Minera Share Discussion Threads

[bcomms] 06/11/2015 09:18

FOR: MINERA IRL LIMITED

TSX SYMBOL: IRL
AIM, LMA SYMBOL: MIRL

November 6, 2015

Minera IRL Limited: Response to False Media Speculation

LIMA, PERU--(Marketwired - Nov. 6, 2015) - Minera IRL Limited ("Minera IRL" or the "Company")
(TSX:IRL)(AIM:MIRL)(BVLAC:MIRL) provides an update following incorrect speculation regarding a number of issues
which are facing the Company.

Delisting from TSX

On September 21, 2015 Minera IRL Limited announced a temporary compromise of control within the Company's two
Peruvian operating subsidiaries, Minera IRL S.A. and Compania Minera Kuri Kullu S.A., as a result of the
actions undertaken by the President and General Manager of the two subsidiaries and the former Interim CEO of
Minera IRL, Mr. Diego Benavides, and requested a precautionary suspension from trading on AIM. Similar actions
were taken with respect to the Toronto Stock Exchange (TSX) and the Lima Stock Exchange.

On September 29, 2015 the Company announced a delay in the publication of its financial statements for the six
months ended 30 June 2015, also due to the temporary compromise of control and the inability to access accurate
financial information. The TSX prescribes that deficiencies in listing requirements must be cured within 30
calendar days of the suspension date, that is, by 21 October 2015.

On 22 October 2015, the TSX advised the Company that it was going to initiate an expedited delisting review due
to failure to comply with the listing criteria, including issuing the 30 June 2015 financial statements. The
expedited delisting review would have led to an immediate delisting of the Company's Ordinary Shares since the
Company was not in a position to comply with the listing criteria, as itemized above. Accordingly, the Company
made application to delist, which will be effective on 12 November 2015 rather than having this process
adjudicated by the TSX itself.

The Company would like to reiterate that the circumstances of having lost the control of the subsidiaries
determined that the Company was not able to disseminate proper financial information to the market. The Company
was advised by Canadian legal counsel that by voluntarily delisting from the TSX the process to re-list will be
significantly more straightforward than being delisted involuntarily.

In the interests of shareholders, it is the intention of the Board to apply to relist the Company's Ordinary
Shares on the TSX immediately once circumstances permit.

Settlement of financial arrangements with former Executive Chairman Daryl Hodges

Minera would like to confirm details of the settlement of financial arrangements with former Executive Chairman
Daryl Hodges.

Mr. Hodges became a Non-Executive Director of Minera IRL Limited on February 10, 2014 and was appointed
Executive Chairman on March 6, 2015 when Mr. Courtney Chamberlain took a medical leave of absence.

The Company set Mr. Hodges' basic annual compensation as Executive Chairman at $180,000 to be supplemented by
incentive payments upon achievement of certain milestones related to the financing of the Ollachea project and
related matters. A summary of the terms of Mr. Hodges' contract, including termination arrangements, is set out
in the Notice of the 2015 Annual General Meeting (AGM) and Management Information Circular sent to shareholders
on 17 July 2015.

As a comparison, Mr. Chamberlain's basic annual compensation, as Executive Chairman and CEO, was set at
$500,000 from January 01, 2013, being voluntarily reduced to $400,000 on a temporary basis from November 30,
2013. Mr. Diego Benavides, President of Minera IRL S.A. was paid a basic annual salary of $276,000 in 2014 and
received a total compensation of $442,000, which included a bonus of $100,000 in recognition of his work
related to the Ollachea project, and the Don Nicolas project in Argentina from which the Company subsequently
exited after incurring significant losses.

Mr. Hodges was not re-elected as a director at the AGM on August 27, 2015 and has not performed any services
for the Company since that date.

The Company's legal counsel entered into discussion with Mr. Hodges' legal counsel to terminate his contract.
These discussions have now been concluded.

During the period from March to September 2015 Mr. Hodges was paid $105,000 basic compensation in terms of his
contract. He has not been paid any bonuses or incentive payments.

As set out in the Notice of the 2015 Annual General Meeting (AGM) and Management Information Circular, in terms
of his contract Mr. Hodges was entitled to a lump sum of $180,000 on termination and an additional lump sum of
$500,000 upon a change of control, which were both deemed to be triggered as result of him being voted off the
Board. These termination conditions are similar to (though significantly lower than) those of the previous
Executive Chairman, Mr. Chamberlain. The Company and Mr. Hodges have agreed to the following payments in
settlement of all obligations due to him: $15,000 a month from November 2015 to April 2017 followed by a
payment of $10,000 in May 2017. This represents total compensation of US$ 280,000, significantly less than was
stipulated in Mr. Hodges' employment contract.

The Company would like to reiterate that subsequent to the August 27, 2015 AGM, Mr. Hodges has not provided any
services to Minera IRL Limited, and is not involved in any matters related to the Company's current situation.

Progress on Control of the Peruvian subsidiaries

The Company is in the process of dismissing Mr. Diego Benavides from his role as President and General Manager
of the Company's two Peruvian subsidiaries. This process is expected to take several months under Peruvian
corporate law.

The principal cause for the dismissal of Mr. Benavides as Interim CEO was his failure to cooperate with Mr.
Hodges as Executive Chairman, as well as his resistance to changes that Mr. Hodges and the Board wanted to
implement in order for Minera to remain compliant with TSX and AIM corporate governance guidelines.

In addition, allegations against Mr. Benavides have been reported through the whistleblower hotline and
provided by the independent administrator to the Board. Thorough investigation of these allegations has been
obstructed by the actions of Mr. Benavides in not facilitating access to corporate information as described
above.

As previously announced, the Board believes that Mr. Benavides has manipulated Peruvian laws to his advantage,
effectively seizing control of the Minera IRL Limited subsidiary companies, and more particularly, physical
control of all financial records of the companies, both hard copy and electronic. More recently, Mr. Benavides
has taken the unprecedented action of selling gold dore produced from the Company's Corihuarmi Mine to a new
buyer, Kaloti Metals and Logistics. This action was taken without the knowledge or authorization of the
Company's Board. Kaloti Metals and Logistics maintains a precious metals buying office in Miami, FL but does
not refine gold in the United States, this function being performed by the Kaloti Jewellery Group at their
Dubai-based facility. These actions are inconsistent with good corporate governance and entirely contrary to
those expected of a professional placed in a position of responsibility with fiduciary responsibilities, in his
case as President and General Manager, of Minera IRL S.A. and Minera Kuri Kullu S.A.

Peruvian Shareholder Meeting

For the last two months, the Board of Minera IRL Limited has been requesting Mr. Benavides to convene a
shareholder meeting of its direct subsidiary, Minera IRL S.A., a company incorporated in Peru and owned 99.99%
by Minera IRL Ltd. The second shareholder, which owns 1 share (0.01%), is Mr. Felipe Benavides, the son of Mr.
Diego Benavides. The Company has also sought the collaboration of Mr. Armando Lema, Director of Minera IRL
S.A., to assist in the convening of a shareholder meeting; to date this collaboration has not been forthcoming.

The purpose of the shareholder meeting is to remove Mr. Benavides from his position of President and General
Manager of Minera IRL S.A., implement a series of policies and actions aimed at introducing transparency and
good governance practices in all aspects of the Company and its subsidiaries, and investigate allegations of
misuse of Company monies as reported by the independently managed whistleblower program implemented by Mr.
Hodges when he was Executive Chairman.

Every attempt by the Board of Minera IRL Limited to convene the shareholder meeting of its subsidiary has been
rejected by Mr. Benavides, who in practical terms has assumed complete and absolute control of the subsidiary
operations.

Unfortunately, as advised by our Peruvian Counsel, the process of regaining control of the subsidiary may take
several months, particularly as it will be most likely contested in the Courts by Mr. Benavides.

Eric Olson, Chief Operating Officer

Minera would like to confirm that Eric Olson, Chief Operating Officer, has not had permission to enter Peru
revoked by the Peruvian immigration authorities as speculated, nor has he broken any immigration rules. In
common with most expatriates who work in the global mining industry, Mr. Olson works on a rotation system which
includes 6 weeks in Peru, and 2 weeks outside Peru.

Open channel for Shareholders to Minera IRL Board

For those shareholders who have any specific questions with regards to this and/or other announcements from the
Board of Minera IRL, please contact the devoted shareholder email on [e-mail].

Commenting on the announcement, Jaime Pinto, Non-Executive Chairman of the Board, said:

"There remains a lot of conjecture and incorrect statements being made by unauthorized and unregulated parties
concerning Minera IRL and its current and previous management team. Today's announcement sets the record
straight with every statement being fully and legally verifiable. The Board of Minera IRL believes that the
real victims of the disinformation campaign that has been waged through improper channels are both the
shareholders and the local communities in Peru. This ongoing dispute is adding further to the destruction of
the value of the Company. Minera IRL's Board strongly believes that once control of the operating subsidiaries
has been regained, it is our intention to not only relist the Company's shares to trading on the TSX and to
lift the trading suspension on other markets, but also to seek the appropriate finance to build Ollachea
together with the support of the Community, which is the only viable solution to rebuilding value for all
stakeholders."

No stock exchange, securities commission or other regulatory authority has approved or disapproved the
information contained in this news release.

Cautionary Statement on Forward-Looking Information

Certain information in this news release, including information about the Company's financial or operating
performance and other statements expressing management's expectations or estimates of future events,
performance and exploration and development programs or plans constitute "forward-looking statements". Forward-
looking statements often, but not always, are identified by words such as "seek", "believe", "expect", "do not
expect", "will", "will not", "intend", "estimate", "anticipate", "plan", "schedule" and similar expressions of
a conditional or future oriented nature identify forward-looking statements. Forward-looking statements are,
necessarily, based upon a number of estimates and assumptions. While considered by management to be reasonable
in the context in which they are made, forward-looking statements are inherently subject to political, legal,
regulatory, business and economic risks and competitive uncertainties and contingencies.

The Company cautions readers that forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause Minera IRL's actual financial results, future performance and results of
exploration and development programs and plans to be materially different than those expected or estimated
future results, performance or achievements and that forward-looking statements are not guarantees of future
performance, results or achievements.

Forward-looking statements are made as of the date of this news release and Minera IRL assumes no obligation,
except as may be required by law, to update or revise them to reflect new events or circumstances. Risks,
uncertainties and contingencies and other factors that might cause actual performance to differ from forward-
looking statements include, but are not limited to, any failure to obtain or complete project financing for the
Ollachea Gold Project (including the Senior Debt Facility), changes in the price of precious metals and
commodities, changes in the relative exchange rates of the US dollar against the Peruvian nuevo sol, interest
rates, legislative, political, social or economic developments both within the countries in which the Company
operates and in general, contests over title to property, the speculative nature of mineral exploration and
development, operating or technical difficulties in connection with the Company's development or exploration
programs, increasing costs as a result of inflation or scarcity of human resources and input materials or
equipment. Known and unknown risks inherent in the mining business include potential uncertainties related to
the title of mineral claims, the accuracy of mineral reserve and resource estimates, metallurgical recoveries,
capital and operating costs and the future demand for minerals. For additional information, please consult the
Company's most recently filed MD&A and Annual Information Form.

-30-

FOR FURTHER INFORMATION PLEASE CONTACT:

Minera IRL
Eric Olson
COO
[phone]

OR

Canaccord Genuity Limited
(Nominated Adviser & Broker, London)
Henry Fitzgerald-O'Connor
Oliver Donaldson
+ 44 (0)20 7523 8000

OR

Buchanan (Financial PR, London)
Bobby Morse
[phone]

-0-

Minera IRL Limited

[hazl] 05/11/2015 18:25

thank you boadicea

[boadicea] 04/11/2015 23:51

11/2/15
Two brokerage notes on Minera IRL (MIRL.L) (IRL.to) this morning

Today Monday this was published by Shore Capital of London UK. Screenshot of the morning mailer:

MINERA IRL^ (MIRL, NR, CNP) – Minera soap opera: we call on the board to detail ex-Executive Chairman Daryl Hodges’ financial arrangements. The Ontario Securities Commission has handed down a ‘cease trade order’ due to Minera’s having failed to file its interim financials.
Putting aside our Dallas analogy for a moment, we note certain allegations about controversial financial arrangements regarding former Executive Chairman and now purportedly consultant and puppet master Daryl Hodges at a certain blog (hxxp://incakolanews.blogspot.co.uk; we are aware of the blogger’s identity, and believe him to be credible). The gist of the allegations are that Mr Hodges amended his already generous financial arrangements with the company to effectively award himself a very lucrative ‘get rich quick come what may’ scheme, and that this scheme was rubberstamped by Minera’s board - all at the expense of Minera’s long-suffering shareholders.
If untrue, we urge the board to fully disclose the full details of Mr Hodges’ financial arrangements (what they were originally, what they were changed to when, who approved the changes, and what the current board are doing about the matter) to debunk these allegations. Silence on the matter would represent a deafening self-indictment, in our view.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

And this was published by share price Angel, also London UK:

Minera IRL (MIRL LN) SUSPENDED – Statement from the Board of Minera IRL Limited

Minera IRL Limited has issued a further press release this morning relating to a ‘cease trade’ order in Canada.
The ‘cease trade’ order has been made as the board of Mineral IRL Limited did not file its interim accounts by 16 October.

The company also states “Minera IRL expects that the Order will be lifted after the Company files the Financial Materials.”

The statement also refers to the temporary compromise of the company’s Peruvian subsidiary.
It is our view that given the EGM vote to replace the current board that is probably better from a shareholder perspective for the shares to be suspended in both markets.
Shareholders need to decide which party should run this company going forward.
Should it be Diego Benevides, joint founder and director of the Peruvian subsidiaries or the existing board which seem unable to work with Mr Benevides?
We have been made aware of statements from persons supporting Mr Benevides. We will not reveal where these statements have come from but we will say that they provide damming accounts of the behaviour and actions of the board of Minera IRL Limited.
We believe that the board of Minera IRL are disingenuous in their statements.
In our opinion the board of Mineral IRL Limited are not acting in the best interest of shareholders.
That shareholders should support Diego Benevides in voting for the election of a new board.
Investors in the UK stock should send their votes to “Computershare Investor Services (Jersey) Limited, c/o Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom, by not later than 3:00 pm on 24 November 2015.

* share price Angel analysts are expressing their own views and opinions in this analysis. share price Angel has no corporate connection with Minera IRL or its subsidiaries. share price Angel holds no shares in Minera IRL and does not have any current financial arrangements with the company.

[worrier] 04/11/2015 16:35

Cannot see any proxy voting form for the egm resolutions on the mirl website.

[andy] 04/11/2015 08:33

Genuine question, does anyone here still support Hodges?


If so, I suggest you follow this link;

[worrier] 02/11/2015 18:54

Thanks I'll take a look on the site and see if it will accept my vote as Idealing are the Nominated holder of the stock in my name.

[kirk 6] 02/11/2015 16:11

Get them off the website for free

[hazl] 02/11/2015 15:58

That's terrible worried doesn't seem right does it?

[worrier] 02/11/2015 15:42

My stockbrokers at iDealing.com will provide me with the forms for a 30 pound fee. That must have been in the small print when I signed up with them.

[kirk 6] 02/11/2015 13:18

Have you filled in the poxy form? what address are you sending your votes to?

[andy] 31/10/2015 10:59

Haydock,

I'll make it easy for you!

[andy] 31/10/2015 10:37

haydock 28 Oct'15 - 12:19 - 4101 of 4104 0 0

Many thanks to posters on here for the attempts to sort out the situation.
It is to say the least muddy & unclear.
Regards Hay.

---

Not quite sure why you think it's "muddy and unclear"?

I think the situation is very clear, take a look at Hodges "golden parachute" arrangements (set in stone apparently!) and ask yourself whether those are the actions of a genuine CEO.

Then look at the background to Jaime Pinto!

[kirk 6] 30/10/2015 20:19

Criminal scum--------------------------------------------------------------------------------Fri Oct 30 15:35:58 2015 EDT LIMA, PERU, Oct 30, 2015 (Marketwired via COMTEX News Network) -- Minera IRL Limited ("Minera IRL", or the "Company") (TSX:IRL) (AIM:MIRL) (BVL:MIRL) announces that the Ontario Securities Commission (the "OSC") has made an order (the "Order") under paragraph 2 of subsection 127(1) of the Securities Act (Ontario) that trading in the securities of the Company cease until such Order is revoked by the OSC. The Company also anticipates that other securities commissions will issue their own cease trade orders in due course. The Order was issued in response to the Company's failure to file its interim financial statements for the six-month period ended June 30, 2015 and management's discussion and analysis relating to such interim statements (together, the "Financial Materials") by the prescribed deadline. On October 16, 2015, the OSC issued a temporary order in connection with the same matter whereby the trading in the Company's securities ceased for a period of 15 days.On September 21, 2015 the Company announced that due to the actions undertaken by the manager of its Peruvian operating subsidiaries, Minera IRL S.A. and Compania Minera Kuri Kullu S.A., there was a temporary compromise of control of such subsidiaries. On September 29, 2015, the Company further announced that due to such compromise of control, the Financial Materials would not be published by the prescribed deadline.Minera IRL expects that the Order will be lifted after the Company files the Financial Materials.

[loadsamonay] 29/10/2015 09:01

its a complete horicks. Can't even be bothered to understand it. Terrible shame though. So much potential.

[worrier] 28/10/2015 17:01

With what I have gleaned from the bloggers and researchers I am minded to go with Mr Benavides. However this could be a case of a new board being put in place but then presented with a series of legal challenges and points of order by the lawyers.
I fear that Diego may well have the best interests of the company, shareholders and the local population at heart but could fall foul of the strict rules of corporate governance resulting in us losing our ability to trade the shares. I would expect the existing board not to put a (legal) foot wrong.

Conversely if the existing board retain control they might find themselves without the goodwill of the local population and all the (practical) implications that would bring them. Lack of local cooperation (labour) and environmental challenges.

The markets hate uncertainty. I cannot see this being resolved soon regardless of the outcome. Hope I'm wrong. Shame, I've been associated with MIRL for about 6 years now.

Perhaps the best solution would be some form of mediation aided by a neutral third party and a degree of compromise all-round but I've not seen this mentioned by anyone so far.
Worried

[haydock] 28/10/2015 12:19

Many thanks to posters on here for the attempts to sort out the situation.
It is to say the least muddy & unclear.
Regards Hay.

[ianstrain] 28/10/2015 11:50

Hazl, it is certainly not over. Diego Benavides is a co-founder of the company, and his proposed board would be better than the current board. Speak to your broker, see if they will be receiving voting information, and vote as you see fit. By 27th November we will have an outcome!

[hazl] 28/10/2015 11:10

Interesting neudarian,so you are saying it needn't be over if the vote goes a certain way?
There was a mention of Aim in the rns I noticed further down.

IMO

[neudarian] 28/10/2015 11:05

Proactive Investor

[neudarian] 28/10/2015 11:04

Minera IRL (LON:MIRL) SUSPENDED – VOTE FOR EGM resolution to replace directors of Minera IRL
• It is rare that as analyst we offer advice on the voting of EGM resolutions. It is even rarer that we should offer this advice so publicly.
• We have considered statements made by the company Minera IRL (London) and Minera IRL SA (Peru) a subsidiary of Minera IRL in London.
• Minera IRL SA (Peru) are proposing to replace the board of Minera IRL (London) with a set of new directors – we agree with their strategy and with believe this is in shareholders’ best interests.
• A former ceo, Daryl Hodges, was recently ousted in a shareholder vote – we believe shareholders cast their votes correctly in this move.
• Minera IRL (London) are trying to sack Diego Benavides, a founder of the company alongside the late Courtney Chamberlain.
• The board are going through a legal process in Peru to sack Mr Benavides on undisclosed evidence from a ‘whistle-blowers’ hotline in Peru – we believe this is the wrong thing to do as we see Diego Benavides as a dedicated, loyal and critically important character in the running of the mining operation in Peru and important in terms of community relations.
• We see the Corihuarmi gold mine and Ollachea gold project as valuable assets which the company should maintain and progress.
• We do not see the actions of the Minera IRL (London) board as indicating the best strategy for building shareholder value.
• We suspect the board may be happy to allow the default and closure of the Corihuarmi gold mine and the potential sale of the Ollachea gold project which we do not see as being in shareholders’ best interests.
• We view the posting of the ‘Notice of EGM and Posting of Circular’ in an RNS on Friday afternoon in the UK at 2.30pm as designed for investors to miss this announcement.
• We see the holding of the EGM in Toronto as being contrary to the interests of many UK based shareholders who might wish the EGM to take place in London.
• Votes must be cast and received by Computershare in Jersey by 24 November for UK shareholders.
• Minera IRL (London) has published information in Friday’s circular in an attempt to discredit Mr Lema and Mr Jorge Ramos who are proposed as directors of Minera IRL (London) board.
Conclusion: We believe Minera IRL shareholders should support Diego Benavides and the new proposed directors in the EGM vote to reconstitute the board.
* share price Angel analysts are expressing their own views and opinions in this analysis. share price Angel has no corporate connection with Minera IRL or its subsidiaries. share price Angel holds no shares in Minera IRL and does not have any current financial arrangements with the company.

[hazl] 28/10/2015 10:46

That's it then.Disappointing but not unexpected.
Just have to write it off.
Good luck folks with the rest of your investments.



IMO

[kirk 6] 28/10/2015 09:46

what is the current management or the proposed management?

The company sitting on what could be a hugely profitable mine isn't.

[brian boru] 28/10/2015 08:39

Bag O'shyte

[kirk 6] 28/10/2015 07:49

Delisting from tsx !!!!

[kirk 6] 28/10/2015 07:33

How do you plan to vote ? Can you get the forms