Ireland Inc. - Exhibit 10.1 - Filed by newsfilecorp.com






TERMINATION AND MUTUAL RELEASE AGREEMENT


THIS AGREEMENT is dated as of the 27th day of
August, 2014. 

AMONG: 


  
    
      
        
          SIERRA MINERAL MANAGEMENT INC., doing business as
            Red Mountain Mining, a Nevada corporation having a mailing address at PO Box
            520, Clarkdale, AZ 86324. 

          ("SMM") 

        

      

    

  



OF THE FIRST PART 


  AND: 

  
    
      
        
          IRELAND INC., a Nevada corporation having a
            business address at 2360 West Horizon Ridge Parkway, Suite 100, Henderson, NV
            89052 

          (“Ireland") 

        

      

    

  



OF THE SECOND PART 

WHEREAS: 

A.          SMM
and Ireland (collectively, the “Parties”) are parties to that Amended and
Restated Option Agreement effective as of July 20, 2011 (the “Option Agreement”)
whereby SMM granted Ireland an option in the Red Mountain Project, as that term
is defined in the Option Agreement; 

B.        
 Pursuant to Subsection 3.1(a) of the Option Agreement, Ireland is required
to make a cash payment of $8,000 to SMM for the month of August, 2014, which has
not been paid (the “August Payment”);

C.         
Pursuant to Subsection 10.2(a) of the Option Agreement, upon termination of the
Option Agreement, Ireland is required to to maintain the mineral claims
comprising the Red Mountain Project in good standing for a period of twelve (12)
months following the date of termination of the Option Agreement (the “Good
Standing Requirement”); and 

D.          The
Parties have mutually agreed to terminate the Option Agreement and SMM has, in
exchange for a one time cash payment of $50,000 (the “Cash Payment”) agreed to
release Ireland from its obligations with respect to the Good Standing
Requirement, effective immediately, and the Parties have negotiated a complete
resolution of any and all disputes, claims or potential claims arising between
them and the subject matter of the Option Agreement on the terms and conditions
set out below. 

NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, each of the Parties
agrees as follows: 

1.         
TERMINATION 

1.1        SMM and
Ireland agree that, as of the date hereof, the Option Agreement shall be
terminated and be of no further force or effect. 

1.2        SMM hereby
waives the August Payment. 

1.3        Ireland
shall, for a period of 90 days after the date hereof, make available to SMM, at
no cost to SMM, all drill core, copies of all reports, maps, assay results and
other relevant technical data compiled by, prepared at the direction of, or in
the possession of Ireland with respect to the Red Mountain Project and not
previously provided to SMM. 

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1.4        Ireland
shall have the right, for a period of 180 days after the date hereof, to remove
from the Red Mountain Project all buildings, plant, equipment, machinery, tools,
appliances and supplies which were brought onto the Red Mountain Project by or
on behalf of Ireland.

2.        
 RELEASE AND DISCHARGE 

2.1        In consideration
of the SMM Release (as hereinafter defined), Ireland agrees: 

	 	(a) 	
      to make the Cash Payment to SMM upon execution of this
      Agreement by each of the Parties hereto; and

	 	 	 
	 	(b) 	
      to completely release and forever discharge SMM from any
      and all past, present or future claims, demands, obligations, actions,
      causes of action, rights, damages, costs, loss of services, expenses and
      compensation which Ireland has had, now has, or which may hereafter accrue
      or otherwise be acquired by Ireland against SMM with respect to any matter
      relating to the Option Agreement (the “Ireland
Release”).



2.2        In
consideration of the Ireland Release and the Cash Payment, SMM agrees to
completely release and forever discharge Ireland from any and all past, present
or future claims, demands, obligations, actions, causes of action, rights,
damages, costs, loss of services, expenses and compensation which SMM has had,
now has, or which may hereafter accrue or otherwise be acquired by SMM against
Ireland with respect to any matter relating to the Option Agreement, including
but not limited to, the Good Standing Requirement and the August Payment (the
“SMM Release”). 

2.3        Notwithstanding
the provisions of Section 2.1 and Section 2.2, the Ireland Release and the SMM
Release shall not act as any waiver, release or discharge by the Ireland or SMM
of any claims with respect to or arising out of this Agreement. 

3.        
 ENTIRE AGREEMENT AND SUCCESSORS IN INTEREST 

3.1        This Agreement
contains the entire agreement between the Parties with regard to the matters set
forth herein and shall be binding upon and inure to the benefit of the
executors, administrators, personal representatives, heirs, successors and
assigns of each. 

4.       
  INDEPENDENT LEGAL ADVICE 

4.1        This
Agreement has been prepared by Northwest Law Group acting solely on behalf of
Ireland. SMM acknowledges that he has been advised to obtain independent legal
advice, and that it has had full opportunity to obtain independent legal advice.


5.        
 GOVERNING LAW 

5.1        This Agreement
shall be governed by and construed in accordance with the laws of the State of
Nevada and each party hereto adjourns to the jurisdiction of the courts of the
State of Nevada. 

6.         
ADDITIONAL DOCUMENTS 

6.1        All parties agree
to cooperate fully and execute any and all supplementary documents and to take
all additional actions which may be necessary or appropriate to give full force
and effect to the basic terms and intent of this Agreement. 

7.        
 EFFECTIVENESS 

7.1        This
Agreement shall become effective on execution. 

8.         
MISCELLANEOUS 

8.1        This
Agreement supersedes any prior written or oral agreements or understandings
between the parties relating to the subject matter hereof. 

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8.2        No modification
or amendment of this Agreement shall be valid unless in writing and signed by or
on behalf of the Parties hereto. 

8.3        A waiver of the
breach of any term or condition of this Agreement shall not be deemed to
constitute a waiver of any subsequent breach of the same or any other term or
condition.

8.4        This Agreement is
intended to be performed in accordance with, and only to the extent permitted
by, all applicable laws, ordinances, rules and regulations. If any provision of
this Agreement, or the application thereof to any person or circumstance, shall,
for any reason and to any extent, be held invalid or unenforceable, such
invalidity and unenforceability shall not affect the remaining provisions hereof
and the application of such provisions to other persons or circumstances, all of
which shall be enforced to the greatest extent permitted by law.

8.5        The headings in
this Agreement are inserted for convenience of reference only and shall not be a
part of or control or affect the meaning of any provision hereof. 

8.6        This Agreement
may be executed in one or more counter-parts, each of which so executed shall
constitute an original and all of which together shall constitute one and the
same agreement. 

IN WITNESS WHEREOF, the parties have executed this
Agreement effective as of the date of this Agreement. 

	SIERRA MINERAL MANAGEMENT INC. 	 
	also doing business as RED MOUNTAIN MINING 	 
	by its authorized signatory: 	 
	  	 
	  	 
	/s/ Randy
      Johnson 	 
	Signature of Authorized Signatory 	 
	  	 
	  	 
	Randy Johnson 	 
	Name of Authorized Signatory 	 
	  	 
	  	 
	Owner 	 
	Position of Authorized Signatory 	 
	  	 
	  	 
	IRELAND INC. 	 
	a Nevada corporation by its 	 
	authorized signatory: 	 
	  	 
	  	 
	/s/ Douglas
      Birnie 	 
	Signature of Authorized Signatory 	 
	  	 
	  	 
	Douglas Birnie 	 
	Name of Authorized Signatory 	 
	  	 
	  	 
	President 	 
	Position of Authorized Signatory 	 


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