Ireland, Inc.: Exhibit 10.2 - Filed by newsfilecorp.com





THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") OR ANY APPLICABLE STATE
SECURITIES LAWS. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THESE
SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR BY ANY STATE SECURITIES ADMINISTRATION OR REGULATORY AUTHORITY.


SUBSCRIPTION AGREEMENT 

THIS AGREEMENT is made effective as of the 25th day of
March, 2014. 

BETWEEN: 


  
    
      
        NANOMINERALS CORP., a Nevada corporation having
          its registered office at 3500 Lakeside Court, Ste. 206, Reno, NV 89509 

        (hereinafter called "Nanominerals") 

      

    

  



OF THE FIRST PART 

AND: 


  
    
      
        IRELAND INC., a Nevada corporation, having its
          corporate office at 2360 West Horizon Ridge Parkway, Suite 100, Henderson, NV
          89052 

        (hereinafter called the “Company") 

      

    

  



OF THE SECOND PART 

THE PARTIES HEREBY AGREE AS FOLLOWS: 

1.                   
 DEFINITIONS AND INTERPRETATION 

1.1.                   The
following terms will have the following meanings for all purposes of this
Agreement: 

	 	(a) 	
      “Aggregate Purchase Price” means the aggregate purchase
      price payable by Nanominerals to the Company in consideration for the
      purchase and sale of the Units, being $300,000 in the aggregate;

	 	 	 
	 	(b) 	
      “Agreement” means this Subscription Agreement, and all
      schedules and amendments to the Subscription Agreement;

	 	 	 
	 	(c) 	
      “Board” means the Company’s board of directors;

	 	 	 
	 	(d) 	
      “Closing Date” has the meaning set forth in Section 2.2
      of this Agreement;

	 	 	 
	 	(e) 	
      “Common Stock” means the common stock of the Company, par
      value $0.001 per share;

	 	 	 
	 	(f) 	
      “Exchange Act” means the United States Securities
      Exchange Act of 1934, as amended;

	 	 	 
	 	(g) 	
      “Offering” means the offering of the Securities by the
      Company;

	 	 	 
	 	(h) 	
      “Per Unit Purchase Price” means the greater of (i) $0.20
      per Unit, and (ii) the average closing price of the Common Stock over the
      ten (10) trading days immediately preceding the Closing Date;

	 	 	 
	 	(i) 	
      “SEC” means the United States Securities and Exchange
      Commission;







2

	 	(j) 	
      “Securities Act” means the United States Securities Act
      of 1933, as amended;

	 	 	 
	 	(k) 	
      “Securities” means, collectively, the Units, Unit Shares,
      Unit Warrants, Unit Warrant Shares and any other securities of the Company
      issuable pursuant to this Agreement;

	 	 	 
	 	(l) 	
      “Unit” means one (1) unit consisting of one (1) Unit
      Share and one (1) Unit Warrant;

	 	 	 
	 	(m) 	
      “Unit Share” means one (1) share of Common Stock and
      comprising a portion of a Unit;

	 	 	 
	 	(n) 	
      “Unit Warrant” means one (1) share purchase warrant
      entitling the holder thereof to purchase one (1) Unit Warrant Share at the
      Unit Warrant Exercise Price for the Unit Warrant Term, and comprising a
      portion of a Unit, and substantially in the form, and subject to the terms
      and conditions, attached as Schedule “A” to this Agreement;

	 	 	 
	 	(o) 	
      “Unit Warrant Exercise Price” means 200% of the Per Unit
      Purchase Price;

	 	 	 
	 	(p) 	
      “Unit Warrant Share” means one (1) share of Common Stock
      issuable upon exercise of the Unit Warrants; and

	 	 	 
	 	(q) 	
      “Unit Warrant Term” means the period beginning on the
      date the Unit Warrant is issued and ending at 5:00 PM Pacific Time on
      March 29, 2019.



1.2.                   All
dollar amounts referred to in this Agreement are in United States funds, unless
expressly stated otherwise. 

2.                   
 PURCHASE AND SALE OF UNITS 

2.1.                  
Subject to the terms and conditions of this Agreement, on the Closing Date, the
Company agrees to sell to Nanominerals, and Nanominerals agrees to purchase from
the Company, for the Aggregate Purchase Price, that number of Units that is
equal to the Aggregate Purchase Price divided by the Per Unit Purchase Price.


2.2.                   On
or before the Closing Date, Nanominerals will deliver to the Company, via check,
bank draft, cashier’s check or wire transfer or such other form of payment as
may be acceptable to the Company, in its sole discretion, immediately payable
funds equal to the Aggregate Purchase Price. Closing shall occur, and
Nanominerals shall be required to complete the purchase of the Units provided
for in Section 2.1, on the date that is the earlier of (i) 5 business days after
Nanominerals provides the Company with written notice that it intends to proceed
with the purchase and sale of the Units provided for in Section 2.1; and (ii)
August 15, 2014 (the “Closing Date”), at the offices of the Company or such
other location as the parties shall mutually agree.

2.3.                  
Nanominerals agrees that its subscription for the Securities pursuant to Section
2.1 is made for valuable consideration and may not be withdrawn, cancelled,
terminated or revoked by it without prior written consent of the Company.

2.4.                   Notwithstanding
any other provision of this Agreement, the purchase and sale of the Units
contemplated in this Agreement is conditional upon compliance with all
securities laws and other applicable laws of the jurisdiction in which
Nanominerals is resident, including, but not limited to, the availability of an
exemption from the registration requirements of the Securities Act and any
applicable state securities laws. Nanominerals will deliver to the Company all
other documentation, agreements, representations and requisite government forms
that the lawyers for the Company may deem necessary to ensure compliance with
all applicable securities laws and any other applicable laws. 




3

3.                    
RESTRICTED SECURITY AGREEMENTS OF NANOMINERALS 

3.1.                   Nanominerals
represents and warrants to the Company that it is an “affiliate” of the Company
as that term is defined in Rule 405 of the Securities Act, and that, as such, it
is able to fend for itself and is not in need of the protections afforded by the
registration and prospectus requirements of the Securities Act or any applicable
state securities laws.

3.2.                   Nanominerals
acknowledges that the Securities are and will be “restricted securities” within
the meaning of the Securities Act and will be issued to Nanominerals in
accordance with an exemption from the registration requirements of the
Securities Act provided by Section 4(2) of the Securities Act based on the
representations and warranties of Nanominerals in this Agreement.

3.3.                   Nanominerals
agrees not to reoffer, resell, transfer or otherwise dispose of the Securities
unless such reoffer, resale, transfer or disposition is made pursuant to an
effective registration statement under the Securities Act or pursuant to an
available exemption from the registration statement requirements of the
Securities Act and any applicable state securities laws. Nanominerals further
agrees that the Company may refuse to register any resale or transfer of the
Securities not made pursuant to an effective registration statement under the
Securities Act or pursuant to an available exemption from the registration
requirements of the Securities Act and any applicable state securities laws.


3.4.                  
Nanominerals acknowledges and agrees that all certificates representing the
Securities will be endorsed with a restrictive legend substantially similar to
the following or such similar or other legends as deemed advisable by the
lawyers for the Company to ensure compliance with the Securities Act and any
other applicable laws or regulations: 


  
    
      
        “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
          BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
          ACT”) OR ANY STATE SECURITIES LAWS, AND HAVE BEEN ISSUED IN RELIANCE UPON AN
          EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY
          APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE
          OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
          UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO
          AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
          AND ANY APPLICABLE STATE SECURITIES LAWS.” 

      

    

  



4.                    
REPRESENTATIONS AND WARRANTIES OF NANOMINERALS 

Nanominerals covenants, represents and warrants to the Company
as follows, and acknowledges that the Company is relying upon such covenants,
representations and warranties in connection with the sale of the Securities to
it: 

4.1.                  
Nanominerals acknowledges that an investment in the Company is highly
speculative, and involves a high degree of risk as the Company is in the early
stages of developing its business, and may require substantial funds in addition
to the proceeds of this private placement, and that only subscribers who can
afford the loss of their entire investment should consider investing in the
Company. Nanominerals is an investor in securities of businesses in the
development stage and acknowledges that Nanominerals is able to fend for itself,
can bear the economic risk of Nanominerals' investment, and has such knowledge
and experience in financial or business matters such that Nanominerals is
capable of evaluating the merits and risks of an investment in the Company’s
securities as contemplated in this Agreement.

