Ironwood Gold Corp., a Nevada corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a "Purchaser" and collectively, the "Purchasers").
COMMON STOCK PURCHASE WARRANT IRONWOOD GOLD CORP.Ironwood Gold Corp. • July 23rd, 2015 • Miscellaneous metal ores
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, Alpha Capital Anstalt or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to the close of business on the eight (8) year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Ironwood Gold Corp., a Nevada corporation (the "Company"), up to 15,000,000 shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURED CONVERTIBLE NOTE DUE JULY 16, 2018Ironwood Gold Corp. • July 23rd, 2015 • Miscellaneous metal ores • New York
THIS CONVERTIBLE NOTE is duly authorized and validly issued by Ironwood Gold Corp., a Nevada corporation, (the "Borrower"), having its principal place of business at Box 730 411 Brink Street, Ashcroft, BC V0K 1A0, due July 16, 2018 (this note, the "Note").
SECURITY AGREEMENTSecurity Agreement • August 18th, 2011 • Ironwood Gold Corp • Miscellaneous metal ores • New York
This SECURITY AGREEMENT, dated as of August __, 2011 (this “Agreement”), is among Ironwood Gold Corp., a Nevada corporation (the “Debtor” and together with its Subsidiaries and successors, “Debtors”), and the holders of the Debtor’s 10% Secured Notes due November __, 2012 and issued on August __, 2011, in the original aggregate principal amount of up to $600,000 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 18th, 2011 • Ironwood Gold Corp • Miscellaneous metal ores • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of August __, 2011, by and between Ironwood Gold Corp., a Nevada corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (the “Subscribers”).
IRONWOOD GOLD CORP. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 31st, 2011 • Ironwood Gold Corp • Miscellaneous metal ores • Nevada
AGREEMENTRegistrar Agreement Agreement • October 18th, 2007 • Suraj Ventures, Inc.
This agreement made and entered into the 14th day of December, 2006, by and between Action Stock Transfer Corporation hereinafter referred to as Action and Suraj Ventures, Inc. hereinafter referred to as the Company.
ASSIGNMENT AGREEMENTAssignment Agreement • December 16th, 2009 • Ironwood Gold Corp • Miscellaneous metal ores • Nevada
NOW THEREFORE, in consideration of the sum of $10.00 now paid by the Assignee to the Assignor (the receipt and sufficiency of which are hereby acknowledged by the Assignor), the Assignor covenant and agree as follows:
IRONWOOD GOLD CORP. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • May 3rd, 2010 • Ironwood Gold Corp • Miscellaneous metal ores • Nevada
FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Ironwood Gold Corp., a Nevada corporation (the “Company”) hereby grants to ______________ (the “Option Holder”), the option to purchase shares of the common stock, $0.001 par value per share, of the Company (“Shares”), upon the terms set forth in this stock option agreement (this “Agreement”):
Surjit Singh GillSuraj Ventures, Inc. • April 29th, 2008 • Miscellaneous metal ores
AMENDING AGREEMENT AND DIRECTIONAmending Agreement and Direction • January 14th, 2010 • Ironwood Gold Corp • Miscellaneous metal ores
All capitalized terms used and not otherwise defined herein have the meaning given to such terms in the Acquisition Agreement.
ACQUISITION AGREEMENTAgreement • November 2nd, 2009 • Ironwood Gold Corp • Miscellaneous metal ores • Nevada
AMENDMENT AGREEMENTAmendment Agreement • February 8th, 2013 • Ironwood Gold Corp. • Miscellaneous metal ores
This Amendment Agreement is made as of February 1, 2013 (“Amendment”), between Ironwood Gold, Corp., a Nevada corporation (the “Company”) and Alpha Capital Anstalt (“Alpha”) regarding the note issued by the Company to Alpha dated August 16, 2011 in the original principal amount of $550,000 (the “Note”) as amended by the allonge dated April 20, 2012, increasing the principal amount of the Note to $650,000 and a warrant to purchase 27,500,000 shares of the Company’s Common Stock issued by the Company to Alpha dated August 16, 2011 (the “Warrant”)
AMENDMENT AGREEMENTAmendment Agreement • April 27th, 2012 • Ironwood Gold Corp • Miscellaneous metal ores
This Amendment Agreement is made as of April 20, 2012 (“Amendment”), between Ironwood Gold, Corp., a Nevada corporation (the “Company”) and Alpha Capital Anstalt (“Alpha”) regarding the note issued by the Company to Alpha dated August 16, 2011 in the original principal amount of $550,000 (the “Note”) and a warrant to purchase 27,500,000 shares of the Company’s Common Stock issued by the Company to Alpha dated August 16, 2011 (the “Warrant”)
ALLONGE #2 TO SECURED CONVERTIBLE PROMISSORY NOTE ISSUED AUGUST 16, 2011Ironwood Gold Corp. • February 7th, 2013 • Miscellaneous metal ores
This Allonge #2 to a Secured Convertible Promissory Note (“Allonge”) is made as of this 1st day of February, 2013, by Ironwood Gold, Corp., a Nevada corporation (“Borrower”) to Alpha Capital Anstalt (“Lender”). Reference is hereby made to that certain Secured Convertible Promissory Note issued by Borrower to Lender dated August 16, 2011 (“Note”). Except as amended hereby, the terms of the Note remain as originally stated.
Amendment No. 1 to Falcon Mines/Falcon Group Claims Lease Agreement - Joint Venture Option February 22, 2012Ironwood Gold Corp • April 27th, 2012 • Miscellaneous metal ores
This amendment No. 1 (this “Amendment”) amends the Falcon Mines/Falcon Group Claims Lease Agreement - Joint Venture Option (the “Lease”) by and between the Falcon Group Claims (“Falcon”) and Ironwood Gold Corp., a Nevada corporation (the “Company”) (the Company and Falcon each a “Party” and collectively the “Parties”) signed as of January 25, 2011, and is made as of the date set forth above by and between the Parties.
ALLONGE TO SECURED CONVERTIBLE PROMISSORY NOTE ISSUED AUGUST 16, 2011Ironwood Gold Corp • April 27th, 2012 • Miscellaneous metal ores
This Allonge to a Secured Convertible Promissory Note (“Allonge”) is made as of this 20th day of April, 2012, by Ironwood Gold, Corp., a Nevada corporation (“Borrower”) to Alpha Capital Anstalt (“Lender”). Reference is hereby made to that certain Secured Convertible Promissory Note issued by Borrower to Lender dated August 16, 2011 (“Note”). Except as amended hereby, the terms of the Note remain as originally stated.
SUBSCRIPTION AGREEMENT AN OFFERING OF COMMON STOCK BY Up to 6,000,000 Common Shares Share Price $0.25 IRONWOOD GOLD CORP. A NEVADA CORPORATION Scottsdale, AZ 85254Subscription Agreement • January 14th, 2010 • Ironwood Gold Corp • Miscellaneous metal ores • Nevada
This Subscription Agreement (the “Agreement”) relates to the purchase of shares of common stock in Ironwood Gold Corp., a Nevada corporation (the “Company”) as described in the Offering Memorandum dated October 28, 2009 (the “Offering Memorandum”). The purchase price is $0.25 per share.
UNLIMITED GUARANTEEUnlimited Guarantee • March 27th, 2014 • Ironwood Gold Corp. • Miscellaneous metal ores
Whereas the undersigned (each hereinafter referred to as the “Guarantor”) has agreed to provide ALPHA CAPITAL ANSTALT (hereinafter referred to as the “Lender”) with a guarantee of the Obligations (as hereinafter defined) of IRONWOOD GOLD CORP. (IRONWOOD)
SECURITIES PURCHASE AGREEMENT (Signature Page)Securities Purchase Agreement • September 3rd, 2010 • Ironwood Gold Corp • Miscellaneous metal ores • Nevada
Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 27th, 2014 • Ironwood Gold Corp. • Miscellaneous metal ores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 21, 2014, between Ironwood Gold Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
FALCON MINES/FALCON GROUP CLAIMS LEASE AGREEMENT – JOINT VENTURE OPTIONLease Agreement • February 3rd, 2011 • Ironwood Gold Corp • Miscellaneous metal ores
The following terms would include our Falcon Group Claims including the six (6) patented claims and any additional claims that we file adjacent to or in our immediate area, making sure that we are not staking on any private, deeded, or ranch owned property (that was acquired thru State Selection from the united States Government Act of Congress in 1880) and Barrick deeded properties that basically surround our Falcon Group claims area.
LOCKUP AGREEMENTLockup Agreement • March 27th, 2014 • Ironwood Gold Corp. • Miscellaneous metal ores • New York
This AGREEMENT (the "Agreement") is made as of the 21 day of March, 2014, by Andrew McKinnon ("Holder"), maintaining an address at c/o Ironwood Gold Corp., Box 730-411-Brink Street, Ashcroft BC, V0K 1A0, facsimile: (250) 453–0088, in connection with his ownership of shares of Ironwood Gold Corp., a Nevada corporation (the "Company").
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • March 27th, 2014 • Ironwood Gold Corp. • Miscellaneous metal ores • New York
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of March 21, 2014, is by and among Ironwood Gold Corp., a Nevada corporation (the “Parent”), The Wilderness Way Adventure Resort, Inc., a British Columbia corporation (the “Company”), and the shareholders of the Company (each a “Shareholder” and collectively the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
IRONWOOD GOLD CORP. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • September 27th, 2013 • Ironwood Gold Corp. • Miscellaneous metal ores • Nevada
FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Ironwood Gold Corp., a Nevada corporation (the “Company”) hereby grants to Solomon Mayer (the “Option Holder”), the option to purchase shares of the common stock, $0.001 par value per share, of the Company (“Shares”), upon the terms set forth in this stock option agreement (this “Agreement”):
LOCKUP AGREEMENTLockup Agreement • July 23rd, 2015 • Ironwood Gold Corp. • Miscellaneous metal ores • New York
This AGREEMENT (the "Agreement") is made as of the 16th day of July, 2015, by Andrew McKinnon ("Holder"), maintaining an address at Box 730-411-Brink Street, Ashcroft BC, V0K 1A0, in connection with his ownership of shares of IRONWOOD GOLD CORP., a corporation amalgamated pursuant to the laws of the Province of Ontario (the "Company").
LOCKUP AGREEMENTLockup Agreement • August 18th, 2011 • Ironwood Gold Corp • Miscellaneous metal ores • New York
This AGREEMENT (the "Agreement") is made as of the ____ day of August, 2011, by _______________ ("Holder"), maintaining an address at c/o Ironwood Gold Corp., 7047 E. Greenway Parkway, #250, Scottsdale, Arizona 85254, c/o Mark C. Lee, Esq. facsimile: (916) 448-1709, in connection with his ownership of shares of Ironwood Gold Corp., a Nevada corporation (the "Company").
EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2014 • Ironwood Gold Corp. • Miscellaneous metal ores • Nevada
THIS AGREEMENT ("Agreement") is made as of March 18, 2014, between IRONWOOD GOLD CORP., a Nevada corporation, with an address of 123 West Nye Lane, Ste. 129, Carson City, NV 89706 (together with its subsidiaries and affiliates, the "Company" or “Ironwood”), and Andrew McKinnon ("Employee").
PURCHASE AGREEMENTPurchase Agreement • December 3rd, 2009 • Ironwood Gold Corp • Miscellaneous metal ores • Nevada
