Ireland, Inc.: Exhibit 10.1 - 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 

U.S. ACCREDITED INVESTORS ONLY 

THIS AGREEMENT is made effective as of the ______day of
_____________________, 2014. 

BETWEEN: 


  
    
      
        THE SUBSCRIBER LISTED ON THE EXECUTION PAGE TO THIS
          AGREEMENT 

        (hereinafter called the "Subscriber") 

      

    

  



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

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

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

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

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

	 	 	 
	 	(f) 	
      “Purchase Price” means the purchase price payable by the
      Subscriber to the Company in consideration for the purchase and sale of
      the Special Warrants in accordance with Section 2.1 of this
    Agreement;

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

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







2

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

	 	 	
       

		(j) 	
      “Special Warrant” means a special warrant in the form,
      and subject to the terms and conditions, attached as Schedule “B” to this
      Agreement, entitling the holder thereof to receive, upon conversion in
      accordance with the terms thereof, one (1) Unit for every one (1) Special
      Warrant, or such other securities as may be set out in the terms and
      conditions of the Special Warrants;

	 	 	
       

	 	(k) 	
      “Subscriber” means the Subscriber executing the signature
      page to this Agreement;

	 	 	
       

		(l) 	
      “Unit” means one (1) unit, issuable on conversion of a
      Special Warrant, consisting of one (1) Unit Share and one (1) Unit
      Warrant;

	 	 	
       

	 	(m) 	
      “Unit Share” means one (1) share of Common Stock issuable
      on conversion of a Special Warrant 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, issuable on
      conversion of a Special Warrant and comprising a portion of a Unit, and
      substantially in the form, and subject to the terms and conditions,
      attached as Schedule “C” to this Agreement;

	 	 	
       

	 	(o) 	
      “Unit Warrant Exercise Price” means $0.40 per
    share;

	 	 	
       

	 	(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
      Original Issue Date and ending at 5:00PM 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 SPECIAL WARRANTS 

2.1.                    
Subject to the terms and conditions of this Agreement, the Subscriber hereby
subscribes for and agrees to purchase from the Company such number of Special
Warrants as is set forth upon the signature page hereof at a price equal to
$0.20 per Special Warrant (the “Purchase Price”). Upon execution, the
subscription by the Subscriber will be irrevocable.

2.2.                    
The Subscriber will complete the purchase of the Special Warrants by delivering
to the Company, concurrently with the execution and delivery of this Agreement,
payment of the Purchase Price by check, bank draft or cashier’s check payable to
the Company or such other form of payment as may be acceptable to the Company,
in its sole discretion. 

2.3.                    
Upon execution by the Company, the Company agrees to sell such Special Warrants
to the Subscriber for the Purchase Price subject to the Company's right,
exercisable at the Company’s sole discretion, to sell to the Subscriber such
lesser number of Special Warrants as the Company may deem necessary or
desirable. 

2.4.                    
Any acceptance by the Company of the Subscription is conditional upon compliance
with all securities laws and other applicable laws of the jurisdiction in which
the Subscriber is resident. The Subscriber 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

2.5.                    
Pending acceptance of this subscription by the Company, all funds paid by the
Subscriber shall be deposited by the Company and immediately available to the
Company for its corporate purposes. In the event the subscription is not
accepted, the subscription funds will constitute a non-interest bearing demand
loan of the Subscriber to the Company. The Subscriber acknowledges and agrees
that if the funds are advanced to the Company's legal counsel, such funds will
be held in trust by the Company’s legal counsel for the sole benefit of the
Company and that the Company’s legal counsel shall be entitled to release such
funds to the Company on confirmation by the Company that it will accept the
subscription and without any further authorization or instructions from the
Subscriber. 

2.6.                    
The Subscriber hereby authorizes and directs the Company to deliver the
securities to be issued to such Subscriber pursuant to this Agreement to the
Subscriber’s address indicated on the signature page of this Agreement. 

3.                      
 RESTRICTED SECURITY AGREEMENTS OF THE SUBSCRIBER


3.1.                    
The Subscriber represents and warrants to the Company that the Subscriber has
read the definition of an “accredited investor” provided in Rule 501 of
Regulation D of the Securities Act, a copy of which is attached to this
Agreement as Schedule A, and that the Subscriber qualifies as an "accredited
investor" as so defined. 

3.2.                    
The Subscriber acknowledges that the Securities are and will be “restricted
securities” within the meaning of the Securities Act and will be issued to the
Subscriber in accordance with an exemption from the registration requirements of
the Securities Act provided by Rule 506 of Regulation D of the Securities Act
based on the representations and warranties of the Subscriber in this
Agreement.

3.3.                    
The Subscriber 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. The Subscriber
further agrees that the Corporation 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.                    
The Subscriber acknowledges and agrees that all certificates representing
Securities will be endorsed with a restrictive legend substantially similar to
the following in accordance with Regulation D of the Securities Act 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 THE SUBSCRIBER 

The Subscriber 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 such Subscriber: 




4

4.1.                    
The Subscriber 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. The Subscriber is an investor in securities of businesses in the
development stage and acknowledges that the Subscriber is able to fend for
himself/herself/itself, can bear the economic risk of the Subscriber's
investment, and has such knowledge and experience in financial or business
matters such that the Subscriber is capable of evaluating the merits and risks
of an investment in the Company’s securities as contemplated in this
Agreement.

4.2.                    
If the Subscriber is not an individual, it was not organized for the purpose of
acquiring the Securities. 

4.3.                    
The Subscriber 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. The
Subscriber has had full opportunity to ask questions and receive answers from
the Company regarding this information, and to review and discuss this
information with the Subscriber's legal and financial advisors. The Subscriber
believes he/she/it has received all the information he/she/it considers
necessary or appropriate for deciding whether to purchase the Securities and
that the Subscriber has had full opportunity to discuss this information with
the Subscriber’s legal and financial advisors prior to executing this Agreement.


4.4.                    
The Subscriber 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. 

4.5.                    
The Subscriber 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. The Subscriber represents that the Subscriber is familiar with
SEC Rule 144, as presently in effect, and understands the resale limitations
imposed thereby and by the Securities Act. 

4.6.                    
The Securities are being and will be acquired by the Subscriber for investment
for the Subscriber's own account, not as a nominee or agent, and not with a view
to the resale or distribution of any part thereof, and that the Subscriber has
no present intention of selling, granting any participation in, or otherwise
distributing the same. The Subscriber 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. 

4.7.                    
The Subscriber is not aware of any advertisement or general solicitation
regarding the offer or sale of the Company’s securities. 

4.8.                    
This Agreement has been duly authorized, validly executed and delivered by the
Subscriber. 

4.9.                    
The Subscriber has satisfied himself/herself/itself as to the full observance of
the laws of the Subscriber's jurisdiction in connection with any invitation to
subscribe for the Securities or any use of this Agreement, including (i) the
legal requirements within the Subscriber's jurisdiction for the purchase of the
Securities; (ii) any foreign exchange restrictions applicable to such purchase;
(iii) any governmental or other consents that may need to be obtained; (iv) the
income tax and other tax consequences, if any, that may be relevant to an
investment in the Securities; and (v) any restrictions on transfer applicable to
any disposition of the Securities imposed by the jurisdiction in which the
Subscriber is resident. 




5

4.10.                    
If the Subscriber is a financial institution (including, without limitation,
broker-dealers and investment companies such as United States and offshore
unregistered hedge funds, funds of funds, commodity pools, private equity funds
and venture capital funds): 

(a)          
The Subscriber seeks to comply with all applicable laws concerning money
laundering and related activities, including without limitation, the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”); 

(b)           In
furtherance of such efforts, to the best of its knowledge based on appropriate
diligence and investigation, none of the funds used by the Subscriber to
purchase the Securities has been or will be derived from or related to any
activity that is deemed criminal under the laws of the United States or in any
other applicable jurisdiction, and 

(c)          
The Subscriber will promptly notify the Company if the Subscriber discovers that
any of the representations in this Section 4.10 ceases to be true, and to
provide the Company with appropriate information in connection therewith. 

5.                     
 REPRESENTATIONS BY THE COMPANY 

5.1.                    
The Company represents and warrants to the Subscriber 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, the Special
      Warrants and 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 the Subscriber at his/her/its address indicated on the
last 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.                    
The Subscriber agrees that the representations, warranties and covenants of the
Subscriber herein will be true and correct both as of the execution of this
Agreement and as of the date of this Agreement will survive the completion of
the issuance of the Securities. The representations, warranties and covenants of
the Subscriber 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 the Subscriber 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. The Subscriber 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 the Subscriber set forth herein.


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




6

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

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 the Subscriber and the Company and their respective heirs,
executors, administrators, successors and assigns; provided that, except for the
assignment by a Subscriber who is acting as nominee or agent to the beneficial
owner and as otherwise herein provided, this Agreement shall not be assignable
by any party without prior written consent of the other parties.

6.9.                    
The Subscriber, on the Subscriber's own behalf and, if applicable, on behalf of
others for whom the Subscriber is contracting hereunder, agrees that this
subscription is made for valuable consideration and may not be withdrawn,
cancelled, terminated or revoked by the Subscriber, on the Subscriber's own
behalf and, if applicable, on behalf of others for whom the Subscriber is
contracting hereunder.

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. 

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. 

[SIGNATURE PAGE FOLLOWS] 




7

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

	NUMBER OF SPECIAL WARRANTS SUBSCRIBED FOR:
	Special Warrants 
	 	 
	INDIVIDUAL SUBSCRIBER: 	  
	 	 
	Signature of Subscriber: 	  
	 	 
	Name of Subscriber: 	  
	 	 
	Address of Subscriber: 	  
	 	 
	  	  
	 	 
	Subscriber's Social Security Number: 	  
	 	 
	 	 
	CORPORATE SUBSCRIBER: 	  
	 	 
	Signature of Authorized Signatory: 	  
	 	 
	Name of Subscriber: 	  
	 	 
	Name and Title of Authorized Signatory: 	  
	 	 
	Address of Subscriber: 	  
	 	 
	 	 
	  	  
	Subscriber's Jurisdiction of Incorporation: 	  
	 	 
	Subscriber's Federal Taxpayer ID Number: 	  



	ACCEPTED BY: 	 
	 	 
	IRELAND INC. 	 
	 	 
	Signature Of Authorized Signatory: 	 
	 	 
	Name of Authorized Signatory: 	 
	 	 
	Position of Authorized Signatory: 	 
	 	 
	Date of Acceptance: 	 






SCHEDULE A 

Definition of Accredited Investor 

Each Subscriber must qualify as an “accredited investor” as
defined in Rule 501 of Regulation D of the Securities Act. Rule 501 of
Regulation D of the Securities Act defines an “accredited investor” as any
person falling within one or more of the following categories: 

	1. 	
      a bank as defined in Section 3(a)(2) of the Securities
      Act, whether acting in its individual or fiduciary capacity; or

	 	 
	2. 	
      a savings and loan association or other institution as
      defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its
      individual or fiduciary capacity; or

	 	 
	3. 	
      a broker or dealer registered pursuant to Section 15 of
      the Securities Exchange Act of 1934; or

	 	 
	4. 	
      an insurance company as defined in Section 2(13) of the
      Securities Act; or

	 	 
	5. 	
      an investment company registered under the Investment
      Company Act of 1940; or

	 	 
	6. 	
      a business development company as defined in Section
      2(a)(48) of the Investment Company Act of 1940; or

	 	 
	7. 	
      a Small Business Investment Company licensed by the U.S.
      Small Business Administration under Section 301(c) or (d) of the Small
      Business Investment Act of 1958; or

	 	 
	8. 	
      an employee benefit plan within the meaning of the
      Employee Retirement Income Security Act of 1974 (“ERISA”), if the
      investment decision is made by a plan fiduciary, as defined in Section
      3(21) of ERISA, which is either a bank, savings and loan association,
      insurance company, or registered adviser, or if the employee benefit plan
      has total assets in excess of $5,000,000, or, if a self-directed plan,
      with investment decisions made solely by persons that are “accredited
      investors” as defined in Rule 501(a) under the Securities Act;
or

	 	 
	9. 	
      a private business development company as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940; or

	 	 
	10. 	
      an organization described in Section 501(c)(3) of the
      Internal Revenue Code, a corporation, a Massachusetts or similar business
      trust or a partnership, not formed for the specific purpose of acquiring
      the securities being offered, with total assets in excess of $5,000,000;
      or

	 	 
	11. 	
      a plan established and maintained by a state, its
      political subdivisions, or any agency or instrumentality of a state or its
      political subdivisions, for the benefit of its employees, if such plan has
      total assets in excess of $5,000,000; or

	 	 
	12. 	
      a director, executive officer or general partner of the
      issuer of the securities being offered or sold, or any director, executive
      officer or general partner of a general partner of that issuer;
  or

	 	 
	13. 	
      a natural person whose individual net worth, or joint net
      worth with that person’s spouse, at the time of his purchase and excluding
      the value of his or her primary residence, exceeds $1,000,000 (for the
      purposes of this calculation, (i) if the total indebtedness secured by the
      person’s primary residence exceeds the fair market value of the residence,
      the amount of such excess must be considered a liability and deducted from
      the person’s net worth, and (ii) if the total indebtedness secured by the
      primary residence at the time of purchase exceeds the total of such
      indebtedness 60 days prior, the amount of such excess must be deducted
      from net worth unless the increase was a result of acquiring the primary
      residence during those 60 days); or

	 	 
	14. 	
      a natural person who had an individual income in excess
      of $200,000 in each of the two most recent years or joint income with that
      person’s spouse in excess of $300,000 in each of those years and has a
      reasonable expectation of reaching the same income level in the current
      year; or

	 	 
	15. 	
      a trust, with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the securities being offered,
      whose purchase is directed by a sophisticated person as described in Rule
      506(b)(2)(ii) under the Securities Act; or

	 	 
	16. 	
      an entity in which all of the equity owners meet one or
      more of the categories set forth above.







SCHEDULE B 

Form of Special 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.

CONVERSION OR EXERCISE OF THE SECURITIES REPRESENTED HEREBY
IS EXPRESSLY MADE SUBJECT TO COMPLIANCE WITH APPLICABLE SECURITIES LAWS.


IRELAND INC. 
A NEVADA
CORPORATION 

SPECIAL WARRANT CERTIFICATE 

	Special Warrant Cert. No.:
{Cert. No.} 	
      {No. of Special Warrants} Special
      Warrants, entitling the Holder to acquire, subject to
      adjustment, one Unit of the Corporation for each Special
      Warrant represented hereby. 



CERTIFICATE NUMBER 026716-001 

«IssueDate» 

THIS IS TO CERTIFY THAT, for value received,
{WARRANTHOLDER NAME} of {Street, City, State, Zip} (the “Holder”), is
entitled, without any further payment therefor, to acquire in the manner and
subject to the terms, conditions, restrictions, alternative conversion rights
and adjustments set forth herein, during the Special Warrant Exercise Period,
one (1) Unit for each Special Warrant represented hereby.

The Special Warrants represented hereby are part of a series of
special warrants originally issued by the Corporation on the Original Issue
Date.

Unless otherwise specifically defined herein, capitalized terms
shall have the meaning set forth in Section 1 herein. 

1.          
Definitions: 

For purposes of this Special Warrant Certificate, unless
otherwise specifically defined herein, the following terms shall have the
following meanings: 

	 	(a) 	
      “Common Stock” means the common stock of the Corporation,
      par value $0.001 per share.

	 	 	 
	 	(a) 	
      “Common Stock Equivalent” means any securities of the
      Corporation that entitles the holder thereof to acquire at any time shares
      of Common Stock, including, without limitation, any debt, preferred stock,
      right, option, warrant or other instrument that is at any time convertible
      into or exercisable or exchangeable for, or otherwise entitles the holder
      thereof to receive, shares of Common Stock.

	 	 	 
	 	(b) 	
      “Original Issue Date” means [insert close
      date].

	 	 	 
	 	(c) 	
      “Qualified Financing” means a transaction or any number
      of transactions following the Original Issue Date that involve the sale by
      the Corporation of (i) shares of Common Stock, or (ii) shares of Common
      Stock together with any Common Stock Equivalents, whereby the gross
      proceeds received by the Corporation from such transactions totals
      $7,000,000 or more, including any sales of Common Stock resulting from
      the exercise or conversion of any Common Stock Equivalents (including, but
      not limited to, Common Stock Equivalents outstanding as of the Original
      Issue Date). By way of example, if, following the Original Issue Date, the
      Corporation completes a sale of shares of Common Stock for total proceeds
      of $7,000,000, such sale shall be deemed to be a “Qualified Financing.”
      Alternatively, if, following the Original Issue Date, the Corporation
      completes a sale of shares of Common Stock for gross proceeds of
      $5,000,000 (Transaction A), and subsequently Common Stock Equivalents are
      exercised, resulting in gross proceeds to the Corporation of $4,000,000
      (Transaction B), Transaction A and Transaction B shall, together, be
      deemed to be a Qualified Financing, notwithstanding that the total gross
      proceeds of such transaction exceeds $7,000,000 and regardless of whether
      Transaction A and Transaction B are completed at the same price per share.
      For purposes hereof, where a Qualified Financing consists of more than one
      transaction, the closing date of the Qualified Financing shall be deemed
      to be the closing date of the latest transaction forming part of the
Qualified Financing.








