Minera Share Discussion Threads

[alasparavolar] 12/11/2015 13:03

Just voted in favour of all EGM proposals i.e. In support of Team Benavides. Viva Peru!

[kirk 6] 11/11/2015 10:35

Can anyone post the premium news article just out??

[kirk 6] 11/11/2015 09:24

Thanks Dave I was waiting for someone to post that as I couldn't locate it after I read it (-:

[investment dave] 11/11/2015 08:56

Kirk I think you missed a bit:

Minera IRL SA

11 November 2015

Shareholders recommend to VOTE FOR ALL the resolutions to be proposed at the Requisitioned Extraordinary General Meeting on November 26, 2015.

Support a new Board proposed by shareholders

to help the recovery of Minera IRL Limited.

The new Board proposed by shareholders will resume the financing process with COFIDE to develop Ollachea, helping unlock value in the Company

London, November 11: A group of concerned shareholders in Minera IRL, representing 10.9% are have convened an Extraordinary General Meeting (EGM), to be held on November 26.

These shareholders, have chosen to intervene in Minera IRL Ltd to help address serious concerns about the governance of the Company, which are seen as affecting financial and key stakeholder relationships.

They recommend their fellow shareholders to VOTE FOR change by appointing 6 new Directors and removing the 3 current incumbent Directors. This vote for positive change by ensuring an independent and experienced governance structure is put in place is for the following key reasons:

ü We need a winning business plan to repair the Company's value

ü A fresh independent Board is needed to implement this change

ü To resume the good relationship with stakeholders

ü There is a need to improve Corporate Governance Standards

We need a winning business plan to repair the Company's value for shareholders

-- Corihuarmi Gold Mine has a life of mine (LOM) until mid-2017, with strong potential to increase the LOM to 2019, through a minor investment in a drilling programme, which the new Board will promote; and

-- The development of the flagship Ollachea project was jeopardized by the actions of the former Executive Chairman Daryl Hodges and by recent comments made by current Non Executive Chairman Jaime Pinto. A new Board is required to repair links with the Ollachea community and provide continuity and effective management going forward.

The Way Forward - The Requisitionist shareholders' business case is seen as providing better value for shareholders; key elements are:

-- Under a stable and effective new Board, the Company will be much better placed to secure necessary funding. COFIDE, Peru's state-owned development bank, will structure a debt facility of up to $240m under which Jorge Ramos will sit on the otherwise predominantly independent Minera Board;

-- The resuming of this financing will help build the Ollachea gold Project in the South of Peru, and to extend the lifespan of the Corihuarmi mine; and

-- Bringing a halt to costly remuneration practices that has seen the former Executive Chairman potentially receiving US$1,035,000 for a seven month period from March to December 2015. This include a 'Golden parachute' termination clause of USD500,000 being provided for the former Executive Chairman in the advent of a change-in-control, and a payment to him each month of USD15,000 since his removal from the Board.

A fresh independent Board is needed to implement this change

A new Board will: be more independent; help improve corporate governance at the Company; and mean a reduction in the reputational risk profile of the Company.

The Board proposed by the shareholders includes: Jorge Luis Ramos, CEO of COFIDE; Julian Bavin, former CEO of the Americas of Rio Tinto; Leonard Harris, former CEO of Minera Yanacocha (Newmont); Frank O'Kelly, former member of JP Morgan; Armando Lema, Partner in Estudio Thorne, Echeandia & Lema; and Diego Benavides, Company co-founder and President of Minera IRL S.A. and Compañia Minera Kuri Kullu S.A.

The present Board is too small and lacks the sufficient direction to tackle the Company's problems which include: a) recent mismanagement of the Company; b) the lack of confidence from shareholders and stakeholders and c) potentially jeopardising the flagship Ollachea project. When the former Executive Chairman was voted off the Board the Company was left with only two directors.

The New Board Incumbent Board
---------------------------------- ----------------------------------------
ü More independence × There are too
- Independent directors few independent directors
form the majority of to consider the various
nominee slate committees function independently
---------------------------------- ----------------------------------------
ü Improved board × With only three
functioning with a doubling directors, the Board
of the board size is seen to be short on
experience.
---------------------------------- ----------------------------------------
ü Increased experience × The two most recently
- the six new directors appointed directors,
have over 120 years of based in Canada and Peru,
mining experience have not visited the
key assets or the Community.
---------------------------------- ----------------------------------------
ü The key mine asset × Potential closure
will be kept open and of Corihuarmi mine
developed
---------------------------------- ----------------------------------------
ü Continued support × Risk of loss of
from the main funder US$ 240m loan facility
(COFIDE) through the from COFIDE and triggering
existing structure mandate of demand for US$70m
which needs to be revived repayment
---------------------------------- ----------------------------------------
ü Ollachea Community × Risk for the community
support will be restored to continue the shut
at what was considered down of the Ollachea
to be a best practice project
case study under the
guidance of Mr Benavides,
one of the nominees
---------------------------------- ----------------------------------------


-- The Board turnover has been high over the last two years with at least four directors leaving the Board for a variety of reason from 2014-15;

-- One of the incumbent directors, Mr Pinto, has not been voted upon by shareholders as he was appointed within hours of the AGM, as a stopgap in order to ensure that there were at least three directors on the Board, as per the Company's Articles of Association;

-- The expertise and experience of the current Board of three non-executive directors is lacking compared to the Proposed Directors, who have direct and recognized experience of developing mining projects in Peru, and collectively have over 120 years' experience in mining; and

-- The current Board is seen as being conflicted and too close to the deposed former Executive Chairman, Daryl Hodges, who was voted out decisively by shareholders (with 91.72% voting against his re-election) at the 2015 AGM following actions which damaged the relationship with the Peruvian community and jeopardized development of operations.

The consequences of Mismanagement of the Company by former Executive Chairman Daryl Hodges has to be addressed, and the present Board is not suitable to achieve this. The new Board's qualities include:

-- Their expertise amounts to 120 years in mining and also covers, corporate affairs, finance and community relations;

-- Of the six Proposed Directors, four are independent under the Canadian National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101) and the UK Corporate Governance Code. Mr.Jorge Ramos may also be considered to be independent as there are no conflict of interests being an employee of COFIDE, which, as a development bank has no direct connection with the economic sector (mining) in which Minera IRL operates; and

-- The Head of the Key subsidiary has been selected to join an independent Board of specialists that will help improve the fortunes of the Company and bring extensive mining related experience to resolve the issues that have been building at the Company.

To resume the good relationship with stakeholders

Improved relationships with funders - Under a stable and effective new Board, the Company will be much better placed to secure necessary funding. COFIDE, Peru's state-owned development bank, will structure a debt facility of up to $240m under which Jorge Ramos will sit on the otherwise predominantly independent Minera IRL Board.

Improved relationships with the local community and employees - Maintaining good relationships with the Ollachea community is essential to develop the Company's flagship project.

-- The Ollachea Community Board of Directors have informed the subsidiary, Compañia Minera Kuri Kullu S.A., that they consider the allusions to manipulation, made by the current Board in the EGM Circular, to be offensive and also that the statements made by the Non-Executive President, Jaime Pinto, regarding Community support, are not appropriate; and

-- The election of the Proposed Directors will serve to repair relations with the Ollachea community, and one Board nominee, Mr Diego Benavides, has been uniquely appointed to be an Honourable Community Member by the Ollachea community, and is well placed to repair the relations with the community.

There is a need to improve Corporate Governance Standards

Little mention is made of this key area of interest for shareholders and this may have led to the:

-- Proxy advisers having made negative vote recommendations against the Company in the recent past, with ISS recommending against three resolutions (including one of the current directors, Mr Jones); and that

(MORE TO FOLLOW) Dow Jones Newswires

[kirk 6] 11/11/2015 07:08

Plus500Minera IRL SA Minera IRL shareholders should back EGM proposalsSource: RNS Non-RegulatoryMinera IRL SA11 November 2015

[alasparavolar] 10/11/2015 21:11

If so how long might they be staying?

[alasparavolar] 10/11/2015 21:04

Are some of Team Hodges already in Lima?http://incakolanews.blogspot.co.uk/2015/11/minera-irl-irlto-mirll-fasken-seems.html?m=1

[bcomms] 10/11/2015 17:27

Mining Journal article on Minera IRL - 10 November 2015

Minera board swats back charges
Minera IRL non-executive director Robin Fryer has denied the current board is guilty of anything other than corporate governance naïvety for its part in a crisis that is likely to cost the company its listing, instead blaming the head of its local Peruvian subsidiaries Diego Benavides for a lack of co-operation and respect for the listed parent company.
• Chris Cann
• 10 Nov 2015
• 12:09
• Feature

Minera’s London-based board expedited delisting procedures late last month after claiming to lose control of its Peruvian gold assets – the declining Corihuarmi gold mine and Ollachea gold development – in September, when Benavides excluded appointed representatives from the local subsidiary’s office.
Some industry commentators have accused the board of failing to act in the best interests of shareholders with suggestions that the board may be deliberately allowing the company to fall out of the public eye so the assets can be stripped.
Fryer told Mining Journal this week suggestions of asset stripping “could not be further from the truth”. He said the board planned to voluntarily delist Minera before the TSX revoked its listing, an inevitability according to Fryer given the company was unable to meet its financial reporting obligations without access to local accounts and gold sales information.
The board had been advised it would be cheaper and easier to relist after a voluntary hiatus than if the company was kicked off its various bourses. Minera’s primary listing is in Toronto, it has a secondary listing on London’s AIM and a tertiary listing in Peru.
Benavides recently instigated an EGM for later this month at which he will present a fresh board of directors comprised of himself and five others to replace the three-strong board of Fryer, non-executive director Douglas Jones, and non-executive chairman Jaime Pinto.
Separately, the Minera board this week called for an EGM for its Peruvian subsidiary at which it would use its position as majority owner to remove Benavides.
In light of these two meetings, the contest for control over Corihuarmi and Ollachea has descended into mud-slinging.
Underlying the grave allegation that the board intends to strip the company of its assets, the incumbents have been accused of making inappropriate payments to former executive chairman Daryl Hodges who was voted off the board in August; installing local ‘whistleblower’ facilities to falsely link Benavides to improprieties that are subject to criminal investigation; and scuttling gold sales to place the company in danger of falling short of fiscal obligations, which forced Benavides to find alternative buyers.
Not surprisingly, Fryer denies all charges.
He said the terms of Hodges’ remuneration package were in line with those of other senior executives, though actually more modest, and were incentive-based. Further, negotiations recently concluded over the final pay-out figure had come in “significantly” under the number stipulated by the contract.
He said the whistleblower hotline had been set up as part of a continuing effort to improve corporate governance and the timing of allegations made through the hotline, around the same time the board moved to fire Benavides, was unfortunate. The two issues were apparently unrelated and the board had already been discussing how best to handle ongoing issues with Benavides when the hotline was installed.
Fryer said the idea the board would restrict the sale of gold from Corihuarmi was ridiculous and instead claimed the regular trader with whom Minera had been dealing had refused to continue the business relationship in light of the internal ructions. He said gold sales could still have been made directly to the refiner but it was Benavides who decided to offload the gold to a trader in Miami.
Ultimately, Fryer said the problems to date were the result of Benavides’ unwillingness to accept the board’s ultimate control and authority over the 99.9%-owned Peruvian subsidiary that owns and operates the gold assets following the death of former chief executive Courtney Chamberlain in April this year, at which point Benavides was installed as interim chief executive.
He acknowledged Minera did not have the proper corporate governance structures in place to ensure the continuation of smooth operations since Chamberlain’s passing, though every effort had been made to install such structures, which Benavides had resisted.
Those structures included a financial administration officer (FAO) based in the Peru offices to assist the Canadian-based chief financial officer, who has since resigned, and the London-based board in financial reporting; and the whistleblower hotline. Fryer said Benavides had excluded both the FAO and chief operating officer Eric Olson from the Peruvian offices.
He said despite accusations the board was looking to take the company private, a board led by Benavides was the real threat to Minera’s publicly traded future because neither the TSX nor AIM was likely to allow Benavides – a man under criminal investigation – to serve as a director. He also called the suitability of other proposed directors into question.
It is worth noting Benavides claims to have initiated criminal proceedings against the Minera board.
Fryer said Benavides was an effective operator who had done a good job with the Minera assets but was not the right person to execute the financing arrangement for Ollachea, which had seemed a formality around time of, and shortly after, Chamberlain’s death.

[alasparavolar] 09/11/2015 14:12

Just a suggestion. After all it is a company registered in Lima and subject to Peruvian law.

[kirk 6] 09/11/2015 13:00

alasparavolar - then that is a fixed EGM and can be classed a scam . Surely that is illegal ANDY?

[kirk 6] 09/11/2015 12:59

so we have to vote in another EGm????

[alasparavolar] 09/11/2015 12:47

EGM could be held in Lima. Arrangements could be made for Team Hodges attendance.

[investment dave] 09/11/2015 12:35

Interesting story occurring here. Should be a film made out of this eventually.

[bcomms] 09/11/2015 09:30

TSX SYMBOL: IRL
AIM, LMA SYMBOL: MIRL

November 9, 2015

Minera IRL Limited Calls for an Extraordinary General Meeting ("EGM") of Its Peruvian Subsidiary, Minera IRL
S.A.

LIMA, PERU--(Marketwired - Nov. 9, 2015) - Minera IRL Limited ("Minera IRL", or the "Company")
(TSX:IRL)(AIM:MIRL)(BVL:MIRL) announces that it has requested through a letter that was delivered through
notarized certification on October 27, 2015, that a shareholder EGM of its 99.99% owned subsidiary Minera IRL
S.A. be convened to adopt the following resolutions: (i) removal of the current members of the Minera IRL S.A
Board, and appoint new Directors; (ii) Remove the General Manager of Minera IRL S.A; (iii) Appoint a new
General Manager; (iv) Repeal powers of attorney.

In accordance with article 117 of Peruvian Corporations Law, the Board of Directors of Minera IRL S.A. is
mandated to call for such EGM by no later than November 11, 2015.

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 Company management and operating
performance; statements regarding the Financial Materials, the Order, and the actions of the securities
regulatory authorities; 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, difficulties in respect of management of the Company,
inability to complete fulfil requirements prescribed by stock exchanges and securities regulatory authorities,
any failure to obtain or complete project financing for the Ollachea gold project, 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.

FOR FURTHER INFORMATION PLEASE CONTACT:

Minera IRL
Eric Olson (COO)
[phone]

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

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

Minera IRL Limited

[andy] 08/11/2015 18:59

kirk6,

Not sure what you mean by "not acting by law"?

As I see it he negotiated an excellent contract in his own interest, and most CEO's do that, so nothing unusual there. Most CEO's act in their own interest rather than that of their shareholders, the true owners of the company, in my opinion.

There is nothing new in what Hodges has done, I just hope his side lose the vote or it will be all over here IMHO.

[kirk 6] 08/11/2015 13:11

He will get what is coming to him anyway company or no company

[kirk 6] 08/11/2015 13:08

Andy - can you not see hodges is not acting by law? He is not acting in shareholders best interests!

[andy] 08/11/2015 12:14

When Hodges was installed he negotiated an excellent deal including a severance deal and a huge parachute payment.

That was an agreed contract,so now MIRL are obligated to pay it!

As you can see, he aligned his own interests with those of his shareholders, who are the real owners of the company! NOT.

I doubt they can break the contract, unless they can find something untoward.

[vish65] 07/11/2015 17:18

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.

Obligations for what ?

[hazl] 06/11/2015 11:26

Thankyou hutch I am not upto speed here these days!

[hutch_pod] 06/11/2015 11:03

Just in case not seen - SPAngel today.

Minera IRL (MIRL LN) SUSPENDED – Minera IRL RNS clarifies previous RNS. We continue to support the removal of the board in the forthcoming EGM

Minera IRL Limited have issued yet another series of clarifications to the information they released in the company’s previous RNS. We suspect the company’s Nomads will have reminded the board of the rules of the AIM market (LSE).
The title of the RNS is “Response to False Media Speculation” but we feel this is a red herring designed to disguise the real purpose of the press release which we feel is to clarify elements of previous statements.
It is interesting that these statements are put out under the name of Eric Olson, the company COO, though Mr Olson is not on the board. We assume Mr Olson’ name is used with his consent but we have been told that the press releases originate with a main board director.
We are also told that certain people had discussions relating to the sacking of Diego Benavides before the Whistle Blowing Hotline was set up. The allegation being that the hotline was set up as a mechanism to oust Mr Benavides under Peruvian law.
We have recently spoken to directors of Minera IRL Limited, Minera IRL SA and other persons related to the company. We feel we now have a fuller understanding of who the good guys are in this story and we feel we are supporting the right team in this particular board room scuffle.
We have also been made aware of statements giving support to the actions and statements of Diego Benavides from people who have been extremely close to the operation of the company.
We continue to support Diego Benevides in his actions to replace the board of Minera IRL Limited and that this move should enable the company to get back on track and serve shareholders in more productive manner.

[andy] 06/11/2015 09:31

Jaime Pinto, I see some articles about him have been removed from viewing by European based users under data privacy laws, I wonder why?


Hodges "no longer involved", pull the other one Buchanan!

[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.

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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]

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Minera IRL Limited