4.2.                   As
an “affiliate” of the Company, Nanominerals has access to all information
regarding the Company and the Company’s business necessary to make a fully
informed decision regarding the purchase the Securities contemplated in this
Agreement. Notwithstanding the forgoing, Nanominerals has had full opportunity
to review the Company’s periodic filings with the SEC pursuant to the Exchange
Act, including, but not limited to, the Company’s annual reports, quarterly
reports, current reports and additional information regarding the business and financial condition of the Company.
Nanominerals has had full opportunity to ask questions and receive answers from
the Company regarding this information, and to review and discuss this
information with its legal and financial advisors. Nanominerals believes it has
received all the information it considers necessary or appropriate for deciding
whether to purchase the Securities and that Nanominerals has had full
opportunity to discuss this information with its legal and financial advisors
prior to executing this Agreement. 




4

4.3.                  Nanominerals
acknowledges that the offering of the Units by the Company has not been reviewed
by the SEC and that the Securities are being and will be, issued by the Company
pursuant to an exemption from registration under the Securities Act. 

4.4.                   Nanominerals
understands that the Securities will be characterized as "restricted securities"
under the Securities Act as they are being acquired from the Company in a
transaction not involving a public offering and that, under the Securities Act
and the regulations promulgated thereunder, such securities may be resold
without registration under the Securities Act only in certain limited
circumstances. Nanominerals represents that Nanominerals is familiar with SEC
Rule 144, as presently in effect, and understands the resale limitations imposed
thereby and by the Securities Act. 

4.5.                   The
Securities are being and will be acquired by Nanominerals for investment for its
own account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and that Nanominerals has no present intention
of selling, granting any participation in, or otherwise distributing the same.
Nanominerals does not have any contract, undertaking, agreement or arrangement
with any person to sell, transfer or grant participations to such person or to
any third person, with respect to any of the Securities. 

4.6.                  
Nanominerals is not aware of any advertisement or general solicitation regarding
the offer or sale of the Company’s securities. 

4.7.                   This
Agreement has been duly authorized, validly executed and delivered by
Nanominerals. 

5.                    
REPRESENTATIONS BY THE COMPANY 

5.1.                  
The Company represents and warrants to Nanominerals that: 

	 	(a) 	
      The Company is a corporation duly organized, existing and
      in good standing under the laws of the State of Nevada and has the
      corporate power to conduct the business which it conducts and proposes to
      conduct.

	 	 	 
	 	(b) 	
      The Unit Shares and the Unit Warrant Shares, when issued
      in accordance with the terms and conditions of this Agreement and of the
      Unit Warrants, will be duly and validly issued, fully paid and
      non-assessable shares of Common Stock in the capital of the
  Company.



6.                    
MISCELLANEOUS 

6.1.                   Any
notice or other communication given hereunder shall be deemed sufficient if in
writing and sent by registered or certified mail, return receipt requested,
addressed to the Company, at its corporate office at 2360 West Horizon Ridge
Parkway, Suite 100, Henderson, NV 89052, Attention: Douglas D.G. Birnie,
President and CEO, and to Nanominerals at its address indicated on the first
page of this Agreement. Notices shall be deemed to have been given on the date
of mailing, except notices of change of address, which shall be deemed to have
been given when received. 

6.2.                   The
parties agree to execute and deliver all such further documents, agreements and
instruments and take such other and further action as may be necessary or
appropriate to carry out the purposes and intent of this Agreement. 

6.3.                   Nanominerals
agrees that the representations, warranties and covenants of Nanominerals herein
will be true and correct both as of the date of this Agreement and at the
Closing Date, and such representations, warranties and covenants will survive the
completion of the issuance of the Securities. The representations, warranties
and covenants of Nanominerals herein are made with the intent that they be
relied upon by the Company in determining the eligibility of a purchaser of the
Company’s securities and Nanominerals agrees to indemnify the Company and its
respective trustees, affiliates, shareholders, directors, officers, partners,
employees, advisors and agents against all losses, claims, costs, expenses and
damages or liabilities which any of them may suffer or incur which are caused or
arise from a breach thereof. Nanominerals undertakes to immediately notify the
Company at 2360 West Horizon Ridge Parkway, Suite 100, Henderson, NV 89052 of
any change in any statement or other information relating to Nanominerals set
forth herein. 




5

6.4.                   The
obligations of the parties hereunder are subject to receipt of all applicable
regulatory approvals. 

6.5.                   Nanominerals
acknowledges and agrees that all costs incurred by Nanominerals (including any
fees and disbursements of any special counsel retained by Nanominerals) relating
to the sale of the Securities to Nanominerals shall be borne by Nanominerals.


6.6.                   Time
shall be of the essence hereof. 

6.7.                   This
Agreement represents the entire agreement of the parties hereto relating to the
subject matter hereof and there are no representations, covenants or other
agreements relating to the subject matter hereof except as stated or referred to
herein.

6.8.                   The
terms and provisions of this Agreement shall be binding upon and enure to the
benefit of Nanominerals and the Company and their respective heirs, executors,
administrators, successors and permitted assigns; provided that the rights and
obligations set out in this Agreement shall not be assignable by any party
without the prior written consent of the other party.

6.9.                   Nanominerals
acknowledges and agrees that O’Neill Law Corporation has acted solely for the
Company in connection with the preparation, negotiation and execution of this
Agreement, and that Nanominerals has been advised to obtain the advice of
independent legal counsel, and that it has had full opportunity to obtain the
advice of such independent legal counsel, prior to entering into this Agreement.


6.10.                   Neither
this Agreement nor any provision hereof shall be modified, changed, discharged
or terminated except by an instrument in writing signed by the party against
whom any waiver, change, discharge or termination is sought. 

6.11.                   The
invalidity, illegality or unenforceability of any provision of this Agreement
shall not affect the validity, legality or enforceability of any other provision
hereof. 

6.12.                   The
headings used in this Agreement have been inserted for convenience of reference
only and shall not affect the meaning or interpretation of this Agreement or any
provision hereof.

6.13.                   Notwithstanding
the place where this Agreement may be executed by any of the parties hereto, the
parties expressly agree that all the terms and provisions hereof shall be
construed in accordance with and governed by the laws of the State of Nevada.


-- THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK --





6

6.14.                   This
Agreement may be executed in one or more counterparts, all of which will be
considered one and the same agreement and will become effective when one or more
counterparts have been signed by each party and delivered to the other party, it
being understood that all parties need not sign the same counterpart. 

IN WITNESS WHEREOF, this Agreement is executed as of the
day and year first written above. 

NANOMINERALS CORP. 
by its authorized signatory: 

	/s/ Charles
      Ager 	 
	Signature of Authorized Signatory 	 
	  	 
	  	 
	Charles Ager 	 
	Name of Authorized Signatory 	 
	  	 
	  	 
	Chairman 	 
	Position of Authorized Signatory 	 
	  	 
	  	 
	  	 
	IRELAND INC. 	 
	by its authorized signatory: 	 
	  	 
	  	 
	/s/ Douglas
      D.G. Birnie 	 
	Douglas D.G. Birnie 	 
	President and Chief Executive Officer 	 






SCHEDULE A 

Form of Unit Warrant 

 

 




THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE
SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE
SECURITIES LAWS, AND HAVE BEEN AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD
OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
ANY APPLICABLE STATE SECURITIES LAWS.

THIS WARRANT MAY ONLY BE EXERCISED BY A PERSON WHO QUALIFIES
AS AN “ACCREDITED INVESTOR” PURSUANT TO RULE 501 OF REGULATION D OF THE
SECURITIES ACT. 

IRELAND INC. 
A
NEVADA CORPORATION 

COMMON STOCK PURCHASE
WARRANT CERTIFICATE NUMBER 026717-00• 


«IssueDate» 

1.            
Issuance 

THIS IS TO CERTIFY THAT, for value received,
{WARRANTHOLDER NAME} of {Street, City, State, Zip} (the “Holder”), shall
have the right to purchase from IRELAND INC., a Nevada corporation (the
“Corporation”), {No. of Units} (No. of Units) fully paid and
non-assessable shares of the Corporation’s common stock (the “Common Stock”),
subject to further adjustment as set forth in Section 6 hereof, at any time
until 5:00 P.M., Pacific time, on the 29th day of March, 2019 (the
“Expiration Date”) at an exercise price of {EXERCISE PRICE} (the "Exercise
Price"). For purposes hereof, “Warrant Shares” means the number of shares of
Common Stock purchasable hereunder from time to time and at any time. 

2.           
 Exercise of Warrants 

This Warrant is exercisable in whole or in partial allotments
of no less than 1,000 shares at the Exercise Price per share payable hereunder,
payable in cash or by certified or official bank check. Upon surrender of this
Warrant Certificate with the annexed Notice of Exercise Form duly executed,
together with payment of the Exercise Price for the Warrant Shares purchased,
the Holder shall be entitled to receive a certificate or certificates for the
Warrant Shares so purchased. No fractional shares shall be issued in connection
with any exercise of this Warrant. In lieu of the issuance of any fractional
share, the Corporation shall round up or down the fractional amount to the
nearest whole number. 

3.           
 Reservation of Shares 

The Corporation hereby agrees that at all times during the term
of this Warrant there shall be reserved for issuance upon exercise of this
Warrant such number of shares of Common Stock as shall be required for issuance
upon exercise of this Warrant.

4.           
 Mutilation or Loss of Warrant 

Upon receipt by the Corporation of evidence satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant, and (in the case
of loss, theft or destruction) receipt of reasonably satisfactory
indemnification, and (in the case of mutilation) upon surrender and cancellation
of this Warrant, the Corporation will execute and deliver a new Warrant of like
tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall
thereupon become void. 





	IRELAND INC. 	2 	 
	Common Stock Purchase 	  	 
	Warrant
      Certificate 026717-00• 	  	 


5.           
 Rights of the Holder 

The Holder shall not, by virtue hereof, be entitled to any
rights of a stockholder in the Corporation, either at law or equity, and the
rights of the Holder are limited to those expressed in this Warrant and are not
enforceable against the Corporation except to the extent set forth herein. 

6.            
Adjustment for Stock Dividends, Stock Splits, Reclassifications, Mergers,
Etc.

The Exercise Price and the number of shares which can be
purchased by the Holder upon the exercise of this Warrant shall be subject to
adjustment in the events and in the manner following: 

	 	(1) 	
      If and whenever the shares at any time outstanding shall
      be, subdivided into a greater or consolidated into a lesser, number of
      shares, the Exercise Price shall be decreased or increased proportionately
      as the case may be; and upon any such subdivision or consolidation, the
      number of shares which can be purchased upon the exercise of this warrant
      certificate shall be increased or decreased proportionately as the case
      may be.

	 	 	 
	 	(2) 	
      In case of any capital reorganization or of any
      reclassification of the capital of the Corporation or in case of the
      consolidation, merger or amalgamation of the Corporation with or into any
      other company, this Warrant shall after such capital reorganization,
      reclassification of capital, consolidation, merger or amalgamation confer
      the right to purchase the number of shares or other securities of the
      Corporation or of the Corporation resulting from such capital
      reorganization, reclassification, consolidation, merger or amalgamation,
      as the case may be, to which the Holder of the shares deliverable at the
      time of such capital reorganization, reclassification of capital,
      consolidation, merger or amalgamation, upon the exercise of this Warrant
      would have been entitled. On such capital reorganization,
      reclassification, consolidation, merger or amalgamation appropriate
      adjustments shall be made in the application of the provisions set forth
      herein with respect to the rights and interest thereafter of the Holder of
      this Warrant so that the provisions set forth herein shall thereafter be
      applicable as nearly as may reasonably be in relation to any shares or
      other securities thereafter deliverable on the exercise of this
      Warrant.

	 	 	 
	 	(3) 	
      The rights of the Holder evidenced hereby are to purchase
      shares prior to or on the date set out on the face of this Warrant. If
      there shall, prior to the exercise of any of the rights evidenced hereby,
      be any reorganization of the authorized capital of the Corporation by way
      of consolidation, merger, subdivision, amalgamation or otherwise, or the
      payment of any stock dividends, then there shall automatically be an
      adjustment in either or both of the number of shares which may be
      purchased pursuant hereto or the price at which such shares may be
      purchased so that the rights evidenced hereby shall thereafter as
      reasonably as possible be equivalent to those originally granted hereby.
      The Corporation shall have the sole and exclusive power to make such
      adjustments as it considers necessary and desirable.

	 	 	 
	 	(4) 	
      The adjustments provided for herein in the subscription
      rights represented by this Warrant are cumulative.



7.           
 Securities Matters 

This Warrant and the Warrant Shares have not been registered
under the Securities Act of 1933, as amended, (the “Securities Act”) and have
been issued to the Holder for investment purposes and not with a view to the
distribution of either the Warrant or the Warrant Shares. Each certificate for
the Warrant, the Warrant Shares and any other security issued or issuable upon
exercise of this Warrant shall contain a legend on the face thereof, in form and
substance satisfactory to counsel for the Corporation, setting forth the
restrictions on transfer contained in this Section. The Holder understands that
this Warrant and the Warrant Shares constitute “restricted securities” under
federal securities laws and acknowledges that Rule 144 of the Securities and
Exchange Commission is not now, and may not in the future be, available for
resale of this 






	IRELAND INC. 	3	 
	Common Stock Purchase 	 	 
	Warrant
      Certificate 026717-00• 	 	 


Warrant and/or the Warrant Shares. By acceptance of this
certificate, the Holder acknowledges and agrees that: 

	 	(1) 	
      The Holder is acquiring this Warrant and the Warrant
      Shares for its own account for investment, with no present intention of
      dividing its interest with others or of reselling or otherwise disposing
      of all or any portion of the same;

	 	 	 
	 	(2) 	
      The Holder does not intend any sale of this Warrant or
      the Warrant Shares either currently or after the passage of a fixed or
      determinable period of time or upon the occurrence or non- occurrence of
      any predetermined event or circumstance;

	 	 	 
	 	(3) 	
      The Holder has no present or contemplated agreement,
      undertaking, arrangement, obligation, indebtedness or commitment providing
      for or which is likely to compel a disposition of this Warrant or the
      Warrant Shares;

	 	 	 
	 	(4) 	
      The Holder is not aware of any circumstances presently in
      existence which are likely in the future to prompt a disposition of this
      Warrant or the Warrant Shares;

	 	 	 
	 	(5) 	
      This Warrant and the Warrant Shares were offered to the
      Holder in direct communication between the Holder and the Corporation and
      not through any advertisement of any kind; and

	 	 	 
	 	(6) 	
      The Holder has the financial means to bear the economic
      risk of the investment which it hereby agrees to
make.



All certificates representing the Warrant Shares will be
endorsed with a legend substantially as follows or such similar or other legends
as deemed advisable by the Corporation to ensure compliance with the Securities
Act and any other applicable laws or regulations: 

“THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS, AND HAVE BEEN
ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
ANY APPLICABLE STATE SECURITIES LAWS.”

In addition, the Holder will comply with all other applicable
securities legislation in addition to the Securities Act to which the Holder is
subject in selling or transferring any Warrants or Warrant Shares and the
Corporation may refuse to register any sale or transfer not in compliance with
such other securities legislation. 

THIS WARRANT MAY ONLY BE EXERCISED BY A PERSON WHO QUALIFIES
AS AN “ACCREDITED INVESTOR” PURSUANT TO RULE 501 OF REGULATION D OF THE
SECURITIES ACT. 

9.            
Payment of Taxes 

The Corporation shall not be required to pay any tax or other
charge imposed in connection with the exercise of this Warrant or a permissible
transfer involved in the issuance of any certificate for shares issuable under
this Warrant in the name other than that of the Holder, and in any such case,
the Corporation shall not be required to issue or deliver any stock certificate
until such tax or other charge has been paid or it has been established to the
Corporation’s satisfaction that no such tax or other charge is due. 






	IRELAND INC. 	4	 
	Common Stock Purchase 	 	 
	Warrant
      Certificate 026717-00• 	 	 


10.         
 Notices 

Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon, (a) by personal delivery or
telecopy, or (ii) one business day after deposit with a nationally recognized
overnight delivery service such as Federal Express, with postage and fees
prepaid, addressed to each of the other parties thereunto entitled at the
following addresses, or at such other addresses as a party may designate by
written notice to each of the other parties hereto. 

	CORPORATION: 	IRELAND INC. 
	  	Attention: Douglas D.G. Birnie,
    
	  	Chief Executive Officer,
      President & Secretary 
	  	2360 West Horizon Ridge Parkway,
      Suite 100 
	  	Henderson, NV 89052 
	  	  
	  	Tel: (702) 932-0353 
	  	  
	with a copy to: 	NORTHWEST LAW GROUP 
	  	Attention: Christian I. Cu 
	  	#704, 595 Howe Street 
		P.O. Box 35
	  	Vancouver, BC V6C 2T5 
	  	  
	  	Fax: (604) 687-6650 
	  	  
	HOLDER: 	At the address set forth above.
    


11.          
Governing Law 

This Warrant shall be deemed to be a contract made under the
laws of the State of Nevada and for all purposes shall be governed by and
construed in accordance with the laws of the State of Nevada applicable to
contracts to be made and performed entirely within the State of Nevada. 

IN WITNESS WHEREOF, the Corporation has caused this
Warrant to be duly executed and delivered by its duly authorized officer. 




NOTICE OF EXERCISE FORM 

	TO: 	IRELAND INC. 
	  	A Nevada corporation (the
      “Corporation”) 


Dear Sirs: 

The undersigned (the “Subscriber”) hereby exercises the right
to purchase and hereby subscribes for

_________________________________________ 
(Insert No. of
Shares) 


shares (the “Warrant Shares”) of the common stock, par value
$0.001 per share (the “Common Stock”) of IRELAND INC. referred to in the
Common Stock Purchase Warrant Certificate «Warrant_Cert_No» surrendered
herewith according to the terms and conditions thereof and herewith makes
payment by cash, certified check or bank draft of the purchase price in full for
the Warrant Shares in accordance with the Warrant. 

Please issue a certificate for the shares being purchased as
follows in the name of the Subscriber: 


	NAME: 	 
		(Please Print)
	  	 
	ADDRESS: 	 
	 	 
	 	 
	 	 



The Subscriber represents and warrants to the Corporation that:


	(a) 	
      The Subscriber is an “accredited investor” as that term
      is defined in Rule 501 of Regulation D of the Securities Act of 1933 (the
      “Securities Act”)

	 	 
	(b) 	
      The Subscriber has not offered or sold the Warrant Shares
      within the meaning of the Securities Act;

	 	 
	(c) 	
      The Subscriber is acquiring the Warrant Shares for its
      own account for investment purposes, with no present intention of dividing
      its interest with others or of reselling or otherwise disposing of all or
      any portion of the same;

	 	 
	(d) 	
      The Subscriber does not intend any sale of the Warrant
      Shares either currently or after the passage of a fixed or determinable
      period of time or upon the occurrence or non-occurrence of any
      predetermined event or circumstance;

	 	 
	(e) 	
      The Subscriber has no present or contemplated agreement,
      undertaking, arrangement, obligation, indebtedness or commitment providing
      for or which is likely to compel a disposition of the Warrant
    Shares;

	 	 
	(f) 	
      The Subscriber is not aware of any circumstances
      presently in existence which are likely in the future to prompt a
      disposition of the Warrant Shares;

	 	 
	(g) 	
      The Warrant Shares were offered to the Subscriber in
      direct communication between the Subscriber and the Corporation and not
      through any advertisement of any kind;

	 	 
	(h) 	
      The Subscriber has the financial means to bear the
      economic risk of the investment which it hereby agrees to make;

	 	 
	(i) 	
      This subscription form will also confirm the Subscriber’s
      agreement as follows:








	 	(i) 	
      the Warrant Shares have not been registered under the
      Securities Act or applicable state “Blue Sky” laws and, therefore, the
      Warrant Shares may not be resold, transferred or hypothecated except
      pursuant to an effective registration statement under the Securities Act
      and any applicable state “Blue Sky” laws, or an opinion of counsel
      satisfactory to the Corporation to the effect that such registration is
      not necessary. The Corporation will refuse to register any sale or
      transfer of the Warrant Shares not made in compliance with the Securities
      Act or any other applicable securities laws.

	 	 	 
	 	(ii) 	
      Only the Corporation can take action to register the
      Warrant Shares under the Securities Act or applicable state securities law
      or to comply with the requirements for an exemption under the Securities
      Act or applicable state securities law.

	 	 	 
	 	(iii) 	
      The certificates representing the Warrant Shares will be
      endorsed with a legend substantially as follows or such similar or other
      legends as deemed advisable by the lawyers for the Corporation to ensure
      compliance with the Securities Act and any other applicable laws or
      regulations:




  
    
      
        
          
            “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
              BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
              ACT”) OR ANY STATE SECURITIES LAWS, AND HAVE BEEN ISSUED IN RELIANCE UPON AN
              EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY
              APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE
              OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
              UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO
              AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
              AND ANY APPLICABLE STATE SECURITIES LAWS.” 

          

        

      

    

  



Please deliver a warrant certificate in respect of the common
shares referred to in the warrant certificate surrendered herewith but not
presently subscribed for, to the Subscriber. 

DATED this ______day of ___________________________________,
_____. 

	 	Signature of Subscriber: 	 
	 	 	 
	 	 	 
	 	Name of Subscriber: 	 
	 	 	 
	 	 	 
	 	Address of Subscriber: