Ireland Inc. - Exhibit 4.2 - Filed by newsfilecorp.com





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 28th day of February, 2020 (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: