UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K





x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934





For the fiscal year ended August 31, 2011





 ̈
TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from _____________________ to _____________________





Commission File Number:   000-53267





IRONWOOD GOLD CORP.(Exact name of registrant as specified in charter)





Nevada
74-3207792State or other jurisdiction of incorporation or organization
(I.R.S. Employee I.D. No.)





123 West Nye Ln., Ste. 129Carson City, Nevada
89706(Address of principal executive offices)
(Zip Code)





888-356-4942


(Registrant’s telephone number, including area code)





Securities registered pursuant to Section 12(b) of the Act:





Title of each class
Name of each exchange on which registeredNone
None





Securities registered pursuant to Section 12(g) of the Act:





Common Stock, par value of $0.001 per share


(Title of Class)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.    ̈  Yes   x  No





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act.    ̈ Yes   x  No





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x  Yes    ̈ No





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the proceeding 12 months (or for such shorter period that the registrant was required to submit and post such files).     ̈ Yes   ̈ No





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.    ̈





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.  See definition of “large accelerated filer,” “accelerated filer” and “small reporting company” Rule 12b-2 of the Exchange Act.





Large accelerated filer   ̈
Accelerated filer
 ̈Non-accelerated filer     ̈ (Do not check if a small reporting company)
Small reporting company
x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ̈   No   x





The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of February 28, 2011 was approximately $2,678,513 based upon the closing price of $0.035 per share reported for such date on the Over-the-Counter Bulletin Board maintained by the NASD.  Shares of common stock held by each officer and director and by each person who is known to own 10% of more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates of the Company.  This determination of affiliate status is not necessarily a conclusive determination for other purposes.





Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:





As of November 21, 2011, there were 6,199,977 shares of the registrant’s $0.001 par value common stock issued and outstanding.





DOCUMENTS INCORPORATED BY REFERENCE





None.









TABLE OF CONTENTS





PagePART IITEM 1.
Business.
1ITEM 1A.
Risk Factors.
7ITEM 1B.
Unresolved Staff Comments.
14ITEM 2.
Properties.
14ITEM 3.
Legal Proceedings.
21ITEM 4.
[Removed and Reserved].
21PART IIITEM 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities.
21ITEM 6.
Selected Financial Data.
22ITEM 7.
Management’s Discussion and Analysis of Financial Conditions and Results of Operations.
22ITEM 7A.
Quantitative and Qualitative Disclosure about Market Risk.
26ITEM 8.
Financial Statement and Supplementary Data.
26ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
26ITEM 9A.
Controls and Procedures.
26ITEM 9B.
Other Information.
27PART IIIITEM 10.
Directors, Executive Officers and Corporate Governance.
28ITEM 11.
Executive Compensation.
29ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
33ITEM 13.
Certain Relationships and Related Transactions, and Director Independence.
34ITEM 14.
Principal Accounting Fees and Services.
35PART IVITEM 15.
Exhibits, Financial Statement Schedules.
36SIGNATURES
38




-i-




PART 1




CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS




Some discussions in this Annual Report on Form 10-K contain forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995.  These statements involve risks and uncertainties and relate to future events or future financial performance.  A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this Form 10-K.  Forward-looking statements are often identified by words such as “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project,” “plans,” “seek” and similar expressions or words which, by their nature, refer to future events.  In some cases, you can also identify forward-looking statements by terminology such as “may,” “will,” “should,” “plans,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology.





These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” below that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In addition, you are directed to factors discussed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and as well as those discussed elsewhere in this Form 10-K.





Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. However, readers should carefully review the risk factors set forth in other reports or documents the Company files from time to time with the Securities and Exchange Commission (the “SEC”), particularly the Company’s Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K.





As used in this Form 10-K, “we,” “us,” and “our” refer to Ironwood Gold Corp., which is also sometimes referred to as the “Company” or “Ironwood.”  In addition, references to “dollars” and “$” are to United States dollars.





ITEM 1.
BUSINESS.





Overview





Ironwood Gold Corp., formerly known as Suraj Ventures, Inc., was incorporated on January 18, 2007 under the laws of the State of Nevada under the name Suraj Ventures, Inc. for the purpose of acquiring, exploring and developing mineral properties.  On October 27, 2009, we changed our name to Ironwood Gold Corp.





We are a mineral exploration stage company building a portfolio of exploration properties containing known deposits of gold.  We have targeted several prospective locations in Nevada, where approximately 80% of all gold in America is produced today.





On January 25, 2011, we entered into a lease agreement with The Falcon Group Claims (“Falcon”) for the development of a gold-silver mining project known as the Falcon Mine Property (the “Falcon Property”) located in the northern end of the Carlin Trend gold belt in Nevada (the “Lease”).  The Lease includes an earn-in joint venture agreement option, to be negotiated by the parties, for further development of the Falcon Property.  Such joint venture option is exercisable anytime on or before November 30, 2012, unless such option period is extended pursuant to the terms and conditions of the Lease.  The Falcon Property consists of six patented claims and between 60-100 newly staked claims that join the patented claims on which the mine is situated.  In accordance with the Lease, we are obligated to make certain expenditures on the Falcon Property, including drilling a minimum of four (4) drill holes for the purpose of obtaining soil samples and conducting field survey work on the Falcon Property.  In September 2011, we announced that Snowden Mining Industry Consultants Inc. has commenced the 2011 field exploration program on the Falcon Property.  Results of this initial program are expected by December 2011 and are focused on locating prime drill sites for subsequent testing for a potential Carlin-type gold horizon.





Our Falcon Property is discussed in further detail below.


1




Industry





By industry standards, there are generally four types of mining companies.  We are considered an “exploration stage” company.  Typically, an exploration stage mining company is focused on exploration to identify new, commercially viable gold deposits.  “Junior mining companies” typically have proven and probable reserves of less than one million ounces of gold, generally produce less than 100,000 ounces of gold annually, and/or are in the process of trying to raise enough capital to fund the remainder of the steps required to move from a staked claim to production.  “Mid-tier” and large mining “senior” companies may have several projects in production plus several million ounces of gold in reserve.




The gold mining and exploration industry has experienced several factors recently that are favorable to our Company, as described below.




The spot market price of an ounce of gold has increased from a low of $253 in February 2001 to a high of $1895 in September 2011.  This current price level has made it economically more feasible to produce gold, as well as making gold a more attractive investment for many.  Accordingly, the gross margin per ounce of gold produced per the historical spot market price range above provides significant profit potential if we are successful in identifying and extracting gold at our properties.





Further, gold reserves have generally been declining for a number of years for the following reasons:





·
the extended period of low gold prices from 1996 to 2001 made it economically unfeasible to explore for new deposits for most mining companies, and


·
the demand for and production of gold products have exceeded the amount of new reserves added over the last several consecutive years.





Reversing the decline in lower gold reserves is a long term process.  Due to the extended time frame it takes to explore, develop, and bring new production on-line, the large mining companies are facing an extended period of lower gold reserves.  Accordingly, junior companies that are able to increase their gold reserves more quickly should directly benefit with an increased valuation.





Additional factors causing higher gold prices over the past several years have come from a weakened U.S. dollar.  Reasons for the lower dollar compared to other currencies include, but are not limited to, the historically low U.S. interest rates, the weak U.S. economy, the increasing U.S. budget and trade deficits, and the general worldwide political instability caused by the war on terrorism.




Recent Events




Some of our more significant recent events include the following:





On October 28, 2009, we entered into an acquisition agreement (the “Acquisition Agreement”) with Kingsmere Mining Ltd. (“KML”) and Ironwood Mining Corp. (“IMC”), whereby we acquired an undivided 100% right, title, and interest in and to certain mineral claims known as the Cobalt Canyon Gold Project, in the Chief District, located in Lincoln County, Nevada (the “Cobalt Canyon Property”), in exchange for an aggregate of 853,750 shares (post stock split) of our common stock and an aggregate cash sum of $575,000.  Previously, Gold Canyon Partners LLP (“GC”) and KML entered into an option agreement (the “Option Agreement”), dated January 31, 2009, wherein KML acquired an exclusive option to acquire the Cobalt Canyon Property from GC.  KML assigned all of KML’s interest in the Property to IMC in an agreement (the “Cobalt Assignment Agreement”) dated April 15, 2009. On November 30, 2009, we entered into a purchase agreement with KML (“Purchase Agreement”), whereby we acquired certain rights in 32 unpatented placer mining claims located at the Cobalt Canyon Gold Project in Lincoln County, Nevada.  As a result of the purchase agreement, the Cobalt Canyon Gold Project encompasses a total of  696 acres in the Chief or Caliente mining district of southeastern Nevada.  We agreed to issue 25,000 shares of our common stock (post stock split) and a cash sum of $65,000 in consideration for the assignment of the rights.  On August 16, 2010, exploratory drilling at the Cobalt Canyon Property in Nevada commenced.  On August 26, 2010, KML agreed to the cancellation of all 25,000 shares of common stock (post stock split) issued to KML pursuant to the Purchase Agreement.  After analyzing the drilling results, we performed an impairment analysis and determined that the related acquisition costs for the Cobalt Canyon Gold Project was impaired. Therefore, an impairment loss of $617,575 representing our total investment in the Cobalt Canyon Gold Project property was recorded on February 28, 2011 and we have abandoned the property.





On December 1, 2009, we entered into an assignment agreement (the “Haystack Assignment Agreement”) with KML, whereby we have the option to acquire an undivided 100% right, title, and interest in and to certain mineral claims known as the Haystack Property, located in Pershing County, Nevada (the “Haystack Property”).  We agreed to issue an aggregate of 500,000 shares of our common stock (post stock split) and an aggregate of $300,000 in cash in consideration for the assignment of all right, title, and interest in the Haystack Property as follows: 425,000 shares (post stock split) and $255,000 to KML and 75,000 shares (post stock split) and $45,000 to Teck CO, LLC (“Teck”).  Previously, KML and Teck entered into an option agreement (the “Haystack Option Agreement”), dated October 26, 2009, wherein KML acquired an exclusive option to acquire the Haystack Property from Teck.  On August 26, 2010, KML agreed to the cancellation of all 425,000 shares of common stock (post stock split) issued to KML pursuant to the Haystack Assignment Agreement.  The Company was working on a 43-101 compliant technical report and had completed exploration related expenditures of approximately $175,000 on the Haystack Property when on November 24, 2010, Teck provided written notice that they had unilaterally terminated the Haystack Assignment Agreement. We disputed this unilateral termination due to force majeure events we suffered and believed that we had exceeded our obligations given the force majeure events we experienced.  However, due to the ongoing dispute and the fact that we were not allowed access to the Haystack Property, we performed an impairment analysis and determined that the related acquisition costs were impaired and recorded an impairment loss of $310,000 representing the Company’s total investment in the Haystack Property on November 30, 2010.  Our Board of Directors has since determined that it is not in the best interests of the Company and its shareholders to pursue a claim against Teck at this time.  While we retain our right to bring a claim under the Haystack Assignment Agreement at a future date, we deemed the Haystack Assignment Agreement terminated as of January 14, 2011.


2




On December 7, 2009, we entered into an assignment agreement (the “Rock Creek Assignment Agreement”) with KML, whereby we have the option to acquire an undivided 100% right, title, and interest in and to certain mineral claims known as the Rock Creek property, located in Elko County, Nevada (the “Rock Creek Property”).  We agreed to issue an aggregate of 350,000 shares of our common stock (post stock split) and an aggregate of $300,000 in cash in consideration for the assignment of all right, title, and interest in and to the Rock Creek Property as follows: 297,500 shares (post stock split) and $255,000 to KML and 52,500 shares (post stock split) and $45,000 to Teck.  Previously, KML and Teck entered into an option agreement (the “Rock Creek Option Agreement”), dated October 26, 2009, wherein KML acquired an exclusive option to acquire the Rock Creek Property from Teck.  On August 26, 2010, KML agreed to the cancellation of all 297,500 shares of common stock (post stock split) issued to KML pursuant to the Rock Creek Assignment Agreement.  The Company was working on a 43-101 compliant technical report and had completed exploration related expenditures of approximately $283,000 on the Rock Creek Property when on November 24, 2010, Teck provided written notice that they had unilaterally terminated the Rock Creek Assignment Agreement.  We disputed this unilateral termination due to force majeure events we suffered and believed that we had exceeded our obligations given the force majeure events we experienced.  However, due to the ongoing dispute and the fact that we were not allowed access to the Rock Creek Property, the Company performed an impairment analysis and determined that the related acquisition costs were impaired and recorded an impairment loss of $307,000 representing the Company’s total investment in the Rock Creek Property on November 30, 2010.  Our Board of Directors has since determined that it is not in the best interests of the Company and its shareholders to pursue a claim against Teck at this time.  While we retain our right to bring a claim under the Rock Creek Assignment Agreement at a future date, we deemed the Rock Creek Assignment Agreement terminated as of January 14, 2011.





As noted above, on January 25, 2011, we entered into a lease agreement with Falcon for the development of a gold-silver mining project known as the Falcon Property located in the northern end of the Carlin Trend gold belt in Nevada (the “Lease”).  The Lease includes an earn-in joint venture agreement option, to be negotiated by the parties, for further development of the Falcon Property.  Such joint venture option is exercisable anytime on or before November 30, 2012, unless such option period is extended pursuant to the terms and conditions of the Lease.  The Falcon Property consists of six patented claims and between 60-100 newly staked claims that join the patented claims on which the mine is situated.  In accordance with the Lease, we are obligated to make certain expenditures on the Falcon Property, including drilling a minimum of four (4) drill holes for the purpose of obtaining soil samples and conducting field survey work on the Falcon Property.





On August 16, 2011, we entered into a Subscription Agreement (the “Agreement”) with Alpha Capital Anstalt, a foreign entity (the “Investor”) in connection with the private offering and issuance of (i) a $550,000 secured convertible promissory note (the “Note”), such Note convertible, at the option of the Investor, into shares of our common stock, par value $0.001, at a conversion price of $0.40 per share (post stock split); (ii) a warrant to purchase up to 1,375,000 shares of common stock (post stock split) at an exercise price of $0.60 per share (post stock split) (the “Warrant”), such Warrant expiring five (5) years from the date of issuance, and (iii) 220,000 shares of common stock (post stock split) (the “Shares”).  The Note is senior to any and all of our indebtedness and is secured substantially by all of our assets in accordance with the terms and conditions of the Security Agreement with the Investor dated August 16, 2011. The Note carries an interest rate of 10% per annum (increases to 16% in the event of default), is payable quarterly, and matures fifteen (15) months from the date of issuance.





In addition, as a condition to closing the Agreement, Mr. Behzad Shayanfar, our Chief Executive Officer and a director, has entered into a Lockup Agreement, dated August 16, 2011 (“Lockup Agreement”) pursuant to which Mr. Shayanfar has agreed that for a period of twelve (12) months from August 16, 2011, he will not sell, transfer or otherwise dispose of any of his common stock or any other security of the Company which he owns or has a right to acquire, except (i) in connection with an offer made to all our shareholders in connection with a merger, consolidation or similar transaction involving the Company, or (ii) in a bona fide arm’s length transaction at a price of more than $1.00 per share (post stock split), subject to equitable adjustment.





Subsequent to August 31, 2011





Effective October 28, 2011, we completed  a 1 for 20 reverse stock split of both our authorized and issued and outstanding shares of our common stock.  As a result of the reverse split, our authorized share capital is now 25,000,000 shares of common stock, with the same par value of $0.001.  Unless otherwise noted, all references to share info contained in this Form 10-K are to figures and numbers post-reverse stock split.


3




Sources of Available Land for Mining and Exploration





There are at least five sources of land available for exploration, development and mining: public lands, private fee lands, unpatented mining claims, patented mining claims, and tribal lands.  The primary sources for acquisition of these lands are the United States government, through the Bureau of Land Management and the United States Forest Service, state governments, tribal governments, and individuals or entities that currently hold title to or lease government and private lands.





There are numerous levels of government regulation associated with the activities of exploration and mining companies.  Permits include “Notice of Intent” to explore, “Plan of Operations” to explore, “Plan of Operations” to mine, “Reclamation Permit,” “Air Quality Permit,” “Water Quality Permit,” “Industrial Artificial Pond Permit,” and several other health and safety permits.  These permits are and will be subject to amendment or renewal during our operations.  Although there is no guarantee that the regulatory agencies will timely approve, if at all, the necessary permits for our current operations or other anticipated operations, we have no reason to believe that necessary permits will not be issued in due course.  The total cost and effects on our operations of the permitting and bonding process cannot be estimated at this time.  The cost will vary for each project when initiated and could be material.





The Federal government owns public lands that are administered by the Bureau of Land Management or the United States Forest Service.  Ownership of the subsurface mineral estate can be acquired by staking a twenty (20) acre mining claim granted under the General Mining Law of 1872, as amended (the “General Mining Law”).  The Federal government still owns the surface estate even though the subsurface can be controlled with a right to extract through claim staking.  Private fee lands are lands that are controlled by fee-simple title by private individuals or corporations.  These lands can be controlled for mining and exploration activities by either leasing or purchasing the surface and subsurface rights from the private owner.  Unpatented mining claims located on public land owned by another entity can be controlled by leasing or purchasing the claims outright from the owners.  Patented mining claims are claims that were staked under the General Mining Law, and through application and approval the owners were granted full private ownership of the surface and subsurface estate by the Federal government.  These lands can be acquired for exploration and mining through lease or purchase from the owners.  Tribal lands are those lands that are under control by sovereign Native American tribes.  Areas that show promise for exploration and mining can be leased or joint ventured with the tribe controlling the land.





Competitive Business Conditions





We compete with many companies in the mining business, including larger, more established mining companies with substantial capabilities, personnel and financial resources.  Of the four types of mining companies, we believe junior mining companies represent the largest group of gold companies that are publicly listed.  All four types of mining companies may have projects located in any of the gold producing continents of the world and many have projects located in Nevada.  Further, there is a limited supply of desirable mineral lands available for claim-staking, lease or acquisition in the United States and other areas where we may conduct exploration activities.  Because we compete with individuals and companies that have greater financial resources and larger technical staffs, we may be at a competitive disadvantage in acquiring desirable mineral properties.  From time to time, specific properties or areas that would otherwise be attractive to us for exploration or acquisition are unavailable due to their previous acquisition by other companies or our lack of financial resources.





Competition in the mining industry is not limited to the acquisition of mineral properties but also extends to the technical expertise to find, advance, and operate such properties; the labor to operate the properties; and the capital needed to fund the acquisition and operation of such properties.  Competition may result in our company being unable not only to acquire desired properties, but to recruit or retain qualified employees, to obtain equipment and personnel to assist in our exploration activities or to acquire the capital necessary to fund our operation and advance our properties.  Our inability to compete with other companies for these resources would have a material adverse effect on our results of operation and business.





As noted above, we compete with other mining and exploration companies, many of which possess greater financial resources and technical facilities than we do, in connection with the acquisition of suitable exploration properties and in connection with the engagement of qualified personnel.  The gold and silver exploration and mining industry is fragmented, and we are a very small participant in this sector.  Many of our competitors explore for a variety of minerals and control many different properties around the world.  Many of them have been in business longer than we have and have established more strategic partnerships and relationships and have greater financial accessibility than we have.  Accordingly, given the significant competition for gold and silver exploration properties, we may be unable to continue to acquire interests in attractive gold and silver mineral exploration properties on terms we consider acceptable.





While we compete with other exploration companies in acquiring suitable properties, we believe that there would be readily available purchasers of gold and/or silver and other precious metals if they were to be produced from any of the properties we acquire an interests in.  The price of precious metals can be affected by a number of factors beyond our control, including:





·
fluctuations in the market prices for gold and silver;


·
fluctuating supplies of gold and silver;


·
fluctuating demand for gold and silver; and


4


·
mining activities of others.





If we find gold and/or silver mineralization that is determined to be of economic grade and in sufficient quantity to justify production, we may then seek significant additional capital through equity or debt financing to develop, mine and sell our production.  Our production would probably be sold to a refiner that would in turn purify our material and then sell it on the open market or through its agents or dealers.  In the event we should find economic concentrations of gold or silver mineralization and were able to commence production, we do not believe that we would have any difficulty selling the gold or silver we would produce.





We do not engage in hedging transactions and we have no hedged mineral resources.





Compliance with Government Regulations





Various levels of governmental controls and regulations address, among other things, the environmental impact of mineral exploration and mineral processing operations and establish requirements for decommissioning of mineral exploration properties after operations have ceased.  With respect to the regulation of mineral exploration and processing, legislation and regulations in various jurisdictions establish performance standards, air and water quality emission standards and other design or operational requirements for various aspects of the operations, including health and safety standards.  Legislation and regulations also establish requirements for decommissioning, reclamation and rehabilitation of mineral exploration properties following the cessation of operations and may require that some former mineral properties be managed for long periods of time.





Our exploration activities are subject to various levels of federal and state laws and regulations relating to protection of the environment, including requirements for closure and reclamation of mineral exploration properties.  Some of the laws and regulations include the Clean Air Act, the Clean Water Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Emergency Planning and Community Right-to-Know Act, the Endangered Species Act, the Federal Land Policy and Management Act, the National Environmental Policy Act, the Resource Conservation and Recovery Act, and all the related state laws in Nevada, some of which are discussed in more detail below.





The state of Nevada adopted the Mined Land Reclamation Act (the “Nevada Act”) in 1989 that established design, operation, monitoring and closure requirements for all mining operations in the state.  The Nevada Act has increased the cost of designing, operating, monitoring and closing new mining facilities and could affect the cost of operating, monitoring and closing existing mining facilities.  New facilities are also required to provide a reclamation plan and financial assurance to ensure that the reclamation plan is implemented upon completion of operations.  The Nevada Act also requires reclamation plans and permits for exploration projects that will result in more than five acres of surface disturbance.





We plan to secure all necessary state and federal permits for our exploration activities and we intend to file for the required permits to conduct our exploration programs as necessary.  These permits are usually obtained from either the Bureau of Land Management or the United States Forest Service.  Obtaining such permits usually requires the posting of small bonds for subsequent remediation of trenching, drilling and bulk-sampling.





We do not anticipate discharging water into active streams, creeks, rivers, lakes or any other bodies of water without an appropriate permit.  We also do not anticipate disturbing any endangered species or archaeological sites or causing damage to the properties in which we have an interest.  Re-contouring and re-vegetation of disturbed surface areas will be completed pursuant to the applicable permits.  The cost of remediation work varies according to the degree of physical disturbance.  It is difficult to estimate the cost of compliance with environmental laws since the full nature and extent of our proposed activities cannot be determined at present.





Environmental Regulation





As noted above, mining activities at and on our properties are subject to various environmental laws, both federal and state, including but not limited to the federal National Environmental Policy Act, CERCLA (as defined below), the Resource Recovery and Conservation Act, the Clean Water Act, the Clean Air Act and the Endangered Species Act, and certain state laws governing the discharge of pollutants and the use and discharge of water.  Various permits from federal and state agencies are required under many of these laws.  Local laws and ordinances may also apply to such activities as construction of facilities, land use, waste disposal, road use and noise levels.





These laws and regulations are continually changing and, as a general matter, are becoming more restrictive.  Our policy is to conduct our business in a manner that safeguards public health and mitigates the environmental effects of our business activities.  To comply with these laws and regulations, we have made, and in the future may be required to make, capital and operating expenditures.





The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (“CERCLA”), imposes strict, joint, and several liability on parties associated with releases or threats of releases of hazardous substances.  Liable parties include, among others, the current owners and operators of facilities at which hazardous substances were disposed or released into the environment and past owners and operators of properties who owned such properties at the time of such disposal or release.  This liability could include response costs for removing or remediating the release and damages to natural resources.  The properties in which we have certain interests, because of past mining activities, could give rise to potential liability under CERCLA.


5




Under the Resource Conservation and Recovery Act(“RCRA”) and related state laws, mining companies may incur costs for generating, transporting, treating, storing, or disposing of hazardous or solid wastes associated with certain mining-related activities.  RCRA costs may also include corrective action or clean up costs.  The majority of the waste which is produced by such operations is “extraction” waste that Environmental Protection Agency (“EPA”) has determined not to regulate under RCRA’s “hazardous waste” program.  Instead, the EPA is creating a solid waste regulatory program specific to mining operations under the RCRA.  Of particular concern to the mining industry is a proposal by the EPA entitled “Recommendation for a Regulatory Program for Mining Waste and Materials Under Subtitle D of the Resource Conservation and Recovery Act” (“Strawman II”) which, if implemented, would create a system of comprehensive Federal regulation of the entire mine site.  Many of these requirements would be duplicates of existing state regulations.  Strawman II as currently proposed would regulate not only mine and mill wastes but also numerous production facilities and processes which could limit internal flexibility in operating a mine.  To implement Strawman II the EPA must seek additional statutory authority, which is expected to be requested in connection with Congress’ reauthorization of RCRA.





Mining operations may produce air emissions, including fugitive dust and other air pollutants, from stationary equipment, such as crushers and storage facilities, and from mobile sources such as trucks and heavy construction equipment.  All of these sources are subject to review, monitoring, permitting, and/or control requirements under the federal Clean Air Actand related state air quality laws.  Air quality permitting rules may impose limitations on our production levels or create additional capital expenditures in order to comply with the permitting conditions.





Under the federal Clean Water Act, point-source discharges are regulated by the National Pollution Discharge Elimination System program.  Stormwater discharges also are regulated and permitted under that statute.  Section 404 of the Clean Water Actregulates the discharge of dredge and fill material into waters of the United States, including wetlands.  All of those programs may impose permitting and other requirements on our operations.





The National Environmental Policy Act(“NEPA”) requires an assessment of the environmental impacts of major federal actions.  The federal action requirement must be satisfied if the project involves federal land or if the federal government provides financing or permitting approvals.  NEPA does not establish any substantive standards, but requires the analysis of any potential impacts.  The scope of the assessment process depends on the size of the project.  An Environmental Assessment (“EA”) may be adequate for smaller projects.  An Environmental Impact Statement, which is much more detailed and broader in scope than an EA, is required for larger projects.  NEPA compliance requirements for any of our proposed projects could result in additional costs or delays.





The Endangered Species Act(“ESA”) is administered by the U.S. Fish and Wildlife Service of the U.S. Department of Interior.  The purpose of the ESA is to conserve and recover listed endangered and threatened species and their habitat.  Under the ESA, endangered means that a species is in danger of extinction throughout all or a significant portion of its range.  The term threatened under such statute means that a species is likely to become endangered within the foreseeable future.  Under the ESA, it is unlawful to take a listed species, which can include harassing or harming members of such species or significantly modifying their habitat.  Future identification of endangered species or habitat in our project areas may delay or adversely affect our operations.





U.S. federal and state reclamation requirements often mandate concurrent reclamation and require permitting in addition to the posting of reclamation bonds, letters of credit or other financial assurance sufficient to guarantee the cost of reclamation.  If reclamation obligations are not met, the designated agency could draw on these bonds or letters of credit to fund expenditures for reclamation requirements.  Reclamation requirements generally include stabilizing, contouring and re-vegetating disturbed lands, controlling drainage from portals and waste rock dumps, removing roads and structures, neutralizing or removing process solutions, monitoring groundwater at the mining site, and maintaining visual aesthetics.





Capital Equipment and Expenditures





During the year ended August 31, 2011, our efforts were primarily focused on exploring potential mining opportunities; therefore, no material capital equipment was acquired by us.





Employees





We currently use the services of subcontractors for manual labor exploration work on our claims.  At present, we have no employees as such although each of our officers and directors devotes a portion of his time to the affairs of the Company.  None of our officers and directors has an employment agreement with us.  We presently do not have pension, health, annuity, insurance, profit sharing or similar benefit plans; however, we may adopt such plans in the future.  There are presently no personal benefits available to any employee.


6




Investment Policies





We do not have an investment policy at this time.  Any excess funds the Company has on hand will be deposited in interest bearing notes such as term deposits or short term money instruments. There are no restrictions on what the directors are able to invest or additional funds held by our Company.   Presently we do not have any excess funds to invest.





Corporate Information





Our principal executive office is located at: 123 West Nye Ln., Ste. 129, Carson City, Nevada, 89706.  Our telephone number is 888-356-4942.  Our website address is www.ironwoodgold.com.  The information on our website is not a part of this Annual Report on Form 10-K.





ITEM 1A.
RISK FACTORS.





You should carefully consider the risks described below together with all of the other information included in our public filings before making an investment decision with regard to our securities.  The statements contained in or incorporated into this document that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements.  If any of the following events described in these risk factors actually occurs, our business, financial condition or results of operations could be harmed.  In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.





Risks Related to our Business





Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.





Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises.  The likelihood of success must be considered in light of the problems, expenses, difficulties, complications, and delays encountered in connection with the exploration of the mineral properties that we plan to undertake.  These potential problems include, but are not limited to, unanticipated problems relating to exploration, environmental permitting difficulties and delays, and additional costs and expenses that may exceed current estimates.  The expenditures to be made by us in the exploration of the mineral claim may not result in the discovery of mineable mineral deposits.  Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts.  If the results of our exploration do not reveal viable commercial mineralization, we may decide to abandon our claims.  If this happens, our business will likely fail.





Because of the speculative nature of exploration of mineral properties, we may never discover a commercially exploitable quantity of minerals, our business may fail and investors may lose their entire investment.





We have been conducting and plan to conduct mineral exploration on our mineral properties.  The search for valuable minerals as a business is extremely risky.  We can provide investors with no assurance that additional exploration on our properties will establish that commercially exploitable reserves of minerals exist on our property.  Additional potential problems that may prevent us from discovering any reserves of minerals on our property include, but are not limited to, unanticipated problems relating to exploration, environmental permitting difficulties and delays, and additional costs and expenses that may exceed current estimates.  If we are unable to establish the presence of commercially exploitable reserves of minerals on our properties our ability to fund future exploration activities will be impeded, we will not be able to operate profitably and investors may lose all of their investment in our company.





The nature of mineral exploration and production activities involves a high degree ofrisk and the possibility of uninsured losses that could materially and adverselyaffect our operations.





Exploration for minerals is highly speculative and involves greater risk than many other businesses.  Many exploration programs do not result in the discovery of mineralization and any mineralization discovered may not be of sufficient quantity or quality to be profitably mined.  Few properties that are explored are ultimately advanced to the stage of producing mines.  Our current exploration efforts are, and any future development or mining operations we may elect to conduct will be, subject to all of the operating hazards and risks normally incident to exploring for and developing mineral properties, such as, but not limited to:





·
economically insufficient mineralized material;





·
fluctuations in production costs that may make mining uneconomical;





·
labor disputes;


7





·
unanticipated variations in grade and other geologic problems;





·
environmental hazards;





·
water conditions;





·
difficult surface or underground conditions;





·
industrial accidents;





·
metallurgical and other processing problems;





·
mechanical and equipment performance problems;





·
failure of pit walls or dams;





·
unusual or unexpected rock formations;





·
personal injury, fire, flooding, cave-ins, and landslides; and





·
decrease in reserves due to a lower gold price.





Any of these risks can materially and adversely affect, among other things, the development of properties, production quantities and rates, costs and expenditures, and production commencement dates.  We currently have no insurance to guard against any of these risks.  If we determine that capitalized costs associated with any of our mineral interests are not likely to be recovered, we would incur a write-down of our investment in these interests.  All of these factors may result in losses in relation to amounts spent which are not recoverable.





The potential profitability of mineral ventures depends in part upon factors beyond the control of our company and even if we discover and exploit mineral deposits, we may never become commercially viable and we may be forced to cease operations.





The commercial feasibility of mineral properties is dependent upon many factors beyond our control, including the existence and size of mineral deposits in the properties we explore, the proximity and capacity of processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production, and environmental regulation.  These factors cannot be accurately predicted and any one or a combination of these factors may result in our company not receiving an adequate return on invested capital.  These factors may have material and negative effects on our financial performance and our ability to continue operations.





Mineralized material is based on interpretation and assumptions and may yield less mineral production under actual conditions than is currently estimated.





Unless otherwise indicated, mineralized material presented in our filings with securities regulatory authorities, including the SEC, press releases, and other public statements that may be made from time to time are based upon estimates made by our consultants.  When making determinations about whether to advance any of our projects to development, we must rely upon such estimated calculations as to the mineralized material on our properties.  Until mineralized material is actually mined and processed, it must be considered an estimate only.  These estimates are imprecise and depend on geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable.  We cannot assure you that these mineralized material estimates will be accurate or that this mineralized material can be mined or processed profitably.  Any material changes in estimates of mineralized material will affect the economic viability of placing a property into production and such property’s return on capital.  There can be no assurance that minerals recovered in small scale tests will be recovered at production scale.  The mineralized material estimates have been determined and valued based on assumed future prices, cut-off grades, and operating costs that may prove inaccurate.  Extended declines in market prices for gold and silver may render portions of our mineralized material uneconomic and adversely affect the commercial viability of one or more of our properties and could have a material adverse effect on our results of operations or financial condition.





The construction of mines are subject to all of the risks inherent in construction.





These risks include potential delays, cost overruns, shortages of material or labor, construction defects, and injuries to persons and property.  While we anticipate taking all measures which we deem reasonable and prudent in connection with the construction, there is no assurance that the risks described above will not cause delays or cost overruns in connection with such construction.  Any delay would postpone our anticipated receipt of revenue and adversely affect our operations.  Cost overruns would likely require that we obtain additional capital in order to commence production.  Any of these occurrences may adversely affect our ability to generate revenues and the price of our stock.


8




An adequate supply of water may not be available to undertake mining and production at our property.





The amount of water that we are entitled to use from wells must be determined by the appropriate regulatory authorities.  A determination of these rights is dependent in part on our ability to demonstrate a beneficial use for the amount of water that we intend to use.  Unless we are successful in developing a property to a point where it can commence commercial production of gold or other precious metals, we may not be able to demonstrate such beneficial use.  Accordingly, there is no assurance that we will have access to the amount of water needed to operate a mine at our properties.





Exploration and exploitation activities are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our company.





Exploration and exploitation activities are subject to federal, state, and local laws, regulations, and policies, including laws regulating the removal of natural resources from the ground and the discharge of materials into the environment.  Exploration and exploitation activities are also subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment.





Various permits from government bodies are required for drilling operations to be conducted, and no assurance can be given that such permits will be received.  Environmental and other legal standards imposed by federal, state, or local authorities may be changed and any such changes may prevent us from conducting planned activities or increase our costs of doing so, which would have material adverse effects on our business.  Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us.  Additionally, we may be subject to liability for pollution or other environmental damages which we may not be able to or elect not to insure against due to prohibitive premium costs and other reasons.  Any laws, regulations, or policies of any government body or regulatory agency may be changed, applied, or interpreted in a manner which will alter and negatively affect our ability to carry on our business.





As we face intense competition in the mineral exploration industry, we will have to compete with our competitors for financing and for qualified managerial and technical employees.





Our property rights are in Nevada and our competition there includes large, established mining companies with substantial capabilities and with greater financial and technical resources than we have.  As a result of this competition, we may have to compete for financing and be unable to acquire financing on terms we consider acceptable.  We may also have to compete with the other mining companies in the recruitment and retention of qualified managerial and technical employees.  If we are unable to successfully compete for financing or qualified employees, our exploration programs may be slowed down or suspended, which may cause us to cease operations as a company.





Title to mineral properties can be uncertain and we are at risk of loss of ownershipof one or more of our properties.





Our ability to explore and operate our properties depends on the validity of title to that property.  Unpatented mining claims provide only possessory title and their validity is often subject to contest by third parties or the federal government, which makes the validity of unpatented mining claims uncertain and generally more risky.  These uncertainties relate to such things as the sufficiency of mineral discovery, proper posting and marking of boundaries, assessment work, and possible conflicts with other claims not determinable from descriptions of record.  We have not obtained a title opinion on any of our properties, with the attendant risk that title to some claims, particularly title to undeveloped property, may be defective.  There may be valid challenges to the title to our property which, if successful, could impair development and/or operations.  We remain at risk that the mining claims may be forfeited either to the United States or to rival private claimants due to failure to comply with statutory requirements as to location and maintenance of the claims or challenges to whether a discovery of a valuable mineral exists on every claim.





Government regulation may adversely affect our business and planned operations.





Mineral exploration and development activities are subject to various laws governing prospecting, development, taxes, labor standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people, and other matters.  We cannot assure you that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail our exploration or development of our properties.





Legislation has been proposed that could significantly affect the mining industry in the United States of America.





Members of the U.S. Congress have repeatedly introduced bills which would supplant or alter the provisions of the Mining Law of 1872.  If enacted, such legislation could change the cost of holding unpatented mining claims and could significantly impact our ability to develop mineralized material on unpatented mining claims.


9





A significant portion of the present Falcon/Redwood Property projects’ land position is located on unpatented mining claims located on U.S. federal public lands.  The rights to use such claims are granted under the Mining Law of 1872.  Unpatented mining claims are unique property interests in the United States, and are generally considered to be subject to greater title risk than other real property interests because the validity of unpatented mining claims is often uncertain.  This uncertainty arises, in part, out of the complex federal and state laws and regulations under the 1872 Mining Law and the interaction of the 1872 Mining Law and other federal and state laws, such as those enacted for the protection of the environment.





In recent years, the U.S. Congress has considered a number of proposed amendments to the 1872 Mining Law.  If adopted, such legislation could, among other things:





·
impose a royalty on the production of metals or minerals from unpatented mining claims;





·
reduce or prohibit the ability of a mining company to expand its operations; and





·
require a material change in the method of exploiting the reserves located on unpatented mining claims.





All of the foregoing could adversely affect the economic and financial viability of future mining operations at the Cobalt Canyon Project.  Although it is impossible to predict at this point what any legislated royalties might be, enactment could adversely affect the potential for development of such federal unpatented mining claims.





Amendments to current laws, regulations, and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof, could have a material adverse impact on our business and cause increases in exploration expenses, capital expenditures, or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.





Our operating costs could be adversely affected by inflationary pressures especially to labor, equipment, and fuel costs.





The global economy is currently experiencing a period of high commodity prices and as a result the mining industry is attempting to increase production at new and existing projects, while also seeking to discover, explore and develop new projects.  This has caused significant upward price pressures in the costs of mineral exploration companies, especially in the areas of skilled labor and drilling equipment, both of which are in tight supply and whose costs are increasing.  Continued upward price pressures in our exploration costs may have an adverse impact to our business.





We may not have sufficient funding for exploration which may impair our profitability and growth.





The capital required for exploration of mineral properties is substantial.  From time to time, we will need to raise additional cash, or enter into joint venture arrangements, in order to fund the exploration activities required to determine whether mineral deposits on our projects are commercially viable.  New financing or acceptable joint venture partners may or may not be available on a basis that is acceptable to us.  Inability to obtain new financing or joint venture partners on acceptable terms may prohibit us from continued exploration of such mineral properties.  Without successful sale or future development of our mineral properties through joint venture, we will not be able to realize any profit from our interests in such properties, which could have a material adverse effect on our financial position and results of operations.





We have no reported mineral reserves and if we are unsuccessful in identifying mineral reserves in the future, we may not be able to realize any profit from our property interests.





We are an exploration stage company and have no reported mineral reserves.  Any mineral reserves will only come from extensive additional exploration, engineering, and evaluation of existing or future mineral properties.  The lack of reserves on our mineral properties could prohibit us from sale or joint venture of our mineral properties.  If we are unable to sell or joint venture for development our mineral properties, we will not be able to realize any profit from our interests in such mineral properties, which could materially adversely affect our financial position or results of operations.  Additionally, if we or partners to whom we may joint venture our mineral properties are unable to develop reserves on our mineral properties we may be unable to realize any profit from our interests in such properties, which could have a material adverse effect on our financial position or results of operations.





Severe weather or violent storms could materially affect our operations due to damage or delays caused by such weather.





Our exploration activities are subject to normal seasonal weather conditions that often hamper and may temporarily prevent exploration activities.  There is a risk that unexpectedly harsh weather or violent storms could affect areas where we conduct exploration activities.  Delays or damage caused by severe weather could materially affect our operations or our financial position.


10





Our business is extremely dependent on gold, commodity prices, and currency exchange rates over which we have no control.





Our operations will be significantly affected by changes in the market price of gold and other commodities since the evaluation of whether a mineral deposit is commercially viable is heavily dependent upon the market price of gold and other commodities.  The price of commodities also affects the value of exploration projects we own or may wish to acquire.  These prices of commodities fluctuate on a daily basis and are affected by numerous factors beyond our control.  The supply and demand for gold and other commodities, the level of interest rates, the rate of inflation, investment decisions by large holders of these commodities, including governmental reserves, and stability of exchange rates can all cause significant fluctuations in prices.  Such external economic factors are in turn influenced by changes in international investment patterns and monetary systems and political developments.  The prices of commodities have fluctuated widely and future serious price declines could have a material adverse effect on our financial position or results of operations.





Fluctuating gold prices could negatively impact our business plan.





The potential for profitability of our gold mining operations and the value of our mining properties are directly related to the market price of gold.  The price of gold may also have a significant influence on the market price of our shares.  If we obtain positive drill results and progress one of our properties to a point where a commercial production decision can be made, our decision to put a mine into production and to commit the funds necessary for that purpose must be made long before any revenue from production would be received.  A decrease in the price of gold at any time during future exploration and development may prevent our property from being economically mined or result in the write-off of assets whose value is impaired as a result of lower gold prices.  The price of gold is affected by numerous factors beyond our control, including inflation, fluctuation of the United States dollar and foreign currencies, global and regional demand, the purchase or sale of gold by central banks, and the political and economic conditions of major gold producing countries throughout the world.  The volatility of mineral prices represents a substantial risk which no amount of planning or technical expertise can fully eliminate.  In the event gold prices decline and remain low for prolonged periods of time, we might be unable to develop our properties or produce any revenue.





The volatility in gold prices is illustrated by the following table, which sets forth, for the periods indicated (calendar year), the high and low prices in U.S. dollars per ounce of gold, based on the daily London P.M. fix.





Gold Price per Ounce ($)





Year

High


Low1999

$
326


$
2532000


312



2632001


293



2562002


349



2782003


416



3202004


454



3752005


537



4112006


725



5252007


691



6082008


1,011



7132009


1,213



8102010


1,421



1,0582011


1,895



1,319





Estimates of mineralized materials are subject to geologic uncertainty and inherent sample variability.





Although the estimated resources at our existing properties will be delineated with appropriately spaced drilling, there is inherent variability between duplicate samples taken adjacent to each other and between sampling points that cannot be reasonably eliminated.  There also may be unknown geologic details that have not been identified or correctly appreciated at the proposed level of delineation.  This results in uncertainties that cannot be reasonably eliminated from the estimation process.  Some of the resulting variances can have a positive effect and others can have a negative effect on mining and processing operations.  Acceptance of these uncertainties is part of any mining operation.





Our business is dependent on key executives and the loss of any of our key executives could adversely affect our business, future operations and financial condition.





We are dependent on the services of our sole executive officer, Behzad Shayanfar.  The foregoing officer has many years of experience and an extensive background in the mining industry in general.  We may not be able to replace that experience and knowledge with other individuals.  We do not have “Key-Man” life insurance policies on Mr. Shayanfar.  The loss of Mr. Shayanfar or our inability to attract and retain additional highly skilled employees may adversely affect our business, future operations, and financial condition.


11





Risks Associated with our Company





We have incurred losses in prior periods and may incur losses in the future.





We cannot be assured that we can achieve or sustain profitability on a quarterly or annual basis in the future.  Our operations are subject to the risks and competition inherent in the establishment of a business enterprise.  There can be no assurance that future operations will be profitable.  We may not achieve our business objectives and the failure to achieve such goals would have an adverse impact on us.





Our future is dependent upon our ability to obtain financing.  If we do not obtain such financing, we may have to cease our exploration activities and investors could lose their entire investment.





There is no assurance that we will operate profitably or generate positive cash flow in the future.  We will require additional financing in order to proceed beyond the first few months of our exploration program.  We will also require additional financing for the fees we must pay to maintain our status in relation to the rights to our properties and to pay the fees and expenses necessary to become and operate as a public company.  We will also need more funds if the costs of the exploration of our existing projects are greater than we have anticipated.  We will also require additional financing to sustain our business operations if we are not successful in earning revenues.  We may not be able to obtain financing on commercially reasonable terms or terms that are acceptable to us when it is required.  Our future is dependent upon our ability to obtain financing.  If we do not obtain such financing, our business could fail and investors could lose their entire investment.





Because we may never earn revenues from our operations, our business may fail and then investors may lose all of their investment in our company.





We have no history of revenues from operations.  We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably.  Our company has a limited operating history and is in the exploration stage.  The success of our company is significantly dependent on the uncertain events of the discovery and exploitation of mineral reserves on our properties or selling the rights to exploit those mineral reserves.  If our business plan is not successful and we are not able to operate profitably, then our stock may become worthless and investors may lose all of their investment in our company.





Prior to completion of the exploration and pre-feasibility and feasibility stages, we anticipate that we will incur increased operating expenses without realizing any revenues.  We therefore expect to incur significant losses into the foreseeable future.  We recognize that if we are unable to generate significant revenues from the exploration of our mineral claims in the future, we will not be able to earn profits or continue operations.  There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide no assurance that we will generate any revenues or ever achieve profitability.  If we are unsuccessful in addressing these risks, our business will fail and investors may lose all of their investment in our company.





We are subject to new corporate governance and internal control reporting requirements, and our costs related to compliance with, or our failure to comply with existing and future requirements, could adversely affect our business.





We may face new corporate governance requirements under the Sarbanes-Oxley Act of 2002, as well as new rules and regulations subsequently adopted by the SEC and the Public Company Accounting Oversight Board.  These laws, rules, and regulations continue to evolve and may become increasingly stringent in the future.  In particular, under rules proposed by the SEC on August 6, 2006, we are required to include management’s report on internal controls as part of our annual report pursuant to Section 404 of the Sarbanes-Oxley Act.  We strive to continuously evaluate and improve our control structure to help ensure that we comply with Section 404 of the Sarbanes-Oxley Act.  The financial cost of compliance with these laws, rules, and regulations is expected to remain substantial.  We cannot assure you that we will be able to fully comply with these laws, rules, and regulations that address corporate governance, internal control reporting, and similar matters.  Failure to comply with these laws, rules and regulations could materially adversely affect our reputation, financial condition, and the value of our securities.


12




Risks Related to an Investment in Our Securities





Our stock is categorized as a penny stock.  Trading of our stock may be restricted by the SEC’s penny stock regulations which may limit a shareholder’s ability to buy and sell our stock.





Our stock is categorized as a penny stock.  The SEC has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than US$ 5.00 per share or an exercise price of less than US$ 5.00 per share, subject to certain exceptions.  Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account.  The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.  In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules.  Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities.  We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.





FINRA sales practice requirements may also limit a shareholder’s ability to buy and sell our stock.





In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.  Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information.  Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers.  The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.





To date, we have not paid any cash dividends and no cash dividends will be paid in the foreseeable future.





We do not anticipate paying cash dividends on our common stock in the foreseeable future and we may not have sufficient funds legally available to pay dividends.  Even if the funds are legally available for distribution, we may nevertheless decide not to pay any dividends.  We presently intend to retain all earnings for our operations.





A limited public trading market exists for our common stock, which makes it more difficult for our stockholders to sell their common stock in the public markets.





Our common shares are currently traded under the symbol “IROG.OB,” but currently with low or no volume, based on quotations on the “Over-the-Counter Bulletin Board,” meaning that the number of persons interested in purchasing our common shares at or near bid prices at any given time may be relatively small or non-existent.  This situation is attributable to a number of factors, including the fact that we are a small company which is still relatively unknown to stock analysts, stock brokers, institutional investors, and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more viable.  Additionally, many brokerage firms may not be willing to effect transactions in the securities.  As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price.  We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that trading levels will be sustained.





Shareholders should be aware that, according to SEC Release No. 34-29093, the market for “penny stocks” has suffered in recent years from patterns of fraud and abuse.  Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses.  Our management is aware of the abuses that have occurred historically in the penny stock market.  Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.  The occurrence of these patterns or practices could increase the future volatility of our share price.





The elimination of monetary liability against our directors, officers and employees under Nevada law and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by our company and may discourage lawsuits against our directors, officers and employees.





Our Articles of Incorporation contain a provision permitting us to eliminate the personal liability of our directors to our company and shareholders for damages for breach of fiduciary duty as a director or officer to the extent provided by Nevada law.  The foregoing indemnification obligations could result in the Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup.  These provisions and resultant costs may also discourage our company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors and officers even though such actions, if successful, might otherwise benefit our company and shareholders.


13




ITEM 1B.
UNRESOLVED STAFF COMMENTS.





None.





ITEM 2.
PROPERTIES.





Our principal executive office is located at: 123 West Nye Ln., Ste. 129, Carson City, Nevada, 89706.  See further discussion below for a description of our mineral properties.





Mineral Properties





We currently have rights to one significant property located in Nevada - the Falcon/Redwood Property.Figure 1 displays the mining property discussed in this Annual Report.  See below for further description as well as “Item 1. Business” for details on our acquisition of certain rights and interest in the property.


14










Figure 1.  Map showing the location of the Nevada mining property discussed in this Annual Report.





Falcon/Redwood Property





Location





The Falcon Mine and Redwood Claims properties  (Falcon / Redwood) are located in the northern part of the Carlin Trend and indicates similar geology and deep seated structures found in the mineralized zones within the more southern part of the trend. Specifically, the Falcon / Redwood project area is located in the Tuscarora Mountains of north-central Nevada, in Elko County (see Figure 4.1 below).  The center of the Falcon / Redwood project area is approximately about 12 miles northwest of the old mining town of Tuscarora, which in turn is about 38 miles northwest of the town of Elko.  Elko is the county seat, and lies on Interstate Highway I-80 about halfway between Reno, Nevada and Salt Lake City, Utah. The property consists of 6 patented claims and 60-100 newly staked claims that join the patented claims on which the mine is situated.




15











Figure 4.1


16


Claims





The Falcon / Redwood claims will consist of a minimum of 100 unpatented lode mining claims adjacent to the “Bluto” and “Red Cow” claim area held by Teck Resources Ltd. and are contiguous with the “Falcon” area (named after the adjacent Falcon mine) (see Figure 4.2 below).











Figure 4.2


17




History





The Falcon / Redwood Claims Project area is within a historic mining district, where mineralization was first discovered in the 1870’s. The mining district produced silver (32,000 ounces), gold (55 ounces), mercury (26 flasks) and antimony, mainly from the old Falcon mine, and from the Teapot mercury prospect located between the Dry and Bluto claim groups (see Figure 4.2). The Falcon mine, which exploited a volcanic hosted vein deposit is a significant part of Ironwood’s Falcon / Redwood claim property.





A silver deposit was discovered in 1876 and initially two 300 foot shafts called the Falcon and Scorpion were sunk to access the high grade silver vein. By 1901 over $10 million in gold and silver ore had been produced from the mine. In 1965 the mine owner at the time produced a 30 lb. vein sample that assayed at 1403g/t silver (94.3% recovery) and 0.3 g/t gold. The ore had accessory arsenic and antimony mineralization commonly associated with gold mineralization.





Mineralization





The mineralization of interest on the Falcon / Redwood Claims Property is within or adjacent to known structures that control the alteration haloes in Eocene volcanic rocks and the alteration observed in outcropping Paleozoic rocks (caldera slide blocks, or horsts). Generally, this mineralization is typical high level, volcanic hosted, epithermal systems.





Mineralization and alteration can be divided into the south and north parts of the general area, specifically the Falcon and Red Cow structural zones (or vein systems) respectively (see Figures 7.2 and 7.3 below).





In the Falcon area, mineralization hosted by andesitic flows is strongly controlled by a series of sub parallel north-northwest, mostly steeply west dipping faults. Within the Falcon mine area, these faults are occupied by fine-grained quartz to chalcedony veins, often with banded textures. Rare quartz after bladed calcite occurs locally. The zone of sub-parallel veins locally reaches widths of at least 100 feet and extends northwards from the Falcon mine for 1 mile. Surface samples of vein silicification typically carry 100 to 1000 ppb Au and 1 to 200 ppm Ag.





In the nearby Red Cow area, a series of steeply east to west dipping fault zones strike north-south to northeast for an aggregate strike length of at least 3 miles (see Figure 7.2). These faults, mostly within lithic rhyolite tuffs, contain locally extensive silicified breccias, fine-grained quartz-barite stockworks, and irregular zones of banded quartz to chalcedony veins. These silicified zones vary along strike in width from 3 to greater than 15 feet. Samples indicate that the silicified zones carry minor anomalous gold (50 – 250 ppb) with local samples up to 2.1 ppm Au. Unlike the Falcon area, silver is only weakly anomalous, although As, Hg and Sb are strongly anomalous. Previous shallow drilling has intersected up to 20m averaging 0.5 ppm Au. Most of the anomalous gold is near the bottom of these 500 ft. (150m) holes.





Limited soil and rock sampling has revealed large areas highly anomalous in As, Sb, Hg, Ag, and Au. Wide spread drilling has detected thick intercepts of enriched gold and silver values. Two holes (CC-10 and CC-11) encountered approximately 100 feet of economically significant gold mineralization.


18











Figure 7.2


19





Figure 7.3


20


ITEM 3.
LEGAL PROCEEDINGS.





To the best of management’s knowledge, there are no material legal proceedings pending against the Company.





ITEM 4.
[REMOVED AND RESERVED].





PART II





ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES.





Market for Registrant’s Common Equity





Our common stock is currently listed for trading on the Over-the-Counter Bulletin Board under the Symbol: “IROG.”  The table below lists the high and low closing prices per share of our common stock (pre stock split) since our stock was first traded on October 27, 2009, as quoted on the Over-the-Counter Bulletin Board.





Fiscal 2010

High


LowFirst Quarter

$
.85


$
.81Second Quarter

$
.47


$
.45Third Quarter

$
.60


$
.32Fourth Quarter

$
.33


$
.06





Fiscal 2011

High


LowFirst Quarter

$
.18


$
.06Second Quarter

$
.08


$
.02Third Quarter

$
.03


$
.02Fourth Quarter

$
.03


$
.01





Trading in our common stock has been sporadic and the quotations set forth above are not necessarily indicative of actual market conditions.  All prices reflect inter-dealer prices without retail mark-up, mark-down, or commission and may not necessarily reflect actual transactions.





Holders





At November 21, 2011, there were 6,199,977 shares of common stock (post stock split)  issued and outstanding that were held by approximately 45 shareholders of record.





Dividends





We have not declared any cash dividends in the two most recent fiscal years.  The declaration of future cash dividends, if any, will be at the discretion of the Board of Directors and will depend on our earnings, if any, capital requirements and financial position, general economic conditions and other pertinent conditions.  It is our present intention not to pay any cash dividends in the near future.





Securities authorized for issuance under equity compensation plans





On April 20, 2010, the Board of Directors of the Company approved the 2010 Equity Incentive Plan (the “Plan”), under which employees, directors and consultants of the Company are eligible to receive direct awards of shares or grants of non-qualified stock options, as determined by the administrator of the Plan at the time of grant.  Under the Plan, the maximum number of shares of Company common stock with respect to which awards may be granted under the Plan during a calendar year shall be limited, in the aggregate, to the number of shares of our common stock equal to ten percent of the number of outstanding shares of our common stock.  The following equity compensation table summarizes the foregoing:


21





Plan category

Number of securities to be issued

upon exercise of outstanding

options, warrants and rights

(a)


Weighted-average exercise price

of outstanding options, warrants

and rights

(b)


Number of securities remaining

available for future issuance

under equity compensation

plans (excluding securities

reflected in column (a))(1)

(c)Equity compensation plans approved by security holders


-


$
-



-Equity compensation plans not approved by security holders


312,500



5.76



-Total


312,500


$
5.76



-





(1)
Under the Plan, the maximum number of shares of Company common stock with respect to which awards may be granted under the Plan during a calendar year shall be limited, in the aggregate, to the number of shares of our common stock equal to ten percent of the number of outstanding shares of our common stock.





Recent Sales of Unregistered Shares





The information set forth below describes our issuance of securities without registration under the Securities Act of 1933, as amended, during the year ended August 31, 2011, that were not previously disclosed in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K:





On July 31, 2011, we agreed to issue 1,250,000 shares of Company common stock (post stock split) to Mr. Behzad Shayanfar in consideration for services provided to the Company  (“Shayanfar Shares”).  The Shayanfar Shares were issued in reliance upon Regulation S of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (“Securities Act”).  On August 16, 2011, we agreed to issue 200,000 shares of Company common stock (post stock split) to Kingston Advisors, LLC as consideration for services provided to the Company (the “Kingston Shares”).  The Kingston Shares were issued in reliance upon Regulation S of the Securities Act.




On August 24, 2011, we agreed to issue 150,000 shares of Company common stock (post stock split) to Mine Management, Inc., in consideration for services provided to the Company (“Mine Shares”).  The Mine Shares were issued in reliance upon Section 4(2) and/or Regulation D/Rule 506 of the Securities Act.  On August 5, 2011, we agreed to issue 10,000 shares of Company common stock (post stock split) to Activation Laboratories Ltd. in consideration for services provided to the Company (“ActLabs Shares”).  The ActLabs Shares were issued in reliance upon Regulation S of the Securities Act.





On July 18, 2011, we agreed to issue 5,000 shares of Company common stock (post stock split) to Anton S. Borozdin and on August 31, 2011 we agreed to issue 5,000 shares of Company common stock (post stock split) to Keith P. Brill in connection with their respective service on our Board of Directors, pursuant to Restricted Stock Award Agreements previously filed as exhibits to our Current Reports on Form 8-K filed January 26, 2011 (Borozdin) and August 31, 2011 (Brill).  The shares of Company common stock were issued to Mr. Borozdin in September 2011 in reliance upon Regulation S of the Securities Act.  The shares of Company common stock were issued to Mr. Brill in September 2011 in reliance upon Section 4(2) and/or Regulation D/Rule 506 of the Securities Act.





ITEM 6.
SELECTED FINANCIAL INFORMATION.





This information is not required because we are a smaller reporting company.





ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.





The following discussion should be read in conjunction with our financial statements and notes thereto included elsewhere in this Annual Report.  In addition to historical information, the following discussion contains forward-looking statements that are subject to risks and uncertainties.  Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments.  Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change.  These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf.  We disclaim any obligation to update forward-looking statements.


22


OVERVIEW





Background





Ironwood Gold Corp., formerly known as Suraj Ventures, Inc., was incorporated on January 18, 2007 under the laws of the State of Nevada for the purpose of acquiring, exploring and developing mineral properties.  On October 27, 2009, we changed our name to Ironwood Gold Corp.





We specialize in acquiring and consolidating mineral properties with potential production and future growth through exploration discoveries.  Acquisition emphasis is focused on properties containing gold, silver, and other strategic minerals that present low political and financial risk and exceptional upside potential.  The Company has targeted several prospective locations in Nevada, where approximately 80% of all gold in America is produced today.





As noted above, on January 25, 2011, we entered into the Lease with Falcon for the development of a gold-silver mining project known as the Falcon Property located in the northern end of the Carlin Trend gold belt in Nevada.  The Lease includes an earn-in joint venture agreement option, to be negotiated by the parties, for further development of the Falcon Property.  Such joint venture option is exercisable anytime on or before November 30, 2012, unless such option period is extended pursuant to the terms and conditions of the Lease.  The Falcon Property consists of six patented claims and between 60-100 newly staked claims that join the patented claims on which the mine is situated.  In accordance with the Lease, we are obligated to make certain expenditures on the Falcon Property, including drilling a minimum of four (4) drill holes for the purpose of obtaining soil samples and conducting field survey work on the Falcon Property. In September 2011, we announced that Snowden Mining Industry Consultants Inc. has commenced the 2011 field exploration program on the Falcon Property.  Results of this initial program are expected by December 2011 and are focused on locating prime drill sites for subsequent testing for a potential Carlin-type gold horizon.





We expect to continue to incur operating losses in the near future as we initiate mining exploration operations at our property through the remainder of 2011 and in 2012.  We have funded our operations primarily through sales of our common stock and debt offerings, including most recently the issuance of a $550,000 secured convertible promissory note to Alpha Capital Anstalt. We  intend to explore for undiscovered deposits on these properties and to acquire and explore new properties, all with the view to enhancing the value of such properties.





Critical Accounting Policies





The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make a wide variety of estimates and assumptions that affect: (1) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and (2) the reported amounts of revenues and expenses during the reporting periods covered by the financial statements.  Our management routinely makes judgments and estimates about the effect of matters that are inherently uncertain.  As the number of variables and assumptions affecting the future resolution of the uncertainties increases, these judgments become even more subjective and complex.  We have identified certain accounting policies that are most important to the portrayal of our current financial condition and results of operations.  Our significant accounting policies are disclosed in Note 2 of the Notes to the Financial Statements, and several of these critical accounting policies are as follows:





Basis of presentation. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America applicable to exploration stage enterprises (“GAAP”).





Cash and cash equivalents.Cash and cash equivalents include highly liquid investments with original maturities of three months or less.





Financial instruments.  Our financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses and amounts due to related parties. Unless otherwise noted, it is management’s opinion that the we are not exposed to significant interest or credit risks rising from these financial instruments.  The fair values of our financial instruments approximate their carrying values, unless otherwise noted.




Mineral property costs. We have been in the exploration and development stage since our formation on January 18, 2007 and we have not yet realized any revenues from planned operations.  We are primarily engaged in the acquisition and exploration of mining properties.




Mineral property acquisition costs are initially capitalized as tangible assets when purchased.  If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the probable reserve.   Mineral property exploration costs are expensed as incurred.




Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis.  Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards.   Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.


23




As of August 31, 2011, we have not established any proven or probable reserves on our mineral properties and incurred only acquisition and exploration costs.




Although we have taken steps to verify title to mineral properties in which we have an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the our title.   Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.




Reclamation costs. Our policy for recording reclamation costs is to record a liability for the estimated costs to reclaim mined land by recording charges to production costs for each tonne of ore mined over the life of the mine.  The amount charged is based on management’s estimation of reclamation costs to be incurred.  The accrued liability is reduced as reclamation expenditures are made.  Certain reclamation work is performed concurrently with mining and these expenditures are charged to operations at that time.  To date, we have not incurred any reclamation costs.




Long-lived assets.The carrying value of long-lived assets, including mineral property costs, is reviewed on a regular basis for the existence of facts or circumstance that may suggest impairment.  We recognize an impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset.  Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.




Derivative financial instruments.The Company has not, as of August 31, 2011, entered into derivative instruments.




Income taxes.Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes.  Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  We provide for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.




Basic and diluted net loss per share.We present both basic and diluted earnings per share (“EPS”) on the face of the income statement.  Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.  Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method.  In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.  Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.




Foreign currency translation.Our functional and reporting currency is in U.S. dollars.  Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date.  Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.  We have not, as of August 31, 2011, entered into derivative instruments to offset the impact of foreign currency fluctuations.




Use of estimates.The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the reporting period.  Actual results could differ from these estimates.





Recent Accounting Pronouncements





The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.





Results of Operations





The discussion and financial statements contained herein are for our fiscal year ended August 31, 2011 and August 31, 2010.  The following discussion regarding our financial statements should be read in conjunction with our financial statements included herewith.





Comparison of the Fiscal Year Ended August 31, 2011 and August 31, 2010





During the fiscal years ended August 31, 2011 and 2010, we earned no revenues from operations.





For the fiscal year ended August 31, 2011, we incurred a net loss of $2,258,691, an increase of $1,427,293 as compared to a net loss of $831,398 for the fiscal year ended August 31, 2010.  The increase in net loss for the period ended August 31, 2011 is primarily attributed to increases in accounting and audit expenses, consulting expenses, exploration expenses, legal expenses, and travel expenses.  This period also included a $1,250,360 impairment loss on mineral property.


24


Period from inception, January 18, 2007 to August 31, 2011





Since inception, we have an accumulated deficit during the exploration stage of $3,199,898.   We expect to continue to incur losses as a result of expenditures for general and administrative activities while we remain in the exploration stage.





Liquidity and Capital Resources





As of August 31, 2011, we had $231,877 in cash and cash equivalents and a working capital deficiency of $71,773, including $Nil payable for mineral properties.  During the fiscal year ended August 31, 2011, our primary sources of cash were from issuance of shares of our common stock for both cash and debt.  This period also included the issuance of long term secured promissory note.





Specifically, on August 16, 2011, we received proceeds of $550,000 (before fees and expenses) pursuant to a Subscription Agreement with Alpha Capital Anstalt, in connection with the private offering and issuance of (i) a secured convertible promissory note (the “Note”), such Note convertible, at the option of Alpha Capital Anstalt, into shares of our common stock, at a conversion price of $0.40 per share (post stock split); (ii) a Warrant to purchase up to 1,375,000 (post stock split) shares of common stock at an exercise price of $0.60 per share (post stock split), such Warrant expiring five (5) years from the date of issuance, and (iii) 220,000 shares of common stock (post stock split).  The Note carries an interest rate of 10% per annum (increases to 16% in the event of default), is payable quarterly, and matures fifteen (15) months from the date of issuance.





For fiscal year ended August 31, 2011, we used net cash of $823,406 in operations and used net cash of $90,785 in investing activities.  Net cash from operating activities reflected an increase in accounts payable and accrued expenses of $280,032 and an increase in amounts due to related parties of $Nil, respectively.  Net cash used in investing activities reflected the acquisition of a mineral property interest.





For the fiscal year ended August 31, 2011, we had $945,000 in net cash flow provided by financing activities, including $440,000 from the issuance of common shares for cash.





Our current cash requirements are significant due to planned exploration and development of current projects, and we anticipate generating losses.  In order to execute on our business strategy, including the exploration and development of our current mining properties, we will require additional working capital, commensurate with the operational needs of our planned drilling projects and obligations.  Accordingly, we expect to continue to use debt and equity financing to fund operations for the next twelve months, as we look to expand our asset base and fund exploration and development of our properties. Such working capital will most likely be obtained through equity or debt financings until such time as we reach the production stage.  There are no assurances that we will be able to raise the required working capital on terms favorable, or that such working capital will be available on any terms when needed.  Any failure to secure additional financing may force us to cease our operations.





Off-Balance Sheet Arrangements





There are no off-balance sheet arrangements.





Capital Expenditures





We made capital expenditure investments totalling $90,785 to acquire mineral properties during the fiscal year ending August 31, 2011.





Contractual Obligations





The following table outlines payments due under our significant contractual obligations over the periods shown, exclusive of interest:





Payments due by PeriodContractual Obligations

Less than


One to


Three to


More ThanAt August 31, 2011

One Year


Three Years


Five Years


Five Years


TotalOperating Lease Obligations

$
-


$
-


$
-


$
-


$
-Long-Term Debt Obligations(1)

$
-


$
$550,000


$
-


$
-


$
$550,000Capital Lease Obligations

$
-


$
-


$
-


$
-


$
-Purchase Obligations

$
-


$
-


$
-


$
-


$
-Other Long-Term Liabilities

$
-


$
-


$
-


$
-


$
-


25


(1) On August 16, 2011, we issued a $550,000 secured convertible promissory note (the “Note”) to Alpha Capital Anstalt (the “Investor”), such Note convertible, at the option of the Investor, into shares of our common stock at a conversion price of $0.40 per share (post stock split).  The Note is senior to any and all of our indebtedness and is secured substantially by all of our assets. The Note carries an interest rate of 10% per annum (increases to 16% in the event of default), is payable quarterly, and matures fifteen (15) months from the date of issuance.





The above table outlines our obligations as of August 31, 2011 and does not reflect any changes in our obligations that have occurred after that date.





ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





Not Applicable.





ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.





The financial statements attached to this Form 10-K for the year ended August 31, 2011 have been examined by our independent accountants, Madsen & Associates CPA’s, Inc.





ITEM 9.
CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.





None.





ITEM 9A.
CONTROLS AND PROCEDURES.





Evaluation of Disclosure Controls and Procedures





We carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer who is also our Principal Financial Officer, of the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of August 31, 2011 pursuant to Exchange Act Rule 13a-15.  Based upon that evaluation, our Principal Executive Officer who is also our Principal Financial Officer concluded that our disclosure controls and procedures are not effective as of August 31, 2011 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s (the “SEC”) rules and forms.  This conclusion is based on findings that constituted material weaknesses.  A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our interim financial statements will not be prevented or detected on a timely basis.





Management’s Report on Internal Control Over Financial Reporting





In performing the above-referenced assessment, our management identified the following material weaknesses:





·
Our Audit Committee does not function as an Audit Committee should since there is a lack of independent directors on the Committee and our Board of Directors has not identified an “expert,” one who is knowledgeable about reporting and financial statements requirements, to serve on the Audit Committee.





·
We have limited segregation of duties which is not consistent with good internal control procedures.





·
We do not have a written internal control procedurals manual which outlines the duties and reporting requirements of our officers and directors.  This lack of a written internal control procedurals manual does not meet the requirements of the SEC for good internal controls.





·
There are no effective controls instituted over financial disclosure and the reporting processes.





Our management feels the weaknesses identified above, being the latter three, have not had any material affect on our financial results.  Our management will have to address the lack of independent members on the Audit Committee and identify an “expert” for the Audit Committee to advise other members as to correct accounting and reporting procedures.





We will endeavor to correct the above noted weaknesses in internal control once we have adequate funds to do so.  Appointing independent members and using the services of an expert on the Audit Committee will greatly improve the overall performance of the Audit Committee.  With the addition of other Board Members and staff, the segregation of duties issue will be addressed and will no longer be a concern to management.  Having a written policy manual outlining the duties of each of our officers and staff will facilitate better internal control procedures.


26


Our present management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.





Changes in Internal Controls Over Financial Reporting





There were no changes in our internal controls over financial reporting that occurred during the three months ended August 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.  We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.





ITEM 9B.
OTHER INFORMATION.





Recent Sales of Unregistered Securities - Subsequent to August 31, 2011





On August 24, 2011, we agreed to issue 150,0000 shares of Company common stock (post stock split) to Mine Management, Inc., in consideration for services provided to the Company (“Mine Shares”).  The Mine Shares were issued in September 2011 in reliance upon Section 4(2) and/or Regulation D/Rule 506 of the Securities Act.  On August 5, 2011, we agreed to issue 10,000 shares of Company common stock in September 2011 (post stock split) to Activation Laboratories Ltd. in consideration for services provided to the Company (“ActLabs Shares”).  The ActLabs Shares were issued in reliance upon Regulation S of the Securities Act.





On July 31, 2011, we agreed to issue 5,000 shares of Company common stock (post stock split) to Anton S. Borozdin and on Augsut 31, 2011 we agreed to issue 5,000 shares of Company common stock (post stock split) to Keith P. Brill in connection with their respective service on our Board of Directors, pursuant to Restricted Stock Award Agreements previously filed as exhibits to our Current Reports on Form 8-K filed January 26, 2011 (Borozdin) and August 31, 2011 (Brill).  The shares of Company common stock were issued to Mr. Borozdin in September 2011 in reliance upon Regulation S of the Securities Act.  The shares of Company common stock were issued to Mr. Brill in September 2011 in reliance upon Section 4(2) and/or Regulation D/Rule 506 of the Securities Act.


27


PART 111





ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.





The following table sets forth as of November 21, 2011, the names and ages of our current directors, executive officers, significant employees, the principal offices and positions with us held by each person and the date such person became our director.





Name

Age

Position Held

Term as Director

SinceBehzad Shayanfar

33

Chief Executive Officer, Interim Chief Financial Officer, Secretary, Director

2009Anton S. Borozdin

29

Director

2011Keith P. Brill

33

Director

2011





The Board of Directors is comprised of only one class.  All of the directors serve for a term of one year and until their successors are elected at the Company’s Annual Shareholders’ Meeting and are qualified, subject to removal by the Company’s shareholders.   Each executive officer serves, at the pleasure of the Board of Directors, for a term of one year and until his successor is elected at a meeting of the Board of Directors and is qualified.





Our Board of Directors believes that all members of the Board and all executive officers encompass a range of talent, skill, and experience sufficient to provide sound and prudent guidance with respect to our operations and interests.  The information below with respect to our directors and executive officers includes each individual’s experience, qualifications, attributes, and skills that led our Board of Directors to the conclusion that he or she should serve as a director and/or executive officer.





Behzad Shayanfar, Director, Chief Executive Officer, Interim Chief Financial Officer, Secretary





Since October 2009, Mr. Shayanfar has served as a Director and Chief Executive Officer of the Company, and as Interim Chief Financial Officer and Secretary since December 2010.  Since 2008, Mr. Shayanfar has served as Chief Financial Officer for Ironwood Mining Corp. where he is responsible for all financial and fiscal management aspects of the company’s operations.  From 2004 to 2006, Mr. Shayanfar was an accountant for the Athanaeum Hotel where he reported the food and beverage revenue to the general manager and managed accounts.  From 2003 to 2004, Mr. Shayanfar was an accountant for Linaker Ltd.  His duties included producing payable and receivable accounts and managing the day to day banking of the company.  Prior to 2003, Mr. Shayanfar was on the Project Management Team of Seda Va Sima where he was responsible for coordinating different aspects of construction and reported to the chief architect.   Mr. Shayanfar was selected as one of the lead project managers of the state-owned media broadcasting construction site completed in 2000 as part of that position.  Prior to 2000, Mr. Shayanfar was involved in developing oil mine exploration in Iran in the late 1990s and was involved in the financial markets, initially as a commodities futures trader.  Mr. Shayanfar is also a private investor/developer in real estate in different regions including Dubai, India, the United Kingdom and the United States.  Mr. Shayanfar received his second degree in economics from the London School of Economics.  He earned his A-Level degree from Cambridge Tutors College and his first degree in civil engineering from Azad University.  Mr. Shayanfar’s prior business and accounting experience provides our Board with a perspective of someone with knowledge in multiple facets of company operations and strategy.





Anton S. Borozdin, Director





Mr. Borozdin has served as a Director of the Company since January 2011. Mr. Borozdin currently serves as a Vice President of Wealth Management for CBH Compagnie Bancaire Helvétique SA in Geneva, Switzerland, a position he has held since 2009.  He works in conjunction with in-house portfolio managers, Head of Products and Services, traders, analysts, legal, public relations and compliance departments to ensure continuity of service, product delivery and responsiveness to client needs.  His responsibilities include a client portfolio with CHF 350 million under management.  Previously, from 2007 to 2008, he was Client Adviser, Associate Director for UBS AG, Wealth Management in London, where he managed a portfolio of high growth and complex relationships culminating in the creation of a client pipeline with over CHF 200 million invested.  From 2006 to 2007, he was a Relationship Manager with MDM Bank, Private Wealth Management in Moscow.  Mr. Borozdin earned his BA in Financial Economics at London’s Kingston University in 2004 and his MA in International Business and Management at the University of Westminster, Westminster Business School in London in 2006.  Mr. Borozdin’s business experience as an investment adviser, industry acumen and financial network provides considerable practical value to our goals and to the Board.


28


Keith P. Brill, Director





Mr. Brill has served as a Director of the Company since August 2011.  Mr. Brill is currently the owner and managing director of The Brill Group, LLC, a strategy and management consulting firm established in 2011, that provides financial management, analytics and operations advisory services.  He is also currently a member of the Board of Directors of Liberty Star Uranium & Metals Corp. (OTCBB: LBTS), a position he has held since 2009.  From 2009 to 2010, Mr. Brill was the chief financial officer of Amtrust Realty Corp., a commercial real estate firm.  Prior, from 2006 to 2009, Mr. Brill was a financial and IT consultant with PA Consulting Group, Inc., a leading global consulting firm, working in both the Information Technology Practice and Financial Services Practice groups.  Mr. Brill has provided multinational Fortune 500 companies with consulting advice on topics including cost reduction, operational efficiency, and IT strategy. Mr. Brill has extensive experience in conducting ROI analysis, developing business cases, and providing strategic financial advice on major business transformation programs.  Mr. Brill received an International Master of Business Administration (IMBA) from the Moore School of Business, University of South Carolina, in May 2005. He graduated from the South Carolina Honors College, University of South Carolina, in May 2003 with a Bachelor of Science, magna cum laude, major in Economics and Finance, with a minor in Spanish.  Mr. Brill’s business consulting expertise, financial acumen and extensive management experience from a career which includes financial management, analytics and operational advisory services, gives him unique insights into our challenges, opportunities and operations, and as such, provides a beneficial perspective to our Board.





Family Relationships





There are no family relationships between or among any of our directors and executive officers.





Audit Committee





Below is a description of the Audit Committee of the Board of Directors.  The Charter of the Audit Committee of the Board of Directors sets forth the responsibilities of the Audit Committee. The primary function of the Audit Committee is to oversee and monitor the Company’s accounting and reporting processes and the audits of the Company’s financial statements.





Our audit committee is currently comprised of  Mr. Behzad Shayanfar, our Chief Executive Officer, Interim Chief Financial Officer and Secretary.  Mr. Shayanfar can not be considered an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K during the year ended August 31, 2011.  The Company does not presently have, among its officers and directors, a person meeting these qualifications and given our financial conditions, does not anticipate in seeking an audit committee financial expert in the near future.  Since inception on January 18, 2007, our Board and Audit Committee have conducted their business entirely by consent resolutions and have not met, as such.





Other Board Committees





We do not currently have a standing nominating or compensation committee of the Board of Directors, or any committee performing similar functions.  Our Board of Directors performs the functions of nominating and compensation committees.





Code of Ethics





The Company has adopted a Code of Ethics applicable to all Company directors, officers and employees which is available on our website at: http://www.ironwoodgold.com/.





Section 16(a) Beneficial Ownership Reporting Compliance





Section 16(a) of the Securities and Exchange Act of 1934, as amended, requires our officers and directors and persons who own more than 10% of a registered class of securities to file reports of change of ownership with the SEC.  Officers, directors and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file (Forms 3, 4 and 5).  Based solely on our review of the copies of such forms that we received, or written representations from certain reporting persons that no forms were required for those persons, we believe that all reports required by Section 16(a) for transactions in the year ended August 31, 2011, were timely filed.





Nominations to the Board of Directors





There were no material changes to the procedures by which security holders may recommend nominees to our Board of Directors.





Involvement in Certain Legal Proceedings





No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.





ITEM 11.
EXECUTIVE COMPENSATION.





General Philosophy





Our Board of Directors is responsible for establishing and administering the Company’s executive and director compensation.


29


Compensation Summary





The following table sets forth the information, on an accrual basis, with respect to the compensation of our executive officers for the fiscal years ended August 31, 2011 and August 31, 2010.





Summary Compensation Table





Name and Principal Position

Year

Salary

($)


Bonus

($)


Stock

Awards

($)


Option

Awards

($)(2)


Non-Equity

Incentive

Plan

Compensation

($)


Nonqualified

deferred

compensation

earnings

($)


All

Other

Compensation

($)


Total

($)(a)

(b)

(c)


(d)


(e)


(f)


(g)


(h)


(i)


(j)Behzad Shayanfar

2011

$
150,000


$
-


$
250,000


$
-


$
-


$
-


$
-


$
400,000Chief Executive Officer,

2010

$
40,000


$
-


$
-


$
28,806


$
-


$
-


$
-


$
68,806Interim Chief Financial Officer, Secretary(1)Former Executive OfficerRobert J. Reukl

2011

$
-


$
-


$
-


$
-


$
-


$
-


$
-


$
-Former President, Secretary,

2010

$
18,000


$
-


$
-


$
14,403


$
-


$
-


$
-


$
32,403Chief Financial Officer(3)





(1)            On July 31, 2011, the Company issued 1,250,000 shares to Behzad Shayanfar, the Company’s current Chief Executive Officer, Interim Chief Financial Officer and a member of the Company’s Board of Directors, as consideration for services provided to the Company.  The transaction was valued at $250,000 being the trading price of the Company’s shares on July 31, 2011, $0.20 per share (post stock split) multiplied by the number of shares issued 1,250,000.





(2)            The amounts in column (f) reflect the dollar amount recognized for financial statement reporting purposes for the years ended August 31, 2011 and August 31, 2010 in accordance with ASC Topic 718.





(3)            Effective December 20, 2010, Mr. Robert J. Reukl resigned from his positions as President, Chief Financial Officer and Secretary of the Company.





Employment Agreements





None of our executive officers have employment agreements with us.





Outstanding Equity Awards at Fiscal Year End





Name

Number of

securities

underlying

unexercised options

(#) exercisable


Number of

securities

underlying

unexercised

options

(#) unexercisable


Equity

incentive

plan awards:

Number of

securities

underlying

unexercised

unearned

options

(#)


Option

Exercise

Price

($)

Option

Expiration

Date(a)

(b)


(c)


(d)


(e)

(f)Behzad Shayanfar Chief Executive Officer(1)


30,000



70,000



-



0.31

04/20/2020Robert J. Reukl Former President, Secretary, Chief Financial Officer(2)


-



-



-



-

-


30


Columns (g) through (j) have been omitted since the Company has not granted any stock awards.





(1)
On April 20, 2010, Mr. Shayanfar was granted an option to purchase 100,000 shares of the Company’s common stock (post stock split) pursuant to the Company’s 2010 Equity Incentive Plan, with an exercise price of $5.76 per share (post stock split).  The option expires on April 20, 2020, and is subject to a vesting schedule of 20 equal quarterly installments beginning June 30, 2010 and ending March 31, 2015.  As of November 1, 2011, 30,000 option shares had vested.





(2)
On April 20, 2010, Mr. Reukl was granted an option to purchase 50,000 shares of the Company’s common stock (post stock split) pursuant to the Company’s 2010 Equity Incentive Plan, with an exercise price of $5.76 per share (post stock split).  The option expires on April 20, 2020, and is subject to a vesting schedule of 20 equal quarterly installments beginning June 30, 2010 and ending March 31, 2015.  Mr. Reukl did not exercise any options prior to or within 90 days of his resignation and, as such, all options have been forfeited.





Compensation of Directors





We have no standard arrangement to compensate directors for their services in their capacity as directors.  Directors are not paid for meetings attended.   All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.





The following table sets forth compensation paid to our non-executive directors for the fiscal year ended August 31, 2011.





Name

Fees Earned

or Paid

inCash

($)


Stock

Awards

($)(1)


Option

Awards

($)(1)


Non-Equity

Incentive Plan

Compensation

($)


Nonqualified

Deferred

Compensation

Earnings

($)


All

Other

Compensation

($)


Total

($)Dr. Petra I. Zasterova (2)

$
-


$
-


$
-


$
-


$
-


$
-


$
-Dr. Howard Lahti (3)

$
-


$
-


$
-


$
-


$
-


$
-


$
-Rodney A. Blakestad(4)

$
-


$
-


$
-


$
-


$
-


$
-


$
-Anton S. Borozdin(5)

$
-


$
-


$
-


$
-


$
-


$
-


$
-Keith P. Brill(6)

$
-


$
-


$
-


$
-


$
-


$
-


$
-





(1)
The amounts for stock awards and option awards reflect the dollar amount recognized for financial statement reporting purposes for the year ended August 31, 2011 in accordance with ASC Topic 718.





(2)
Effective January 27, 2011, the Company received the resignation of Dr. Petra Zasterova as a member of the Company’s Board of Directors.  On April 20, 2010, Dr. Zasterova was granted an option to purchase 50,000 shares of the Company’s common stock (post stock split) pursuant to the Company’s 2010 Equity Incentive Plan, with an exercise price of $5.76 per share (post stock split).  The option expires on April 20, 2020, and is subject to a vesting schedule of 20 equal quarterly installments beginning June 30, 2010 and ending March 31, 2015.  Dr. Zasterova did not exercise any options prior to or within 90 days of her resignation, and as such, all options have been forfeited.





(3)
Effective August 12, 2011, the Company received the resignation of Dr. Howard Lahti as a member of the Company’s Board of Directors.  On April 20, 2010, Dr. Lahti was granted an option to purchase 50,000 shares of the Company’s common stock (post stock split) pursuant to the Company’s 2010 Equity Incentive Plan, with an exercise price of $5.76 per share (post stock split).  The option expires on April 20, 2020, and is subject to a vesting schedule of 20 equal quarterly installments beginning June 30, 2010 and ending March 31, 2015.  Dr. Lahti did not exercise any options prior to or within 90 days of his resignation and, as such, all options have been forfeited.


31


(4)
Effective December 20, 2010, the Company received the resignation of Mr. Rodney A. Blakestad as a member of the Company’s Board of Directors.  On April 20, 2010, Mr. Blakestad was granted an option to purchase 50,000 shares of the Company’s common stock (post stock split) pursuant to the Company’s 2010 Equity Incentive Plan, with an exercise price of $5.76 per share (post stock split).  The option expires on April 20, 2020, and is subject to a vesting schedule of 20 equal quarterly installments beginning June 30, 2010 and ending March 31, 2015.  Mr. Blakestad did not exercise any options prior to or within 90 days of his resignation and, as such, all options have been forfeited.




(5)
In connection with his appointment to the Company’s Board of Directors, in September 2011, Mr. Borozdin was issued 5,000 shares of Company common stock (post stock split) pursuant to that certain Restricted Stock Award Agreement attached as an exhibit to the Company’s Current Report on Form 8-K filed January 26, 2011.




(6)
In connection with his appointment to the Company’s Board of Directors, in September 2011, Mr. Brill was issued 5,000 shares of Company common stock (post stock split) pursuant to that certain Restricted Stock Award Agreement attached as an exhibit to the Company’s Current Report on Form 8-K filed August 31, 2011.





Stock Option Plans





On April 20, 2010, the Board of Directors of the Company approved the 2010 Equity Incentive Plan (the “Plan”), under which employees, directors and consultants of the Company are eligible to receive direct awards of shares or grants of non-qualified stock options, as determined by the administrator of the Plan at the time of grant.  Under the Plan, the maximum number of shares of Company common stock with respect to which awards may be granted under the Plan during a calendar year shall be limited, in the aggregate, to the number of shares of our common stock equal to ten percent of the number of outstanding shares of our common stock.




Bonuses and Deferred Compensation




None.




Pension Table




None.




Termination of Employment





There are no compensatory plans or arrangements, including payments to be received from Ironwood, with respect to any person named in the Compensation Summary set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’s employment with Ironwood, or any change in control of Ironwood, or a change in the person’s responsibilities following a change in control of Ironwood.





Compensation Committee





The Company does not have a separate Compensation Committee.  Instead, the Company’s Board of Directors reviews and approves executive compensation policies and practices, reviews salaries and bonuses for other officers, administers the Company’s stock option plans and other benefit plans, and considers other matters.





Risk Management Considerations





We believe that our compensation policies and practices for our employees, including our executive officers, do not create risks that are reasonably likely to have a material adverse effect on our Company.


32


ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.




The following table presents certain information regarding the beneficial ownership of all shares of common stock at November 21, 2011 for each executive officer and director of our Company and for each person known to us who owns beneficially more than 5% of the outstanding shares of our common stock.  The percentage ownership shown in such table is based upon the 6,199,977 shares that were issued and outstanding on November 21, 2011, and ownership by these persons of options or warrants exercisable within 60 days of such date.





Name and Address

Common Shares

Owned


Exercisable

Optionsand

Warrants(1)


Total


PercentageBehzad Shayanfar (2)123 West Nye Ln., Ste. 129Carson City, Nevada, 89706


1,067,327



30,000



1,097,327



17.7
%Anton S. Borozdin123 West Nye Ln., Ste. 129Carson City, Nevada, 89706


5,000



-



5,000



*Keith P. Brill123 West Nye Ln., Ste. 129Carson City, Nevada, 89706


5,000



-



5,000



*Callinan Mines Limited (3)Ste 1100-736 Granville St.Vancouver, BC Canada V6Z 1G3


300,000



300,000



600,000



9.7
%Alpha Capital Anstalt (4)Pradafant 7, 9490 FurstentumsVaduz, Lichenstein


470,000



-



470,000



7.58
%Total Officers, Directors & Affiliates


1,847,327



330,000



2,177,327



35.1
%


* Less than 1%





(1)
Represents stock options and stock warrants exercisable at November 21, 2011 or within sixty (60) days of November 21, 2011.





(2)
Mr. Shayanfar holds options for 30,000 common shares (post stock split) presently exercisable at $0.31 or exercisable within 60 days hereof.  Mr. Shayanfar directly owns 1,067,327 shares of common stock (post stock split).  In addition, Mr. Shayanfar is deemed the indirect beneficial owner of 27,928 shares of common stock (post stock split) currently held by his sister, Arezoo Shayanfar, and 5,886 shares of common stock (post stock split)currently held by his brother, Reza Shayanfar.  It is deemed that Mr. Shayanfar holds voting and disposition control over such shares along with a pecuniary interest given the nature of the relationships.





(3)
Mike Muzylowski exercises voting and investment control over the shares of common stock and warrants to purchase common stock held by Callinan Mines Limited.





(4)
Konrad Ackermann exercises voting and investment control over the shares of common stock and warrants to purchase common stock held by Alpha Capital Anstalt.  Alpha Capital Anstalt is the direct owner of 470,000 shares of common stock (post stock split) and a warrant to purchase up to 1,375,000 shares of common stock (post stock split) at an exercise price of $0.60 per share (post stock split) (the “Warrant”).  In accordance with the subscription documents entered into by and between Alpha Capital Anstalt and the Company, Alpha Capital Anstalt is contractually stipulated to a 9.99% ownership restriction.  As such, the shares of common stock issuable upon exercise of the Warrant have been excluded from the beneficial ownership table above.





Securities Authorized for Issuance Under Equity Compensation Plans





Please see Item 5 for this information.




33





Non-Cumulative Voting





The holders of our shares of common stock do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of Directors, can elect all of the Directors to be elected, if they so choose. In such event, the holders of the remaining shares will not be able to elect any of our Directors.





Transfer Agent





The Company has engaged the services of Holladay Stock Transfer, Inc., Suite C, 2939 North 67th Place, Scottsdale, Arizona, 85251 as transfer agent for the Company.





ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.





Related Party Transactions





On August 3, 2011, we issued to Behzad Shayanfar, our Chief Executive Officer, Interim Chief Financial Officer and a member of our Board of Directors, 1,250,000 shares of our common stock (post stock split), par value $0.001, as consideration for services provided to the Company.





In connection with his appointment to our Board of Directors, in September 2011, Mr. Borozdin was issued 5,000 shares of our common stock (post stock split) pursuant to that certain Restricted Stock Award Agreement attached as an exhibit to our Current Report on Form 8-K filed January 26, 2011.





In connection with his appointment to our Board of Directors, in September 2011, Mr. Brill was issued 5,000 shares of Company common stock (post stock split) pursuant to that certain Restricted Stock Award Agreement attached as an exhibit to our Current Report on Form 8-K filed August 31, 2011.





Review, Approval or Ratification of Transactions with Related Persons





Although we have adopted a Code of Ethics, we still rely on our Board to review related party transactions on an ongoing basis to prevent conflicts of interest. Our Board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate family. Transactions are presented to our Board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If our Board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. Our Board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company.





Director Independence





During fiscal year 2011, we had two independent directors on our board that resigned, Dr. Lahti and Dr. Zasterova, and that were replaced by two additional directors, Anton S. Borozdin and Keith P. Brill, both of whom were also independent As such, we currently have two independent director on our Board - Messrs. Borozdin and Brill. We evaluate independence by the standards for director independence established by applicable laws, rules, and listing standards including, without limitation, the standards for independent directors established by The New York Stock Exchange, Inc., The NASDAQ National Market, and the Securities and Exchange Commission.





Subject to some exceptions, these standards generally provide that a director will not be independent if (a) the director is, or in the past three years has been, an employee of ours; (b) a member of the director’s immediate family is, or in the past three years has been, an executive officer of ours; (c) the director or a member of the director’s immediate family has received more than $120,000 per year in direct compensation from us other than for service as a director (or for a family member, as a non-executive employee); (d) the director or a member of the director’s immediate family is, or in the past three years has been, employed in a professional capacity by our independent public accountants, or has worked for such firm in any capacity on our audit; (e) the director or a member of the director’s immediate family is, or in the past three years has been, employed as an executive officer of a company where one of our executive officers serves on the compensation committee; or (f) the director or a member of the director’s immediate family is an executive officer of a company that makes payments to, or receives payments from, us in an amount which, in any twelve-month period during the past three years, exceeds the greater of $1,000,000 or two percent of that other company’s consolidated gross revenues.


34


ITEM 14.                      PRINCIPAL ACCOUNTING FEES AND SERVICES.





The following table shows the fees for the audit and other services provided by Madsen & Associates, CPA’s, Inc. to the Company for the fiscal periods shown.





August 31, 2011


August 31, 2010Audit Fees

$
26,685


$
17,125Audit — Related Fees


-



-Tax Fees


750



750All Other Fees


-



-Total

$
27,435


$
17,875





Audit fees consist of fees billed for professional services rendered for the audit of our financial statements and review of the interim financial statements included in quarterly reports and services that are normally provided by the above auditors in connection with statutory and regulatory fillings or engagements.





The Company’s Board of Directors serves as the Audit Committee and pre-approves all audit and non-audit services to be performed by the independent registered public accounting firm in accordance with the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended. The Board of Directors pre-approved 100% of the audit, audit-related and tax services performed by the independent registered public accounting firm in fiscal 2011. The percentage of hours expended on the principal accountant’s engagement to audit the Company’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%


35


PART IV





ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.




Exhibits.


The following exhibits are included as part of this report by reference:





3.1

Certificate of Incorporation (incorporated by reference to the registrant’s Registration Statement on Form SB-2 filed on October 18, 2007)3.2

Articles of Incorporation (incorporated by reference to the registrant’s Registration Statement on Form SB-2 filed on October 18, 2007)3.3

By-laws (incorporated by reference to the registrant’s Registration Statement on Form SB-2 filed on October 18, 2007)3.4

Amendment to Articles of Incorporation (incorporated by reference to the registrant’s Current Report on Form 8-K filed on October 29, 2009)3.5

Amendment to Articles of Incorporation (incorporated by reference to the registrant’s Current Report on Form 8-K filed on October 28, 2011)10.1

Purchase Agreement with Kingsmere Mining Ltd., dated November 30, 2009 (incorporated by reference to the registrant’s Current Report on Form 8-K filed on December 3, 2009)10.2

Assignment Agreement with Kingsmere Mining Ltd., dated December 1, 2009 (incorporated by reference to the registrant’s Current Report on Form 8-K filed on December 7, 2009)10.3

Assignment Agreement with Kingsmere Mining Ltd., dated December 7, 2009 (incorporated by reference to the registrant’s Current Report on Form 8-K filed on December 16, 2009)10.4

Form of Subscription Agreement (incorporated by reference to the registrant’s Quarterly Report on Form 10-Q filed on January 14, 2010)10.5

Amending Agreement and Direction by and between Ironwood Gold Corp. and Ironwood Mining Corp., dated December 17, 2009 (incorporated by reference to the registrant’s Quarterly Report on Form 10-Q filed on January 14, 2010)10.6

Acquisition Agreement by and between Ironwood Gold Corp., Ironwood Mining Corp. and Kingsmere Mining Ltd., dated October 28, 2009 (incorporated by reference to the registrant’s Current Report on Form 8-K filed November 2, 2009)10.7

Form of Securities Purchase Agreement with Callinan Mines Limited, dated August 27, 2010 (incorporated by reference to the registrant’s Current Report on Form 8-K filed on September 3, 2010)10.8

Ironwood Gold Corp. 2010 Equity Incentive Plan (incorporated by reference to the registrant’s Current Report on Form 8-K filed on May 3, 2010)10.9

Form of Non-Qualified Stock Option Agreement for 2010 Equity Incentive Plan (incorporated by reference to the registrant’s Current Report on Form 8-K filed on May 3, 2010)10.10

Form of Subscription Agreement - August 2011 Convertible Note Offering (incorporated by reference to the registrant’s Current Report on Form 8-K filed on August 18, 2011)10.11

Form of Secured Convertible Note - August 2011 Convertible Note Offering (incorporated by reference to the registrant’s Current Report on Form 8-K filed on August 18, 2011)10.12

Form of Common Stock Purchase Warrant - August 2011 Convertible Note Offering (incorporated by reference to the registrant’s Current Report on Form 8-K filed on August 18, 2011)


36


10.13

Form of Lockup Agreement - August 2011 Convertible Note Offering (incorporated by reference to the registrant’s Current Report on Form 8-K filed on August 18, 2011)10.14

Form of Security Agreement - August 2011 Convertible Note Offering (incorporated by reference to the registrant’s Current Report on Form 8-K filed on August 18, 2011)10.15

Restricted Stock Award Agreement dated January 24, 2011 with Anton S. Borozdin (incorporated by reference to the registrant’s Current Report on Form 8-K filed on January 26, 2011)10.16

Restricted Stock Award Agreement dated August 31, 2011 with Keith P. Brill (incorporated by reference to the registrant’s Current Report on Form 8-K filed on August 31, 2011)10.17

Lease Agreement with The Falcon Group Claims dated January 25, 2011 (incorporated by reference to the registrant’s Current Report on Form 8-K filed on February 3, 2011)31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002*31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002*32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*





* Filed herewith.





Financial Statements.





The following financial statements are included in this report:





Title of Document

PageReport of Madsen & Associates, CPA’s Inc.

F-iBalance Sheet as at August 31, 2011 and 2010

F-1Statements of Operations for the year ended August 31, 2011 and 2010 and for the period from January 18, 2007 (date of inception) to August 31, 2011

F-2Statements of Cash Flows for the year ended August 31, 2011 and 2010 and for the period from January 18, 2007 (date of inception) to August 31, 2011

F-3Statements of Stockholders’ (Deficiency) Equity for the period from January 18, 2007 (date of inception) to August 31, 2011

F-4Notes to the Financial Statements

F-7 to F-21





37


SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.





Ironwood Gold Corp.,a Nevada corporationDate: November 29, 2011
By:
/s/ Behzad ShayanfarBehzad Shayanfar, Chief Executive Officer,

Interim Chief Financial Officer, Secretary(Principal Executive Officer, Principal Financial

Officer and Principal Accounting Officer)





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.





Signature(s)

Title(s)

Date/s/ Behzad Shayanfar

Chief Executive Officer, Interim Chief Financial

Officer, Secretary & DirectorBehzad Shayanfar

(Principal Executive Officer, Principal Financial

Officer and Principal Accounting Officer)

November 29, 2011/s/ Anton S. Borozdin

DirectorAnton S. Borozdin



November 29, 2011/s/ Keith P. BrillKeith P. Brill

Director

November 29, 2011


38





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the Board of Directors and
 Stockholders of Ironwood Gold Corp
 (an Exploration Stage Company)
  We have audited the accompanying balance sheets of Ironwood Gold Corp (an Exploration Stage Company) (the Company) as of August 31, 2011 and 2010, and the related statements of operations, stockholders' (deficiency) equity, and cash flows for each of the years in the two-year period ended August 31, 2011, and for the period January 18, 2007 (date of inception) to August 31, 2011. The Company's management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ironwood Gold Corp (an Exploration Stage Company) as of August 31, 2011 and 2010, and the results of its operations and its cash flows for each of the years in the two-year period ended August 31, 2011, and for the period January 18, 2007 (date of inception) to August 31, 2011, in conformity with accounting principles generally accepted in the United States of America.
  The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company will need additional working capital to service its debt and for its planned activity, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in the notes to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty
  /s/ Madsen & Associates CPA's, Inc.
 Murray, Utah
 November 23, 2011


F-i


Ironwood Gold Corp


(An Exploration Stage Company)


Balance Sheets





As at

31August

2011


As at

31August

2010$


$AssetsCurrentCash and cash equivalents


231,877



201,068Prepaid expenses


25,000



-256,877



201,068Mineral properties


120,000



1,194,575Total Assets


376,877



1,395,643LiabilitiesCurrentAccounts payable and accrued expenses


328,650



144,905Payable for mineral property


-



525,000Advance from shareholder


-



100,000Total current liabilities


328,650



769,905Long TermConvertible promissory note, net of discount of $60,365


489,635



-Total Liabilities


818,285



769,905Stockholders’ (Deficiency) EquityCommon stock (Note 9)Authorized500,000,000 common shares, par value $0.001Issued and outstanding31 August 2011 – 6,199,960 common shares31 August 2010 – 3,839,960 common shares


6,200



3,840Capital in excess of par value


2,692,290



1,563,105Subscriptions received


60,000



-Deficit accumulated during exploration stage


(3,199,898
)


(941,207
)Total Stockholders’ (Deficiency) Equity


(441,408
)


625,738Total Liabilities and Stockholders’ (Deficiency) Equity


376,877



1,395,643





The accompanying notes are an integral part of these financial statements.


F-1


Ironwood Gold Corp


(An Exploration Stage Company)


Statements of Operations





For the

yearended

31 August

2011


For the

yearended

31 August

2010


For the period

from the date of

inception on 18

January 2007 to

31 August 2011$


$Operating expensesExploration (Note 2 and 3)


366,434



387,117



763,551General and Administrative


1,291,125



444,281



1,830,322Impairment loss on mineral property (Note 3)


1,250,360



-



1,250,360Total operating expenses


2,903,026



831,398



3,844,233Other (income) expenseForgiveness of debt


(647,030
)


-



(647,030
)Interest expense


2,695



-



2,695Total other (income) expense


(644,335
)


-



(644,335
)Net loss


(2,258,691
)


(831,398
)


(3,199,898
)Basic and diluted loss per common share


(0.53
)


(0.18
)Weighted average number of common shares  - Basic and diluted


4,297,486



4,613,033





The accompanying notes are an integral part of these financial statements.


F-2


Ironwood Gold Corp


(An Exploration Stage Company)


Statements of Cash Flows





For the

year ended

31 August

2011


For the

year ended

31 August

2010


For the period from the

date of inception on 18

January 2007 to 31

August 2011$


$


$Cash flows used in operating activitiesNet loss for the period


(2,258,691
)


(831,398
)


(3,199,898
)Adjustments to reconcile loss to net cash used by operating activitiesAmortization of debt discount


2,067







2,067Stock issued for services


330,000



-



330,000Vesting of stock options


244,856



90,020



334,876Impairment loss on mineral property acquisition costs


1,250,360



-



1,250,360Forgiveness of debt – other income


(647,030
)


-



(647,030
)Contributions to capital by relatedparty – expenses (Notes 6 and 11)


-



3,350



48,300Changes in operating assets and liabilitiesDue to related parties










34,166Increase in prepaid expenses


(25,000
)


-



(25,000
)Increase in accounts payable and accrued expenses


280,032



120,268



390,771Net cash flows used in operating activities


(823,406
)


(617,760
)


(1,481,388
)Cash flows used in investing activitiesAcquisition of mineral property interest (Note 3)


(90,785
)


(120,000
)


(210,785
)Net cash flows used in investing activities


(90,785
)


(120,000
)


(210,785
)Cash flows from financing activitiesPayment on note payable for mineralproperty


(5,000
)


-



(5,000
)Advances from Director


61,875



-



61,875Payments to Director


(61,875
)


-



(61,875
)Payments to shareholder


(100,000
)


-



(100,000
)Advances from shareholder


-



100,000



100,000Proceeds from convertible promissory note


550,000



-



550,000Common shares issued for cash (Note 9)


440,000



838,550



1,319,050Subscriptions received (Note 9)


60,000



-



60,000Net cash flows provided by financing activities


945,000



938,550



1,924,050Increase (decrease) in cash and cash equivalents


30,809



200,790



231,877Cash and cash equivalents, beginning of period


201,068



278



-Cash and cash equivalents, end of period


231,877



201,068



231,877


Supplemental Disclosures with Respect to Cash Flows


(Note 11)





The accompanying notes are an integral part of these financial statements.


F-3


Ironwood Gold Corp


(An Exploration Stage Company)


Statements of Stockholders’ (Deficiency) Equity




Number of

sharesissued


Capital

stock


Subscription

received


Additional

paid-in

capital


Deficit,

accumulated

during

the exploration

stage


Total 
stockholderrs’ 
(deficiency)

equity$


$


$


$


$Balance at 18 January 2007 (inception)Issuance of common shares for cash – 8 August 2007 (Note 9)


5,000,000



5,000



-



(3,000
)


-



2,000Issuance of common shares for cash – 31 August 2007 (Note 9)


1,925,000



1,925



-



36,575



-



38,500Contributions to capital by related parties – expenses (Notes 6 and 11)


-



-



-



10,150



-



10,150Net operating loss for the period 18 January 2007 (date of inception) to 31 August 2007


-



-



-



-



(27,074
)


(27,074
)Balance at 31 August 2007


6,925,000



6,925



-



43,725



(27,074
)


23,576Contributions to capital by related parties – expenses (Notes 6 and 11)


-



-



-



17,400



-



17,400Net loss for the year


-



-



-



-



(52,709
)


(52,709
)Balance at 31 August 2008


6,925,000



6,925



-



61,125



(79,783
)


(11,733
)Contributions to capital by related parties – expenses (Notes 6 and 11)


-



-



-



17,400



-



17,400Net loss for the year


-



-



-



-



(30,026
)


(30,026
)Balance at 31 August 2009


6,925,000



6,925



-



78,525



(109,809
)


(24,359
)Common shares returned to treasury and cancelled 26 October 2010 (Note 9)


(4,500,000
)


(4,500
)


-



4,500



-



-Contributions to capital by related parties – expenses (Notes 6 and 11)


-



-



-



3,350



-



3,350Common shares issued for mineral property 28 October 2009 (Note 9)


853,750



854



-



16,221



-



17,075Common shares issued for mineral property 30 November 2009 (Note 9)


25,000



25



-



475



-



500Common shares issued for mineral property 1December 2009 (Note 9)


500,000



500



-



9,500



-



10,000Common shares issued for mineral property 7December2009 (Note 9)


350,000



350



-



6,650



-



7,000Issuance of common shares for cash 13 January 2010 (Note 9)


130,710



131



-



653,419



-



653,550Share issue costs


-



-



-



(15,000
)


-



(15,000
)Common shares issued for debt used to acquire mineral property 13 January 2010 (Note 3 and 9)


103,000



103



-



514,897



-



515,000Stock based compensation


-



-



-



90,020



-



90,020Common shares cancelled 26 August 2010 (Note 9)


(747,500
)


(748
)


-



748



-



-Issuance of common shares for cash 27 August 2010 (Note 9)


200,000



200



-



103,123



-



103,323Fair value allocated to 200,000 warrants issued in conjunction with common shares 27 August 2010














96,677







96,677Net loss for the period


-



-



-



-



(831,398
)


(831,398
)Balance at 31 August 2010


3,839,960



3,840



-



1,563,105



(941,207
)


625,738


The accompanying notes are an integral part of these financial statements.




F-4





Ironwood Gold Corp


(An Exploration Stage Company)


Statements of Changes in Stockholders’ (Deficiency) Equity




Number of 
shares issued


Capital

stock


Subscription 
received

Additional 
paid-in 
capital


Deficit, 
accumulated 
during the 
exploration 
stage


Total 
stockholders’ 
deficiency$


$

$


$


$Balance at 31 August 2010


3,839,960



3,840



-



1,563,105



(941,207
)


625,738Issuance of common shares for cash and warrants – 3 September 2010 (Note 9)


50,000



50



-



25,825



-



25,875Fair value allocated to 50,000 warrants issued in conjunction with common shares 3 September 2010


-



-



-



24,125



-



24,125Issuance of common shares for cash and warrants – 28 September 2010 (Note 9)


15,000



15



-



7,733



-



7,748Fair value allocated to 15,000 warrants issued in conjunction with common shares 28 September 2010


-



-



-



7,252



-



7,252Issuance of common shares for services –30 September 2010 (Note 9)


5,000



5



-



4,995



-



5,000Stock options vested for services –30 September 2010 (Note 9)


-



-



-



90,020



-



90,020Issuance of common shares for cash and warrants – 8 October 2010 (Note 9)


50,000



50



-



25,817



-



25,867Fair value allocated to 50,000 warrants issued in conjunction with common shares 8 October 2010


-



-



-



24,133



-



24,133Issuance of common shares for cash and warrants – 13 October 2010 (Note 9)


100,000



100



-



51,669



-



51,769Fair value allocated to 100,000 warrants issued in conjunction with common shares 13 October 2010


-



-



-



48,231



-



48,231Issuance of common shares for cash and warrants – 19 October 2010 (Note 9)


100,000



100



-



51,479



-



51,579Fair value allocated to 100,000 warrants issued in conjunction with common shares 19 October 2010


-



-



-



48,421



-



48,421Stock options vested for services –31 December 2010 (Note 9)


-



-



-



61,214



-



61,214Issue common shares for mineral property – 16 March 2011 (Note 9)


75,000



75



-



44,925



-



45,000Stock options vested for services –31 March 2011 (Note 9)


-



-



-



46,811



-



46,811Issuance of common shares for cash and warrants –15 June 2011 (Note 9)


125,000



125



-



66,568



-



66,693Fair value allocated to 125,000 warrants issued in conjunction with common shares 15 June 2011


-



-



-



58,307



-



58,307Stock options vested for services –30 June 2011 (Note 9)


-



-



-



46,811



-



46,811Issuance of common shares for services – 18 July 2011 (Note 9)


5,000



5



-



3,995



-



4,000Issuance of common shares for services – 31 July 2011 (Note 9)


1,250,000



1,250



-



248,750



-



250,000Issuance of common shares for debt – 5 August 2011 (Note 9)


10,000



10



-



9,247



-



9,257


The accompanying notes are an integral part of these financial statements.


F-5


Ironwood Gold Corp


(An Exploration Stage Company)


Statements of Changes in Stockholders’ (Deficiency) Equity




Number of 
shares issued


Capital

stock


Subscription 
received

Additional 
paid-in 
capital


Deficit, 
accumulated 
during the 
exploration 
stage


Total 
stockholders’ 
deficiency$


$

$


$


$Issuance of common shares for services – 16 August 2011 (Note 9)


200,000



200



-



39,800



-



40,000Issuance of common shares in conjunction with a convertible note payable and warrants – 16 August 2011 (Note 9)


220,000



220



-



38,785



-



39,005Fair value allocated to 1,375,000 warrants issued in conjunction with common shares 16 August 2011


-



-



-



23,427



-



23,427Issuance of common shares for services – 24 August 2011 (Note 9)


150,000



150



-



29,850



-



30,000Issuance of common shares for services –31 August, 2011 (Note 9)


5,000



5



-



995



-



1,000Subscriptions received


-



-



60,000



-



-



60,000Net loss for the year


-



-



-



-



(2,258,691
)


(2,258,691
)Balance at 31 August 2011


6,199,960



6,200



60,000



2,692,290



(3,199,898
)


(441,408
)


The accompanying notes are an integral part of these financial statements.


F-6


Ironwood Gold Corp


(An Exploration Stage Company)


Notes to Financial Statements


31 August 2011


1.
Nature and Continuance of Operations





The Company, Ironwood Gold Corp. (formerly Suraj Ventures, Inc.), was incorporated under the laws of the State of Nevada on 18 January 2007, with the authorized common stock of 25,000,000 shares at $0.001 par value. The Company was organized for the purpose of acquiring and developing mineral properties.  On 6 October 2009, the Company formed a wholly-owned subsidiary in the State of Nevada named “Ironwood Gold Corp”. On 8 October 2009, the Company merged with its wholly-owned subsidiary, Ironwood Gold Corp. and the name of the merged entity was change to Ironwood Gold Corp.




The Company is an exploration stage company. The Company is devoting all of its present efforts in securing and establishing a new business, and its planned principal operations have not commenced, and, accordingly, no revenue has been derived during the exploration stage.




The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) applicable to exploration stage enterprises.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. The Company’s fiscal year end is 31 August.




Going Concern




These financial statements as at 31 August 2011, and for the year then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has a net loss for the year ended 31 August 2011 of $2,318,691 (2010 – $831,398, cumulative – $3,259,898) and has a working capital deficit of $131,773 at 31 August 2011 (31 August 2010 - $568,837).




Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Company will be able to raise additional capital to continue operating and maintaining its business strategy during the fiscal year ending 31 August 2012. However, if the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favourable terms and/or pursue other remedial measures. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.





2.
Significant Accounting Policies





The following is a summary of significant accounting policies used in the preparation of these financial statements.





Basis of presentation





The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America applicable to exploration stage enterprises (“GAAP”).





Cash and cash equivalents





Cash and cash equivalents include highly liquid investments with original maturities of three months or less.





Financial instruments





The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses and amounts due to related parties. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks rising from these financial instruments. The fair values of these financial instruments approximate their carrying values, unless otherwise noted.


F-7


Ironwood Gold Corp


(An Exploration Stage Company)


Notes to Financial Statements


31 August 2011








Mineral property costs




The Company has been in the exploration and development stage since its formation on 18 January 2007 and has not yet realized any revenues from its planned operations.  It is primarily engaged in the acquisition and exploration of mining properties.




Mineral property acquisition costs are initially capitalized as tangible assets when purchased. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the probable reserve.




Mineral property exploration costs are expensed as incurred.




Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis.  Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards.  Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.




As of the date of these financial statements, the Company has not established any proven or probable reserves on its mineral properties and incurred only acquisition and exploration costs (Note 3).




Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Company’s title.  Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.




Reclamation costs




The Company’s policy for recording reclamation costs is to record a liability for the estimated costs to reclaim mined land by recording charges to production costs for each tonne of ore mined over the life of the mine.  The amount charged is based on management’s estimation of reclamation costs to be incurred.  The accrued liability is reduced as reclamation expenditures are made.  Certain reclamation work is performed concurrently with mining and these expenditures are charged to operations at that time. To date the Company has not incurred any reclamation costs.




Long-lived assets




The carrying value of long-lived assets, including mineral property costs, is reviewed on a regular basis for the existence of facts or circumstance that may suggest impairment.  The Company recognized an impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset.  Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.




Financial instruments




The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued liabilities and amounts due to related parties. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks rising from these financial instruments. The fair values of these financial instruments approximate their carrying values, unless otherwise noted.


F-8


Ironwood Gold Corp


(An Exploration Stage Company)


Notes to Financial Statements


31 August 2011







Derivative financial instruments




The Company has not, to the date of these financial statements, entered into derivative instruments.




Income taxes




Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes.  Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.




Basic and diluted net loss per share




The Company presents both basic and diluted earnings per share (“EPS”) on the face of the income statement.  Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.  Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method.  In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.  Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.




Foreign currency translation




The Company’s functional and reporting currency is in U.S. dollars. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date.  Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.  The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.




Reclassifications




Certain prior period amounts have been reclassified to conform with current period presentation.




Use of estimates




The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the reporting period.  Actual results could differ from these estimates.




Recent Accounting Pronouncements
 
 The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.


3.
Mineral Properties





Falcon Mine Property





On 2 February 2011, the Company entered into an acquisition agreement (the “Falcon Agreement”) for an interest in the prospective gold-silver project known as the Falcon Mine Property with the signing of a 2-year lease agreement which included a 50% earn-in Joint Venture agreement option. The property consists of 6 patented claims and 60-100 newly staked claims that join the patented claims on which the mine is situated.




F-9


Ironwood Gold Corp


(An Exploration Stage Company)


Notes to Financial Statements


31 August 2011





The Falcon Agreement calls for cash payments of $225,000 by 1 September 2012, issuance of 75,000 shares of common stock by 28 January 2011, issuance of another 75,000 shares of common stock by 30 November 2011, and a minimum of 8 drill holes by 30 November 2012 with 4 holes completed by 30 November 2011. As of 31 August 2011, the Company has paid $75,000, and has issued the initial 75,000 shares of its common stock.





Cobalt Canyon Gold Project





On 28 October 2009, the Company entered into an acquisition agreement (the “Acquisition Agreement”) with Kingsmere Mining Ltd. (“KML”) and Ironwood Mining Corp. (“IMC”) whereby the Company acquired an undivided 100% right, title and interest in and to certain mineral claims known as the Cobalt Canyon Gold Project, in the Chief District, located in Lincoln County, Nevada (the “Property”). The acquisition agreement called for cash payments of $755,000 and the issuance of an aggregate of 853,750 shares of our common stock (Note 9) and the completion of exploration expenditures of $2,800,000 as detailed below. Previously, Gold Canyon Partners LLP (“GC”) and KML entered into an option agreement (the “Option Agreement”) dated 31 January 2009 wherein KML acquired an exclusive option to acquire the Property from GC. KML assigned all of KML’s interest in the Property to IMC in an agreement (the “Assignment Agreement”) dated 15 April 2009. The Company would obtain all right, title and interest from KML and IMC pursuant to the terms of the Acquisition Agreement, subject to certain of the terms and conditions of the Option Agreement and the Assignment Agreement, including the obligation to make all required royalty payments to GC and all required property expenditures set forth in the Option Agreement.




F-10


Ironwood Gold Corp


(An Exploration Stage Company)


Notes to Financial Statements


31 August 2011





Payments

$


Shares


Exploration

Expenditures

$2009


465,000



853,750



-2010


50,000



-



250,0002011


80,000



-



350,0002012


100,000



-



450,0002013-2019


75,000



-



1,750,000755,000



853,750



2,800,000





On 30 November 2009 the Company entered into a purchase agreement with KML whereby the Company acquired certain rights in an additional 32 unpatented placer mining claims located at the Cobalt Canyon Gold Project in Lincoln County, Nevada. As a result of the purchase agreement, the Cobalt Canyon Gold Project will encompass a total of 696 acres in the Chief or Caliente mining district of southeastern Nevada.  The Company had issued 25,000 shares of our common stock and a cash sum of $65,000 was payable in consideration for the assignment of the rights.On August 26, 2010, KML agreed to the cancellation of 747,500 shares, including these 25,000 shares.





The Company had commenced the work program planned for the Cobalt properties, based on the recommended exploration program identified in the 43-101 compliant technical report on the properties, and had made exploration expenditures of approximately $617,575 on the property.  After analyzing the drilling results the Company performed an impairment analysis and determined that the related acquisition costs for the Cobalt Canyon Gold Project was impaired.  Therefore, an impairment loss of $617,575 representing the Company’s total investment in the Cobalt Canyon Gold Project property was recorded on 28 February 2011.





In a related transaction the Company reached an agreement with certain creditors to forgive in total $560,000 owed them for debt related to the acquisition of theCobalt Canyon Gold Project.





Haystack Property and Rock Creek Properties





On 1 December 2009 the Company entered into an assignment agreement (the “Assignment Agreement”) with KML whereby the Company had the option to acquire an undivided 100% right, title and interest in and to certain mineral claims known as the Haystack Property located in Pershing County, Nevada (the “Haystack Property”). The Company agreed to issue an aggregate of 500,000 shares of our common stock valued at $10,000 and an aggregate of $300,000 in cash in consideration for the assignment of all right, title and interest in the Haystack Property as follows: 425,000 shares and $255,000 to KML and 75,000 shares and $45,000 to Teck CO, LLC (“Teck”).Previously, KML and Teck entered into an option agreement (the “Haystack Option Agreement”) dated 26 October 2009 wherein KML acquired an exclusive option to acquire the Haystack Property from Teck. The Company would obtain all right, title and interest to the Haystack Property from KML and Teck pursuant to the terms of the Assignment Agreement, subject to certain of the terms and conditions of the Haystack Option Agreement, including the right of Teck to certain royalties payments and the right of Teck to earn-in to the Haystack Property by making certain expenditures related to the exploration and development of the Haystack Property. On August 26, 2010 KML agreed to the cancellation of 747,500 shares (Note 9), including these 425,000 shares.




F-11


Ironwood Gold Corp


(An Exploration Stage Company)


Notes to Financial Statements


31 August 2011





On 7 December 2009 the Company entered into an assignment agreement (the “Rock Creek Assignment Agreement”) with KML whereby the Company have the option to acquire an undivided 100% right, title and interest in and to certain mineral claims known as the Rock Creek property located in Elko County, Nevada (the “Rock Creek Property”). The Company agreed to issue an aggregate of 350,000 shares of our common stock valued at $7,000 and an aggregate of $300,000 in cash in consideration for the assignment of all right, title and interest in the Rock Creek Property as follows: 297,500 shares and $255,000 to KML and 52,500 shares and $45,000 to Teck. Previously, KML and Teck entered into an option agreement (the “Rock Creek Option Agreement”) dated 26 October 2009 wherein KML acquired an exclusive option to acquire the Rock Creek Property from Teck. The Company will obtain all right, title and interest to the Rock Creek Property from KML and Teck pursuant to the terms of the Rock Creek Assignment Agreement, subject to certain of the terms and conditions of the Rock Creek Option Agreement, including the right of Teck to certain royalties payments and the right of Teck to earn-in to the Rock Creek Property by making certain expenditures related to the exploration and development of the Rock Creek Property. On August 26, 2010 KML agreed to the cancellation of 747,500 shares (Note 9), including these 297,500 shares.





The Company was working on 43-101 compliant technical reports on both the Haystack and Rock Creek properties and had completed exploration related expenditures of approximately $175,000 on the Haystack and $283,000 on the Rock Creek properties when on November 24, 2010, Teck provided written notice that they had unilaterally terminated the Assignment Agreements. We disputed this unilateral termination due to force majeure events we suffered and believed that we had exceeded our obligations given the force majeure events we experienced. However, due to the ongoing dispute and the fact that we were not allowed access to those properties, the Company performed an impairment analysis and determined that the related acquisition costs for the Haystack and Rock Creek properties were impaired. Therefore, an impairment loss of $617,000 representing the Company’s total investment in the Haystack and Rock Creek properties was recorded on November 30, 2010.





Cherry Creek Property





In November 2010 the Company entered into a Letter of intent to acquire the prospective gold property at Cherry Creek. The Company incurred $15,785 in acquisition costs and an additional $2,500 in exploration costs before deciding to abandon the property. As a result the Company recorded an impairment loss of $15,785.





4.
Forgiveness of debt





During the year ended 31 August 2011 the Company negotiated the forgiveness of debts owed to seven creditors totaling $587,030. On November 29, 2011, the Company's Chief Executive Officer, Behzad Shayanfar, agreed to forgive $60,000 of salary accrued to August 31, 2011.





5.
Accounts Payable and Accrued Expenses





Accounts payable and accrued expenses are non-interest bearing, unsecured and have settlement dates within one year.


F-12


Ironwood Gold Corp


(An Exploration Stage Company)


Notes to Financial Statements


31 August 2011





6.
Related Party Transactions


In connection with his appointment to our Board of Directors, on 18 July 2011, Mr. Borozdin was issued 5,000 shares of our common stock (post stock split) pursuant to that certain Restricted Stock Award Agreement attached as an exhibit to our Current Report on Form 8-K filed January 26, 2011.
 
 On 31 July 2011, we issued to Behzad Shayanfar, our Chief Executive Officer, Interim Chief Financial Officer and a member of our Board of Directors, 1,250,000 shares of our common stock (post stock split), par value $0.001, as consideration for services provided to the Company.
 
 In connection with his appointment to our Board of Directors, on 31 August 2011, Mr. Brill was issued 5,000 shares of Company common stock (post stock split) pursuant to that certain Restricted Stock Award Agreement attached as an exhibit to our Current Report on Form 8-K filed August 31, 2011.
 
 During the year ended 31 August 2011, an officer and director of the Company made contributions to capital for management fees in the amount of $Nil (2010 – $2,000, cumulative – $33,000), rent in the amount of $Nil (2010 – $900, cumulative – $10,200) and for telephone expenses $Nil (2010 - $450 cumulative $5,100) (Notes 6 and 11).
 
 During the year ended 31 August 2011, the Company received advances from a Director and made payments back to the same Director of $61,875. Additionally, during the year ended 31 August 2011, the Company paid back the $100,000 advanced from a shareholder.
 
 Included in accounts payable at 31 August 2011, is $101,268 due to the Company’s CEO for management fees and unreimbursed expenses.  As of 31 August 2010, $34,166 was recorded in accounts payable for amounts owed to Directors, the CEO, and CFO.
 On November 29, 2011, the Company's Chief Executive Officer, Behzad Shayanfar, agreed to forgive $60,000 of salary accrued to August 31, 2011.


7.
Demand Loan





At 31 August 2011 the Company owed $Nil (31 August 2010 - $100,000) to a corporation that is a shareholder of the Company.





8.
Convertible Promissory Note





On 16 August 2011, the Company received $550,000 from an investor for a convertible promissory note, 1,375,000 warrants to purchase shares of the Company’s common stock (exercise price of $0.60, expiring 5 years from the date of issuance), and 220,000 shares of the Company’s common stock. This note matures on November 16, 2012, and has an interest rate of 10% per annum, simple interest, payable quarterly. After the maturity date, the interest rate increases to 16% per annum. This note is secured by all of the assets of the Company. Additionally, the conversion price is $0.40 per share (post share split).





The Company calculated the fair value of the warrants and common stock to be $26,427 (using the Black-Scholes model) and $44,000 (using the closing trading price of the stock on 16 August 2011), respectively. The relative fair values allocated to the warrants, common stock (and additional paid-in-capital), and debt were as follows:  warrants - $23,427; common stock (and additional paid-in-capital) - $39,005; debt - $487,568. Accordingly, a discount was created on the debt of $62,432, which will be amortized to interest expense over the life of the debt. Debt discount amortization as of 31 August 2011 was $2,067. Accrued interest on the note was $228 as of 31 August 2011.





9.
Capital Stock





Authorized





The total authorized capital is 25,000,000 common shares with a par value of $0.020 per common share (post share split).





Issued and outstanding





On 8 August 2007, Company completed a private placement consisting of 5,000,000 post splits common shares sold to directors and officers for a total consideration of $2,000.





On 31 August 2007, the Company completed a private placement of 1,925,000 post splits common shares for a total consideration of $38,500.




F-13


Ironwood Gold Corp


(An Exploration Stage Company)


Notes to Financial Statements


31 August 2011





On October 26, 2009, two directors gifted back to treasury for cancellation a total of 90,000 (4,500,000 post splits) restricted common shares.   The cancellation of these share resulted in the issued and outstanding share capital being reduced from 138,500 (6,925,000 post split) common shares to 48,500 (2,425,000 post splits) common shares before the forward split of the common shares on October 27, 2009.





Effective 27 October 2009, the Company completed a 50 to 1 forward stock split. The authorized share capital remained unchanged at 500,000,000 common shares with the same par value of $0.001 (post share split). Unless otherwise noted, all references herein to number of shares, price per share or weighted average number of shares outstanding have been adjusted to reflect this stock split and the 20 to 1 reverse split effective 28 October 2011, described below (“post splits”) on a retroactive basis.





On 28 October 2009, 853,750 common shares of the Company, valued at $17,075, were issued as partial settlement of an acquisition agreement to acquired an undivided 100% right, title and interest in and to certain mineral claims known as the Cobalt Canyon Gold Project, in the Chief District, located in Lincoln County, Nevada (Note 3 and 9).





On 30 November 2009,25,000 common shares of the Company, valued at $500, were issued as partial settlement of a purchase agreement to acquire certain rights in 32 unpatented placer mining claims located at the Cobalt Canyon Gold Project in Lincoln County, Nevada.On August 26, 2010, KML agreed to the cancellation of these 25,000 shares (Note 3).





On 1 December 2009 the Company entered into the Assignment Agreement with KML whereby the Company have the option to acquire an undivided 100% right, title and interest in and to certain mineral claims known as the Haystack Property and issued an aggregate of 500,000 shares of our common stock valued at $10,000.On August 26, 2010, KML agreed to the cancellation of 425,000 of these shares(Note 3).





On 7 December 2009 the Company entered into the Rock Creek Assignment Agreement with KML whereby the Company has the option to acquire an undivided 100% right, title and interest in and to certain mineral claims known as the Rock Creek property and issued an aggregate of 350,000 shares of our common stock valued at $7,000.On August 26, 2010, KML agreed to the cancellation of 297,500 of these shares(Note 3).





On 13 January 2010, the Company completed a private placement and issued 233,710 common shares of the Company at a price of $5.00 per common share (post share split). The Company issued 130,710 of these common shares for net cash proceeds of $638,550, being gross proceeds of $653,550 less share issue costs of $15,000. In addition the Company issued 103,000 of these shares to pay $515,000 of the $1,025,000 debt owed KML under the mineral property acquisition agreements (Note 3).





On August 26, 2010, Kingsmere Mining Ltd. agreed to the cancellation of 747,500 shares of the Company’s common stock. The Shares were issued to Kingsmere pursuant to the following agreements: 20,000 shares of Common Stock pursuant to the Purchase Agreement, dated November 30, 2009, by and between Kingsmere and the Company; 425,000 shares of Common Stock issued to Kingsmere pursuant to the Assignment Agreement, dated December 1, 2009, by and between Kingsmere and the Company; and 297,500 shares of Common Stock issued to Kingsmere pursuant to the Assignment Agreement, dated December 7, 2009, by and between Kingsmere and the Company. Except for the cancellation of the Shares noted above, the agreements are still in full force and effect.





On 27 August 2010, the Company issued 200,000 Units for gross proceeds of $200,000, of a private placement of 1,000,000 Units offered at $1.00 per unit (post share split) of the Company’s securities.  Each Unit consists of 1 share of common stock, par value $0.001 per share (post share split) and 1 warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $1.40 per share (post share split) for a period of 24 months. The 200,000 warrants (still outstanding at 31 August 2010) were valued using the Black-Scholes model. Based on this valuation, a fair value of $96,677 was assigned to the warrants, using a relative fair value approach, considering the shares of common stock with which they were issued.




F-14


Ironwood Gold Corp


(An Exploration Stage Company)


Notes to Financial Statements


31 August 2011





On 3 September 2010, the Company completed a private placement and issued 50,000 Units for gross proceeds of $50,000, of a private placement of 1,000,000 Units offered at $1.00 per unit (post share split) of the Company’s securities.  Each Unit consists of 1 share of common stock, par value $0.001 per share (post share split) and 1 warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $1.40 per share (post share split) for a period of 24 months. The 50,000 warrants were valued using the Black-Scholes model. Based on this valuation, a fair value of $24,125 was assigned to the warrants, using a relative fair value approach, considering the shares of common stock with which they were issued.





On 28 September 2010, the Company completed a private placement and issued 15,000 Units for gross proceeds of $15,000, of a private placement of 1,000,000 Units offered at $1.00 per unit of the Company’s securities.  Each Unit consists of 1 share of common stock, par value $0.001 per share (post share split) and 1 warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $1.40 per share (post share split) for a period of 24 months. The 15,000 warrants were valued using the Black-Scholes model. Based on this valuation, a fair value of $7,252 was assigned to the warrants, using a relative fair value approach, considering the shares of common stock with which they were issued.


F-15


Ironwood Gold Corp


(An Exploration Stage Company)


Notes to Financial Statements


31 August 2011





On 30 September 2010, the Company issued 5,000 common shares to a member of its Advisory board for services of the Company valued at $1.00 per common share (post share split) for a total consideration of $5,000.





On 8 October 2010, the Company completed a private placement and issued 50,000 Units for gross proceeds of $50,000, of a private placement of 1,000,000 Units offered at $1.00 per unit (post share split) of the Company’s securities.  Each Unit consists of 1 share of common stock, par value $0.001 per share (post share split) and 1 warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $1.40 per share (post share split) for a period of 24 months. The 50,000 warrants were valued using the Black-Scholes model. Based on this valuation, a fair value of $24,133 was assigned to the warrants, using a relative fair value approach, considering the shares of common stock with which they were issued.





On 13 October 2010, the Company completed a private placement and issued 100,000 Units for gross proceeds of $100,000, of a private placement of 1,000,000 Units offered at $1.00 per unit (post share split) of the Company’s securities.  Each Unit consists of 1 share of common stock, par value $0.001 per share (post share split) and 1 warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $1.40 (post share split) per share for a period of 24 months. The 100,000 warrants were valued using the Black-Scholes model. Based on this valuation, a fair value of $48,231 was assigned to the warrants, using a relative fair value approach, considering the shares of common stock with which they were issued.





On 19 October 2010, the Company completed a private placement and issued 100,000 Units for gross proceeds of $100,000, of a private placement of 1,000,000 Units offered at $1.00 per unit (post share split) of the Company’s securities.  Each Unit consists of 1 share of common stock, par value $0.001 per share and 1 warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $1.40 per share (post share split) for a period of 24 months. The 100,000 warrants were valued using the Black-Scholes model. Based on this valuation, a fair value of $48,421 was assigned to the warrants, using a relative fair value approach, considering the shares of common stock with which they were issued.





On 16 March 2011, the Company issued 75,000 common shares to Robert Wyllie, in accordance with an acquisition agreement dated 2 February 2011, for an interest in the prospective gold-silver project known as the Falcon Mine Property. These shares were valued at $45,000, using the closing trading price of the Company’s shares on 16 March 2011, which was $.60 (post share split). The property consists of 6 patented claims and 60-100 newly staked claims that join the patented claims on which the mine is situated.





On 15 June 2011, the Company completed a private placement and issued 125,000 Units for gross proceeds of $125,000, of a private placement of 1,000,000 Units offered at $1.00 per unit of the Company’s securities.  Each Unit consists of 1 share of common stock, par value $0.001 per share (post share split) and 1 warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $1.40 per share for a period of 24 months. The 125,000 warrants were valued using the Black-Scholes model. Based on this valuation, a fair value of $58,307 was assigned to the warrants, using a relative fair value approach, considering the shares of common stock with which they were issued.





On 18 July 2011, the Company issued 5,000 shares under Restricted Stock Award Agreement (the “Agreement”) dated January 24, 2011, with Anton S. Borozdin, whereby Mr. Borozdin will serve as a director of the Company. Pursuant to the Agreement, Mr. Borozdin received five thousand (5,000) shares of Company common stock in connection with his service as a director. The transaction was valued at $4,000, using the closing trading price of the Company’s shares on 24 January 2011, which was $0.80 per share (post share split).





On 31 July 2011, the Company issued 1,250,000 shares to Behzad Shayanfar, the Company's current Chief Executive Officer, Interim Chief Financial Officer and a member of the Company's Board of Directors, as consideration for services provided to the Company.  The transaction was valued at $250,000, using the closing trading price of the Company’s shares on 31 July 2011, $0.20 per share (post share split) multiplied by the number of shares issued of 1,250,000.


F-16


Ironwood Gold Corp


(An Exploration Stage Company)


Notes to Financial Statements


31 August 2011





On 5 August 2011 the Company issued 10,000 shares in exchange for amounts owed by the Company to a supplier for services provided in November 2011. The transaction was valued at $9,257 being the amount owed.





On 16 August 2011 the Company issued 200,000 shares to a consultant for services. The transaction was valued at $40,000, using the closing trading price of the Company’s shares on 16 August 2011, $0.20 per share (post share split).





On 16 August 2011 the Company issued 220,000 shares under a subscription agreement, in conjunction with a convertible promissory note and 1,375,000 warrants (Note 8). The fair value of the warrants was determined using the Black-Scholes model and the fair value of the common shares was determined based on the closing price of the stock on 16 August 2011. The relative fair value of the 220,000 shares and 1,375,000 warrants was $39,005 and $23,427, respectively.





On 24 August 2011 the Company issued 150,000 shares to a consultant for services. The transaction was valued at $30,000, using the closing trading price of the Company’s shares on 24 August 2011, $0.20 per share (post share split).





On 31 August 2011, Ironwood Gold Corp., a Nevada corporation (the "Company"), entered into a Restricted Stock Award Agreement (the "Agreement") with Keith P. Brill, in connection with his service as a director of the Company. Pursuant to the Agreement, Mr. Brill received five thousand (5,000) shares of Company common stock. The transaction was valued at $1,000, using the closing trading price of the Company’s shares on August 31, 2011, $0.20 per share (post share split).





Effective 28 October 2011, the Company completed a 20 to 1 reverse stock split. The authorized share capital changed to 25,000,000 common shares with the same par value of $0.001 (post share split). Unless otherwise noted, all references herein to number of shares, price per share or weighted average number of shares outstanding have been adjusted to reflect this stock split and the 50 to 1 forward stock split effective 27 October 2009, described above (“post splits”) on a retroactive basis (Note 13).





Subscriptions received





On January 1, 2011 the Company received $60,000 as payment on the private placement of 60,000 Units for gross proceeds of $60,000, of a private placement of 1,000,000 Units offered at $1.00 per unit (post share split) of the Company’s securities.  Each Unit consists of 1 share of common stock, par value $0.001 per share and 1 warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $1.40 per share (post share split) for a period of 24 months.





Stock Options




The Company has a stock option plan whereby the Board of Directors is authorized to grant options to a rolling ceiling of 10% of the issued and outstanding common shares of the Company.




Options to purchase common shares have been granted to directors at exercise prices determined by reference to the market value on the date of the grant. The terms of the option and the option price are fixed by the directors at the time of grant subject to price restrictions imposed by the TSX Venture Exchange. Stock options awarded have a maximum term of ten years.





On 20 April 2010, the Company granted an aggregate of 312,500 incentive options to various directors and officers of the Company. The options vest evenly, at the end of each calendar quarter, over five years beginning on June 30, 2010. The weighted average exercise price of the options is $6.20 each (post share split) and they are exercisable until April 20, 2020. The weighted average grant-date fair value for these options was $1,800,400.


F-17


Ironwood Gold Corp


(An Exploration Stage Company)


Notes to Financial Statements


31 August 2011





During the year ended 31 August 2011, 212,500 options were forfeited and on 31 August 2011, 100,000 options were outstanding. 30,000 options were vested at 31 August 2011. The aggregate intrinsic value of options outstanding and exercisable at 31 August 2011, was $0.


Stock-based compensation expense
 
 Options granted to directors and officers of the Company are accounted for using the Black-Scholes option pricing model and recoded as the options vest. The exercise price of the options is $0.31 each and they are exercisable until April 20, 2015. The fair value of stock options vested at 31 August 2011, was $172,800 ($5.76 each), as estimated at the date of grant using the Black-Scholes option pricing model.


The Company uses historical data to estimate option exercises and employee termination in the option pricing model. The expected term of options granted is derived from the output of the option pricing model and represents the period of time that options granted are expected to be outstanding. The expected volatilities are based on the historical volatility of the Company's traded stock and other factors. The following table shows the assumptions used and weighted average fair value for grants in the year ended 31 August 2010 (no options issued in fiscal year 2011).





Expected annual dividend rate


0.00
%Weighted average exercise price

$
6.20Risk-free interest rate


3.25
%Average expected life (years)


10Expected volatility of common stock


98.43
%Forfeiture rate


0.00
%Weighted average fair value of option grants

$
5.76





The Company recorded share-based compensation expense only for those options that are expected to vest. The estimated fair value of the stock options is amortized over the vesting period of the respective stock option grants.


F-18


Ironwood Gold Corp


(An Exploration Stage Company)


Notes to Financial Statements


31 August 2011





Warrants





As at 31 August 2011, and 31 August 2010, the following share purchase warrants were outstanding and exercisable:





Expiry Date

Exercise

Price


31 August

2011


31 August

2010August 27, 2012

$
1.40



200,000



200,000September 3, 2012

$
1.40



50,000



-September 28, 2012

$
1.40



15,000



-October 8, 2012

$
1.40



50,000



-October 13, 2012

$
1.40



100,000



-November 24, 2012

$
1.40



100,000



-June 11, 2013

$
1.40



125,000



-August 16, 2011

$
0.60



1,375,0002,015,000



200,000





Share purchase warrant transactions and the number of share purchase warrants outstanding and exercisable are summarized as follows:





31 August 2011


31 August 2010Number of

Warrants


Weighted

Average

Exercise

Price


Number of

Warrants


Weighted

Average

Exercise

PriceOutstanding, beginning of period


200,000


$
1.40



-



-Issued


1,815,000


$
0.80



200,000


$
1.40Exercised


-



-



-



-Expired


-



-



-



-Outstanding, end of period


2,015,000


$
0.80



200,000


$
1.40





10.
Income Taxes





The Company has cumulative net operating losses of $2,925,022 (deficit accumulated during the exploration stage of $3,259,898, less cumulative expense related to the vesting of incentive stock options of $334,876). The related deferred tax asset of approximately $995,000 has been fully offset by a valuation allowance as we have determined it unlikely that the Company w ill be able to use these losses to offset future taxable income. These net operating losses will begin to expire in 2026.




F-19


Ironwood Gold Corp


(An Exploration Stage Company)


Notes to Financial Statements


31 August 2011





11.
Supplemental disclosures with respect to cash flows





For the period

from the date

ofinception on

18January

2007 to 31

August 2011


For the

year

ended

31 August

2011


For the

year ended 31 
August

2010$



$



$Cash paid during the period for interest


-



-



-Cash paid during the period for income taxes


-



-



-





Supplemental disclosures of noncash investing and financing activities:





On 28 October 2009 the Company issued 853,750 common shares, valued at $17,075, as partial settlement of an acquisition agreement to acquired an undivided 100% right, title and interest in and to certain mineral claims known as the Cobalt Canyon Gold Project, in the Chief District, located in Lincoln County, Nevada (Note 3 and 9).





On 30 November 2009 the Company issued 25,000 common shares, valued at $500, as partial settlement of a purchase agreement to acquire certain rights in 32 unpatented placer mining claims located at the Cobalt Canyon Gold Project in Lincoln County, Nevada (Note 3 and 9).





On 13 January 2010, the Company completed a private placement and issued 103,000 common shares at $5.00 per share (post share split) in exchange for the cancellation of $515,000 owed KML (Note 3 and 9).





On 1 December 2009 the Company issued 500,000 common shares, valued at $10,000, as partial settlement of a purchase agreement to acquire certain mineral claims known as the Haystack Property located in Pershing County, Nevada (Note 3 and 9).





On 7 December 2009 the Company issued 350,000 common shares, valued at $10,000, as partial settlement of a purchase agreement to acquire certain mineral claims known as the Rock Creek property located in Elko County, Nevada (Note 3 and 9).





On 13 January 2010, the Company completed a private placement and issued 103,000 common shares at $5.00 per share (post share split) in exchange for the cancellation of $515,000 owed KML (Note 3 and 9).





During the year ended 31 August 2010, the Company issued stock for cash and warrants. The relative fair value allocated to the 200,000 warrants and recorded to additional paid in capital, was $96,677.





On 30 September 2010, the Company issued 5,000 common shares to a member of its Advisory board for services to the Company valued at $1.00 per common share (post share split) for a total consideration of $5,000.





On 15 December 2010, the Company issued a note payable for $40,000 for a mineral property acquisition payment.





On 28 February 2011, the Company issued 5,000 common shares to a member of its board of directors for services to the Company valued at $0.80 per common share for a total consideration of $4,000.





On 16 March, 2011, the Company issued 75,000 shares of common stock as consideration for a mineral property acquisition payment of $45,000.





On 5 August 2011, the Company issued 10,000 shares of common stock for accounts payable of $9,257.


F-20


Ironwood Gold Corp


(An Exploration Stage Company)


Notes to Financial Statements


31 August 2011





During the year ended 31 August 2011, the Company negotiated the forgiveness of debts owed to seven creditors totaling $587,030. $525,000 of this amount related to payables for mineral property that existed at 31 August 2010; $35,000 related to a note payable recorded in fiscal year 2011; and $27,030 related to accounts payable. Additionally, on November 29, 2011, the Company's Chief Executive Officer, Behzad Shayanfar, agreed to forgive $60,000 of salary accrued to August 31, 2011.




During the year ended 31 August 2011, an officer and director of the Company made contributions to capital for management fees in the amount of $Nil (2010 – $2,000, cumulative – $33,000), rent in the amount of $Nil (2010 – $900, cumulative – $10,200) and for telephone expenses $Nil (2010 - $450, cumulative $5,100) (Notes 6 and 9).





During the year ended 31 August 2011, the Company issued stock for cash and warrants. The relative fair value allocated to the 1,815,000 warrants and recorded to additional paid in capital, was $233,896.





12.
Commitments




The Company has outstanding and future commitments under mineral property agreements (Note 3).





13.
Subsequent Events





Effective 28 October 2011, the Company completed a 20 to 1 reverse stock split. The authorized share capital changed to 25,000,000 common shares with the same par value of $0.001 (post share split). Unless otherwise noted, all references herein to number of shares, price per share or weighted average number of shares outstanding have been adjusted to reflect this stock split and the 50 to 1 forward stock split effective 27 October 2009, described above (“post splits”) on a retroactive basis.




On November 29, 2011, the Company's Chief Executive Officer, Behzad Shayanfar, agreed to forgive $60,000 of salary accrued to August 31, 2011. He also forgave an additional $20,000 related to September and October salary amounts. As of November 1, 2011, his salary will be $10,000 per month, until certain conditions are met.






F-21