	IRELAND INC. 	2 	 
	Special Warrant
      Certificate 	  	 



	 	(d) 	
      “Special Warrants” means the series of Special Warrants
      issued by the Corporation on the Original Issue date, of which the Special
      Warrants represented hereby form a part.

	 	 	 
	 	(e) 	
      “Special Warrant Subscription Price” means $0.20 per
      Special Warrant.

	 	 	 
	 	(f) 	
      “Special Warrant Exercise Period” means the period
      beginning on the Original Issue Date and ending on the earlier of (i)
      March 31, 2015; (ii) the date that is the one (1) month anniversary of the
      closing date of a Qualified Financing, if any; and (iii) the date that the
      conversion rights set out in Section 2 or Section 3 are
  exercised.

	 	 	 
	 	(g) 	
      “Subscription Agreement” means the subscription agreement
      for the Special Warrants represented hereby between the Corporation and
      original subscriber of such Special Warrants.

	 	 	 
	 	(h) 	
      “Subsequent Equity Financing” means any sale by the
      Corporation of shares of Common Stock, Common Stock Equivalents or any
      combination of shares of Common Stock and Common Stock Equivalents, made
      after the Original Issue Date, but shall not include any sale or other
      issuance of:





	 	(i) 	
      shares of Common Stock or Common Stock Equivalents to
      employees, officers, consultants or directors of the Corporation pursuant
      to any stock option plan or stock incentive plan of the Corporation in
      effect on the Original Issue Date on the terms in effect on the Original
      Issue Date;

	 	 	 
	 	(ii) 	
      any securities of the Corporation upon the exercise,
      exchange or conversion of the Special Warrants represented
  hereby;

	 	 	 
	 	(iii) 	
      any securities of the Corporation upon the exercise,
      exchange or conversion of any Common Stock Equivalent granted or issued on
      or prior to the Original Issue Date (provided that such Common Stock
      Equivalent has not been modified or amended since the Original Issue Date
      to increase the number of securities issuable on exercise, exchange or
      conversion thereof or to decrease the exercise, exchange or conversion
      price thereof);

	 	 	 
	 	(iv) 	
      securities issued in connection with any event set out in
      Section 8 hereof.




	 	(i) 	
      “Unit” means one (1) unit consisting of one (1) Unit
      Share and one (1) Unit Warrant.

	 	 	 
	 	(j) 	
      “Unit Share” means one (1) share of Common Stock
      comprising a portion of a Unit.








	IRELAND INC. 	3	 
	Special Warrant
      Certificate 	 	 




	 	(k) 	
      “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 substantially
      in the form, and subject to the terms and conditions, attached as Schedule
      “C” to the Subscription Agreement.

	 	 	 
	 	(l) 	
      “Unit Warrant Exercise Price” means $0.40 per
    share.

	 	 	 
	 	(m) 	
      “Unit Warrant Share” means one (1) share of Common Stock
      issuable upon exercise of the Unit Warrants.

	 	 	 
	 	(n) 	
      “Unit Warrant Term” means the period beginning on the
      Original Issue Date and ending at 5:00PM Pacific Time on March 29,
      2019.



2.          
Conversion of Special Warrants. 

At any time during the Special Warrant Exercise Period, all,
but not less than all, of the Special Warrants represented hereby may be
converted into Units on the basis of one (1) Unit for every one (1) Special
Warrant represented hereby. To exercise the conversion rights set forth in this
Section 2, the Holder shall surrender to the Corporation this Special Warrant
Certificate with the annexed Notice of Conversion Form duly completed and
executed, and, upon receipt thereof, the Holder shall be entitled to receive a
certificate for the Unit Shares and the Unit Warrants so issuable upon
conversion. 

3.          
Alternate Conversion Right. 

	 	(a) 	
      Subject to the provisions of this Section 3, if, at any
      time during the Special Warrant Exercise Period, the Corporation shall
      complete a Subsequent Equity Financing, the Holder shall have the right,
      but not the obligation to, convert all, but not less than all, of the
      Special Warrants represented hereby into that number of shares of Common
      Stock and Common Stock Equivalents that the Holder would have been
      entitled to had the Holder subscribed or otherwise participated in such
      Subsequent Equity Financing at an aggregate subscription price equal to
      the product of the total number of Special Warrants represented hereby
      times the Special Warrant Subscription Price.

	 	 	 
	 	(b) 	
      In order to exercise the alternate conversion rights
      provided by this Section 3 with respect to a particular Subsequent Equity
      Financing, the Holder shall be required surrender to the Corporation this
      Special Warrant Certificate with the annexed Notice of Conversion Form
      duly completed and executed, on or before 5:00PM Pacific Time on the 1
      month anniversary of the closing date of such Subsequent Equity Financing.
      Failure to deliver such documents to the Corporation by the date and time
      set forth in this Section 3(b) shall result in the alternate conversion
      rights set forth in this Section 3 ceasing to be available with respect to
      such Subsequent Financing.

	 	 	 
	 	(c) 	
      The Holder expressly agrees that any Common Stock and
      Common Stock Equivalents received as a result of exercising the alternate
      conversion rights provided by this Section 3 shall be subject to
      substantially the same terms and conditions as if the Holder had directly
      subscribed for or otherwise directly participated in such Subsequent
      Equity Financing, including any restrictions, covenants, conditions,
      qualifications, adjustments, agreements or other provisions set out in the
      transaction documents to such Subsequent Equity Financing (including the
      terms and conditions of any Common Stock Equivalents issued as a part
      thereof), and the Holder agrees to execute such additional documents or
      agreements as may reasonably be required to evidence its agreement
      thereto. Notwithstanding the generality of the forgoing, any restrictions
      on transfer or resale required under applicable securities laws as set out
      in the transaction documents to such Subsequent Equity Financing
      (including the calculation of any hold periods required under applicable
      securities laws) shall be determined as such laws apply to the
    Holder.









	IRELAND INC. 	4	 
	Special Warrant
      Certificate 	 	 


4.          
Automatic Conversion Upon Expiration of Special Warrant Exercise Period.


If the Holder has not, previously exercised the conversion
rights set forth in Section 2 or Section 3 hereof, then immediately prior to the
expiration of the Special Warrant Exercise Period, the Special Warrants
represented hereby shall automatically be deemed to be converted into Units on
the basis of one (1) Unit for every one (1) Special Warrant represented hereby,
without any further act of or consideration from the Holder, and thereafter this
Special Warrant Certificate and each of the Special Warrants represented hereby
will expire and become null and void. For greater certainty, the Holder shall
not be required to surrender this Special Warrant Certificate or provide a
Notice of Conversion form for the automatic conversion provisions of this
Section 4 to apply. The Corporation will, as soon as practicable after an
automatic conversion set forth in this Section 4, cause to be delivered to the
Holder, at the address of the Holder set forth above, certificates representing
the Unit Shares and Unit Warrants to which the Holder is entitled upon such
automatic conversion. 

5.          
Reservation of Shares. 

The Corporation hereby agrees that, at all times during the
Special Warrant Exercise Period, there shall be reserved for issuance a
sufficient number of shares of Common Stock to enable the Corporation to satisfy
its obligations to issue Unit Shares upon a conversion of the Special Warrants
represented hereby for Units, and to issue Unit Warrant Shares upon an exercise
of Unit Warrants issuable upon such a conversion of the Special Warrants for
Units. 

6.          
Mutilation or Loss of Special Warrant Certificate 

Upon receipt by the Corporation of evidence satisfactory to it
of the loss, theft, destruction or mutilation of this Special Warrant
Certificate, 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 Special Warrant Certificate, the Corporation
will execute and deliver a new Special Warrant Certificate of like tenor and
date and any such lost, stolen, destroyed or mutilated Special Warrant
Certificate shall thereupon become void. 

7.          
No Rights as Shareholder 

The Holder shall not, by virtue hereof or the Special Warrants
represented hereby, be entitled to any rights as a stockholder in the
Corporation, including, without limitation, the right to vote at, or receive
notice or attend, meetings of the stockholders of the Corporation or to receive
dividends or other distributions, either at law or equity, and the rights of the
Holder are limited to those expressed in this Special Warrant Certificate and
are not enforceable against the Corporation except to the extent set forth
herein. 

8.          
Adjustment for Stock Dividends, Stock Splits, Reclassifications, Mergers,
Etc.

The number of Units to which the Holder is entitled upon the
conversion of the Special Warrants represented hereby shall be subject to
adjustment in the events and in the manner following: 

	 	(a) 	
      If and whenever the shares of Common Stock at any time
      outstanding shall be subdivided into a greater, or consolidated into a
      lesser, number of shares, the number of Units to which the Holder is
      entitled upon a conversion of the Special Warrants represented hereby for
      Units shall be decreased or increased proportionately as the case may
      be.

	 	 	 
	 	(b) 	
      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, the Special Warrants represented hereby shall, after such

      capital reorganization, reclassification of capital, consolidation, merger
      or amalgamation, confer the right to receive:








	IRELAND INC. 	5	 
	Special Warrant
      Certificate 	 	 




	 	(i) 	
      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 would have been entitled had such
      Holder exercised its right to convert the Special Warrants represented
      hereby for Units immediately prior to such capital reorganization,
      reclassification of capital, consolidation, merger or amalgamation;
    and

	 	 	 
	 	(ii) 	
      the number of share purchase warrants or other securities
      or rights conferring the Holder the right to purchase from the Corporation
      that 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, that the Holder
      would have been entitled to purchase had such Holder exercised its right
      to convert the Special Warrants represented hereby for Units immediately
      prior to such capital reorganization, reclassification of capital,
      consolidation, merger or amalgamation.




	 		
      For greater clarity, it is the intention of the Holder
      and the Corporation that, 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
      the Special Warrants represented hereby 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
      conversion of the Special Warrants represented hereby.

	 	 	 
	 	(c) 	
      In the event of any dispute as to the adjustments to be
      made as a result of the provisions of this Section 8, a determination of
      the board of directors of the Corporation, acting reasonably and in good
      faith, as to the appropriate adjustments to be made with respect thereto
      shall be deemed final and binding on the Corporation and the
  Holder.

	 	 	 
	 	(d) 	
      The adjustments provided for in this Section 8 are
      cumulative.




	9. 	
      Securities Matters.

	 	 	 	 
		(a) 	
      The Special Warrants represented hereby and the Units or
      other securities issuable upon the conversion of such Special Warrants
      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 such Special Warrants,
      Units or other securities. Each certificate for the Unit Shares, Unit
      Warrants, Unit Warrant Shares or other securities issued or issuable upon
      conversion of the Special Warrants represented hereby shall contain a
      legend on the face thereof, in form and substance satisfactory to legal
      counsel for the Corporation, setting forth the restrictions on transfer
      contained in this Section or such other legends as the Corporation’s legal
      counsel may deem advisable for the purposes of complying with applicable
      law. The Holder understands that the Special Warrants represented hereby
      and the Unit Shares, Unit Warrants, Unit Warrant Shares or other
      securities issued or issuable upon conversion of the Special Warrants
      represented hereby constitute “restricted securities” under the Securities
      Act 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 such securities. By acceptance of this certificate, the Holder
      acknowledges and agrees that:

	 	 	 	 
			(i) 	
      The Holder is acquiring such securities 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;

	 	 	 	 
			(ii) 	
      The Holder does not intend any sale of such securities
      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;








	IRELAND INC. 	6	 
	Special Warrant
      Certificate 	 	 




	 	(iii) 	
      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 such
  securities;

	 	 	 
	 	(iv) 	
      The Holder is not aware of any circumstances presently in
      existence which are likely in the future to prompt a disposition of such
      securities;

	 	 	 
	 	(v) 	
      Such securities were offered to the Holder in direct
      communication between the Holder and the Corporation and not through any
      advertisement of any kind; and

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




	 	(b) 	
      All certificates representing Unit Shares, Unit Warrants,
      Unit Warrant Shares or other securities issued or issuable upon conversion
      of the Special Warrants represented hereby 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.”

	 	(c) 	
      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 Unit Shares, Unit
      Warrants, Unit Warrant Shares or other securities issued or issuable upon
      conversion of the Special Warrants represented hereby and the Corporation
      may refuse to register any sale or transfer not in compliance with such
      other securities legislation.

	 	 	 
	 	(d) 	
      Notwithstanding any other provision of this Special
      Warrant Certificate, the conversion rights set out herein, and the rights
      of the Holder to any Units, Unit Shares, Unit Warrants, Unit Warrant
      Shares or other securities are expressly made subject to compliance with
      all applicable securities laws. No securities will be issued pursuant
      to the provisions hereof or any Special Warrant represented hereby if the
      issuance of such securities would constitute a violation of applicable
      securities laws.



10.        Special
Warrants to Rank Pari Pasu. 

The Special Warrants represented hereby shall rank pari passu
with all other Special Warrants of the same series issued by the Corporation on
the Original Issue Date. 

11.        Amendments to
Special Warrants. 

Any term or condition of the Special Warrants represented
hereby may be amended or waived by written consent or agreement executed by the
Corporation and the registered holders of more than 50% of the then outstanding
Special Warrants. 






	IRELAND INC. 	7	 
	Special Warrant
      Certificate 	 	 


12.        Payment of
Taxes. 

The Corporation shall not be required to pay any tax or other
charge imposed in connection with the conversion of the Special Warrants
represented hereby or a permissible transfer involved in the issuance of any
certificate for any securities issuable upon conversion of the Special Warrants
represented hereby 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. 

13.        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 	P.O. Box 35
	  	Vancouver, BC V6C 2T5 
	  	  
	  	Fax: (604) 687-6650 
	  	  
	HOLDER: 	At the address set forth above.



14.        
Governing Law 

The provisions of this Special Warrant Certificate and the
Special Warrants represented hereby 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. 

IRELAND INC. 
by its authorized signatory: 

 

__________________________________________ 
Douglas D.G.
Birnie 
Chief Executive Officer, President and Secretary 




NOTICE OF CONVERSION FORM 

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



	Dear Sirs: 
	 
	The undersigned (the “Subscriber”) hereby exercises the
      right to convert those Special Warrants represented by Special Warrant
      Certificate No. __________________________ (the “Special Warrant
      Certificate”), which Special Warrant Certificate is surrendered herewith,
      according to the terms and conditions set out in such Special Warrant
      Certificate: 
	 
	(check one and only one of the following)
  



	1. [  ]	
      Pursuant to the provisions of Section 2 of the Special
      Warrant Certificate, entitling the Subscriber to receive one (1) Unit for
      every one (1) Special Warrant represented by the Special Warrant
      Certificate; or

	 	 
	2. [  ]	
      Pursuant to the provisions of Section 3 of the Special
      Warrant Certificate, entitling the Subscriber to receive that number of
      shares of Common Stock and Common Stock Equivalents that the Holder would
      have been entitled to had the Subscriber participated in the following
      Subsequent Equity Financing at an aggregate subscription price equal to
      the product of the total number of Special Warrants represented by the
      Special Warrant Certificate times $0.20. (Note: Conversion rights under
      Section 3 are available only if exercised within one (1) month after such
      Subsequent Equity Financing has closed.)

	 	 
		
      Description of Subsequent Equity Financing:

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


Certificates for the securities to be issued to the Subscriber
are to be issued as follows: 

	 	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 any of the
      securities issuable upon conversion of the Special Warrants within the
      meaning of the Securities Act;

	 	 
	(c) 	
      The Subscriber is acquiring the securities issuable upon
      conversion of the Special Warrants 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 securities
      issuable upon conversion of the Special Warrants 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 securities issuable
      upon conversion of the Special Warrants;

	 	 	 
	(f) 	
      The Subscriber is not aware of any circumstances
      presently in existence which are likely in the future to prompt a
      disposition of the securities issuable upon conversion of the Special
      Warrants;

	 	 	 
	(g) 	
      The securities issuable upon conversion of the Special
      Warrants 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 securities issuable upon conversion of the Special
      Warrants have not been registered under the Securities Act or applicable
      state “Blue Sky” laws and, therefore, such securities 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 securities issuable upon
      conversion of the Special Warrants not made in compliance with the
      Securities Act or any other applicable securities laws.

	 	 	 
		(ii) 	
      Only the Corporation can take action to register the
      securities issuable upon conversion of the Special Warrants 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 securities issuable upon
      conversion of the Special Warrants 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 special warrant certificate in respect of the
securities referred to in the special 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: 	 
	 	 	 
	 	 	 
	 	 	 






SCHEDULE C 

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 {NUMBER} 

«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 $0.40 per share (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 	  	 


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 	 	 


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 	 	 


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. 

IRELAND INC. 
by its authorized signatory: 

__________________________________________ 
Douglas D.G.
Birnie 
Chief Executive Officer, President and Secretary 





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: