Minera IRL Limited Minera IRL Limited: Notice of EGM and Posting of Circular

 
TIDMMIRL 
 
Minera IRL Limited: Notice of EGM and Posting of Circular 
 
FOR:  MINERA IRL LIMITED 
 
AIM, LMA SYMBOL:  MIRL 
TSX SYMBOL:  IRL 
 
October 23, 2015 
 
Minera IRL Limited: Notice of EGM and Posting of Circular 
 
LIMA, PERU--(Marketwired - Oct. 23, 2015) - Minera IRL Limited ("Minera IRL" or the "Company") 
(TSX:IRL)(AIM:MIRL)(BVLAC:MIRL) announces that it is convening an Extraordinary General Meeting ("EGM"). A 
Notice of EGM, Management Information Circular (the "Circular") and Form of Proxy are today being posted to 
shareholders and will be made available on SEDAR and the Company's website at www.minera-irl.com. The EGM will 
be held on the 24th Floor at 333 Bay Street, Toronto, Ontario M5H 2T6, on 26 November 2015 at 10:00 a.m. 
Toronto time (3:00 p.m. GMT). 
 
Background 
 
On October 7, 2015, the Company received a requisition (the "Requisition") to convene an EGM of the Company 
from two of its shareholders, Compania Inversora en Minas S.A. and Cavali S.A. I.C.L.V. (the 
"Requisitionists"). 
 
The Requisition was made under the Companies (Jersey) Law 1991 (the "Jersey Companies Law"). The Requisition 
proposes a series of resolutions relating principally to the removal of the existing directors of the Company 
and their replacement with persons proposed by the Requisitionists. 
 
The purpose of the Circular is to: 
 
/T/ 
 
=-  convene the EGM; 
=-  set out the views of the board of directors of the Company (the "Board") 
    in relation to the resolutions proposed by the Requisitionists; and 
=-  include a statement of not more than one thousand words setting out the 
    views of the Requisitionists in relation to the proposed resolutions. 
 
/T/ 
 
The key information from the Circular is included at the end of this announcement, including a recommendation 
from the Board that shareholders VOTE AGAINST all resolutions proposed at the EGM. 
 
Forms of Proxy 
 
A form of proxy for use at the EGM will be enclosed with the Circular and should be completed, signed and 
returned in accordance with the instructions thereon as soon as possible but in any event so as to be received 
by the Company's registrars, Computershare Investor Services (Jersey) Limited, c/o Computershare Investor 
Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom, by not later than 10:00 a.m. 
Toronto time (3:00 p.m. GMT) on 24 November 2015. Shareholders on the Canadian Registry may instead return 
their proxy (so as to be received within the same deadline) to Computershare Investor Services Inc., Attention: 
Proxy Department, 100 University Avenue, 8th Floor, North Tower, Toronto, Ontario M5J 2Y1 Canada. The 
completion and return of a form of proxy will not preclude shareholders from attending and voting in person at 
the EGM should they wish to do so. 
 
No stock exchange, securities commission or other regulatory authority has approved or disapproved the 
information contained in this news release. 
 
PART 1 - STATEMENT OF THE BOARD OF DIRECTORS OF THE COMPANY 
 
BACKGROUND 
 
On October 7, 2015, Minera IRL Limited (the "Company") received a requisition (the "Requisition") to convene an 
extraordinary general meeting ("EGM") of the Company from two of its shareholders, Compania Inversora en Minas 
S.A. and Cavali S.A. I.C.L.V. (the "Requisitionists"). 
 
The Requisition was made under the Companies (Jersey) Law 1991 (the "Jersey Companies Law"). The Requisition 
proposes a series of resolutions relating principally to the removal of the existing directors of the Company 
and their replacement with persons proposed by the Requisitionists. 
 
The purpose of this circular is to: 
 
/T/ 
 
=-  convene the EGM; 
 
=-  set out the views of the board of directors of the Company (the "Board") 
    in relation to the resolutions proposed by the Requisitionists; and 
 
=-  include a statement of not more than one thousand words setting out the 
    views of the Requisitionists in relation to the proposed resolutions. 
 
/T/ 
 
The EGM will be held on the 24th Floor at 333 Bay Street, Toronto, Ontario M5H 2T6, Canada on 26 November 2015 
at 10:00 a.m. Toronto time (3:00 p.m. GMT). The Board recommends that shareholders VOTE AGAINST all of the 
resolutions proposed at the EGM. 
 
INTRODUCTION 
 
On March 6, 2015, the Company's Executive Chairman, Mr. Courtney Chamberlain, took a medical leave of absence 
and asked a non-executive Director, Mr. Daryl Hodges, to assume the role of Executive Chairman with immediate 
effect, a recommendation which the Board approved. Mr. Chamberlain sadly passed away the following month. In 
May 2015 Mr. Hodges recommended, and the Board approved, the appointment of Mr. Diego Benavides, the president 
of the operating subsidiaries in Peru, as Interim CEO. 
 
Following the appointment of Mr. Benavides, it became apparent to the Board that he was unwilling to cooperate 
with Mr. Hodges in his role as Executive Chairman; the Board believes Mr. Benavides took a number of steps to 
undermine Mr. Hodges authority as discussed more fully below. These actions were a major factor in the Board's 
decision to remove Mr. Benavides from his role as Interim CEO on August 24, 2015. 
 
In September 2015 Mr. Benavides took de facto personal control of the Company's two wholly-owned Peruvian 
subsidiaries in violation of his fiduciary responsibilities and international standards of corporate 
governance. 
 
The extraordinary actions taken by Mr. Benavides include the following: 
 
/T/ 
 
=-  Precluding the parent Company's Chief Operating Officer and Vice- 
    President Administration and Finance from carrying on their duties and 
    entering the subsidiaries' offices in Lima 
=-  Commencing proceedings to terminate without cause the employment of 
    several key senior employees of the subsidiaries regarded as being 
    sympathetic to the current Board, including the Vice-President 
    Exploration and Environmental Manager 
=-  Failing to provide the Board and officers of the Company with 
    operational and financial information to enable them to carry out their 
    duties, thereby preventing the Board from issuing interim financial 
    statements to shareholders 
=-  Failing to call a shareholder meeting of Minera IRL S.A. when asked to 
    do so by the Company as the controlling shareholder of Minera IRL S.A. 
 
/T/ 
 
This led to a press release on September 21, 2015 announcing the temporary compromise of control of the 
subsidiaries and the suspension of trading, a necessary but unfortunate step that prevents shareholders from 
dealing in the Company's shares. 
 
The Company sought the intervention of Mr. Armando Lema who, following the passing of Mr. Chamberlain, is the 
only other Director of Minera IRL S.A. besides Mr. Benavides, to assist in the Company's efforts to regain 
control of its subsidiaries and call a shareholders' meeting. Mr. Lema has served as a director of Minera IRL 
S.A. since 2010. He failed to cooperate. Mr. Lema is one of the persons that the Requisitionists propose be 
appointed to the Board of the Company. Mr. Lema is currently a Partner at Thorne, Echeandia & Lema Law Firm in 
Lima. Mr. Lema was formerly a Partner at Lema, Solari & Santivanez Law Firm (LSS S.A.C.). LSS S.A.C currently 
has an outstanding tax debt for approximately US$1 million (including principal, interest and penalties), a 
debt that is owed to the Peruvian Tax Authority, SUNAT, and is under enforced collection, as shown in SUNAT's 
public registry. 
 
The Company has also sought a meeting with Mr. Enzo Defilippi, the President of COFIDE, the Peruvian 
Development Bank and underwriter of the $70 million bridge loan finalized in June 2015, to discuss the serious 
transgressions of corporate governance outlined above. To date, COFIDE has ignored these requests for a 
meeting. Mr. Jorge Ramos, General Manager of COFIDE, is one of the persons that the Requisitionists propose be 
appointed to the Board of the Company. 
 
The Board is of the opinion that, as a Peruvian and an official of COFIDE, Mr. Ramos would be unsuitable as a 
member of the Board because of provisions of Peruvian law. The Board considered article 161, paragraph 4 of 
Peru's Corporation Law, which reads: 
 
"Article 161. Impediments. Cannot be members of a Board: 
 
(4) Officials and public servants, that render services in public entities whose activities are directly 
related to the economic activity in which the corporation carries out its entrepreneurial activity, except in 
the case were they represent the State's participation in such corporations." 
 
Although this is a matter of analysis under Peruvian law, the Board feels strongly that there would be a 
conflict of interests in appointing Mr. Ramos to the Board of Directors of Minera IRL Limited. While the 
relevant law in respect of the Requisition is the Jersey Companies Law, the Board believes that Mr. Ramos is 
not an appropriate person to be appointed given that the Company's operations are located in Peru. 
 
The Directors are of the view that Messrs. Benavides, Lema and Ramos, would most likely be determined by the 
stock exchanges on which the Company's shares are listed, to be unfit to serve as Directors of the Company. 
 
The Company's Nominated Adviser, Canaccord Genuity, was not consulted by the Requisitionists in advance of the 
Requisition being made and Canaccord Genuity has not been offered any due diligence information on the proposed 
directors in addition to that set out in the Requisition. In order to fulfil its duties as Nominated Adviser to 
the Company, Canaccord Genuity would be required to undertake full due diligence on each such director and be 
satisfied with the constitution and efficacy of the Company's board (as stipulated in the AIM Rules for 
Nominated Advisers). Canaccord Genuity has informed the Company that in the event that it is unable to fulfil 
these obligations in its absolute discretion, it would have no choice but to resign as the Company's Nominated 
Adviser with immediate effect. In this instance, under the AIM Rules for Companies, the Company's shares will 

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October 23, 2015 09:30 ET (13:30 GMT)

remain suspended from trading on AIM and if a new Nominated Adviser is not appointed within one month of the 
previous Nominated Adviser ceasing to act, then the admission to trading on AIM will be cancelled. 
 
The Board therefore recommends that shareholders vote against the appointment of Messrs. Benavides, Lema and 
Ramos to the Board. Furthermore, the Board recommends that shareholders vote against the other persons that the 
Requisitionists propose be appointed to a board which includes Messrs. Benavides, Lema and Ramos. One of them, 
Mr. Francis O'Kelly, has been a long term consultant to the Company and would most likely not pass the 
definition of an Independent Director. 
 
Accordingly, the Board recommends that shareholders vote against all resolutions, the effect of which would be 
to retain the current Board. 
 
Robin Fryer and Douglas Jones were elected to the Board by shareholders at the Annual General Meeting on August 
27, 2015 and Jaime Pinto, a prominent Peruvian lawyer, was appointed by them after due consideration more fully 
described below, to fill a vacancy on the Board. These three Directors should remain in office until the next 
annual general meeting in accordance with the Company's Articles of Association (the "Articles"). 
 
RESPONSE TO STATEMENT PROVIDED BY THE REQUISITIONISTS 
 
The Board recommends that shareholders vote against all resolutions, the effect of which would be to retain the 
current Board. 
 
The following paragraphs are a response to the points made by the Requisitionists in accordance with Article 
17.4 of the Articles. Their statement is reproduced later in this circular. 
 
a) Mismanagement: 
 
As discussed below in the sections on Community and Corporate Governance, the Board believes the damage to the 
relationship with the Community was deliberately orchestrated by Mr. Benavides in order to destroy the 
prospects for Mr. Hodges' re-election at the annual general meeting held on 27 August 2015. As outlined above, 
the corporate governance crisis was caused by Mr. Benavides seizing direct personal control of the operating 
subsidiaries. 
 
b) Community: 
 
Mr. Daryl Hodges agreed to travel to Ollachea to meet the community leaders in July 2015 after several 
requests, starting in April, to Mr. Benavides that he should be introduced to the Ollachea Campesino Community 
("OCC"). Furthermore, a letter from the community was received on June 2, 2015 stating concerns that they did 
not know the successor to Mr. Chamberlain. This was followed by a letter on June 4, 2015 requesting Mr. Hodges 
come to an event in July 2015 at Ollachea. Mr. Hodges did not go to the July 2015 meeting with the intention of 
renegotiating anything with the OCC, only to be introduced to the leadership of the OCC and to state that the 
company would honour its commitments with the community. It is clear to the Board that this July 2015 meeting 
was orchestrated by Mr. Benavides in advance. The Board believes Mr. Hodges was intentionally misinformed by 
Mr. Benavides and his community team as to the purpose of the visit; at the time of the visit Mr. Hodges was 
provided a list of points to discuss with the community, and advised he should respond to questions. The first 
question, from the President of the Ollachea community, was why Diego Benavides was not appointed as Chief 
Executive Officer. Mr. Hodges declined to get into details of Board decisions and affirmed to the community 
that Mr. Benavides would be directly involved with the community. The Board believes that the subsequent press 
leaks in August regarding Mr. Hodges' comments at the meeting, which resulted in the stoppage of the proposed 
drilling programme, was the end-objective of Mr. Benavides' actions, with a view to placing Mr. Hodges in a 
situation where he would not be re-elected as a director because of lack of OCC support. 
 
c) Corporate Governance Crisis: 
 
i) The decision to dismiss Mr. Benavides as interim CEO of the Company was principally due to his unwillingness 
to accept the leadership of the Executive Chairman, Mr. Hodges and to take direction from him and, in 
particular, his inexplicable resistance to the implementation of Good Corporate Governance (GCG) policies, 
internal control systems and related procedures, which were being reviewed and strengthened as part of the 
Company's ongoing compliance with relevant stock exchange listings rules. 
 
For the purpose of designing and implementing the GCG the Board contracted with the consulting firm Ernst & 
Young ("EY") to provide independent advice on the design and implementation of these policies. The scope of the 
EY mandate included the implementation of the following: Ethics Code of Conduct; Anti-corruption Policy; Tax 
Fraud and Money Laundering Manual; Conflict of Interest Policy and Whistle-blower hotline. 
 
To date no reasonable rationale has come forth to explain the consistent resistance of Mr. Benavides to these 
GCG initiatives. What is clear is that Mr. Benavides chose to disobey directives from Mr. Hodges and the 
properly elected Board. On the contrary the Board believes 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. 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. 
 
ii) The overwhelming vote of the shareholders not to re-elect Mr. Hodges was a consequence, the Board believes, 
of the manipulation by Mr. Benavides of the visit by Mr. Hodges to the OCC in the town of Ollachea and the leak 
of a press statement from the President of the Ollachea community, as described above. The actions of Mr. 
Benavides in this specific case are consistent with the undermining and harassment of Mr. Daryl Hodges (and 
other key employees of Minera IRL Limited), as witnessed in the build-up to the July 2015 meeting with the 
community. 
 
iii) The suspension from trading in the AIM Market was a direct consequence of the material event reported in a 
press release dated September 21, 2015 regarding the temporary compromise of control of the Peruvian 
subsidiaries. The same day the Company issued a second press release: "Minera IRL Limited Announces Process of 
Removing Former Company Executive from Role with Peruvian Subsidiaries, Commencement of Criminal Proceedings 
and Corihuarmi Update". As a result of Mr. Benavides actions a further press release was required on September 
29, 2015: "Minera IRL Limited Announces Delay to Publication of Half-Yearly Report". The delay resulted from 
the inability of the Board to access the financial records of the subsidiaries. 
 
After Mr. Robin Fryer was appointed to the Board following the passing of Mr. Chamberlain, the Board started 
the process of evaluating candidates who are in Peru to strengthen the Board. After due consideration the Board 
decided to appoint Mr. Jaime Pinto, a prominent Peruvian lawyer who has served as an Executive Director 
representing Peru, Chile and Ecuador at the Inter-American Development Bank headquartered in Washington, DC, to 
the Board. This decision was reached after the notice of the annual general meeting was issued on July 17, 
2015. The Board was advised not to appoint Mr. Pinto to the Board until after the annual general meeting on 
August 27, 2015, given that Mr. Pinto's election was not included in the notice of meeting. He was therefore 
appointed immediately following the meeting. 
 
iv) The Board is also reviewing the bridge financing obtained by Minera IRL S.A. in June 2015 in the amount of 
US$ 70 million, and the way the transaction was structured, which included the participation of Inversiones y 
Asesorias Sherpa S.C.R.L ("Sherpa") as advisor to the company in return for fees, options, and royalties. The 
board had been advised by Mr. Benavides that Sherpa was an exclusive agent of COFIDE, and their role was 
demanded by COFIDE. It was subsequently determined by Mr. Hodges, as Executive Chairman, that Mr. Benavides' 
assertion was not true. 
 
d) Increase of Number of Directors: 
 
The Board considers the ideal number of Directors for a company of Minera IRL Limited's size to be four or 
five, not six. The Board has started the process of considering candidates to increase the size of the Board 
but the Requisition has caused the Board to suspend this process. 
 
e) Dismissal of Mr. Benavides: 
 
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 aggressive resistance to changes that Mr. Hodges wanted to make to 
improve corporate governance. 
 
The introduction of the whistleblower hotline, for example, has proven to be effective, and is in widespread 
use in international corporations and is mandated under the Equator Principles. Allegations over a broad 
spectrum have been reported through the whistleblower hotline and provided by the 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. 
 
The Company's legal counsel tried to meet with Mr. Benavides to discuss the whistleblower allegations against 
him personally. When a meeting was finally arranged Mr. Benavides failed to attend. 
 
f) Purpose of Appointments: 
 
The Requisitionists suggest that the proposed Board members would bring experience in developing mining 
projects in Peru, implying that such experience was lacking in the current Board and management. In 
anticipation of developing the Ollachea project, the Company hired Mr. Eric Olson, an American mining engineer 
with direct experience in developing open-pit and underground mining projects in Latin America. Mr. Olson 

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serves as the Company's Chief Operating Officer and is well qualified to lead the Ollachea development. 
 
Mr. Olson has the support of a highly experienced Board. Mr. Jaime Pinto is a Peruvian lawyer and member of the 
Board of Lupaka Gold Limited, a publicly traded junior mining company listed on the TSX, and has significant 
Board experience in Peru and abroad, including as past Chairman of the Board of Mantaro Peru S.A.C, the 
Peruvian subsidiary of Stonegate Agricom Ltd, a TSX-listed Company. 
 
Mr. Robin Fryer is a chartered accountant and CPA and served as the Global Mining Industry Leader for the 
consulting firm of Deloitte; he is currently a Director and audit committee chairman of Shanta Gold Limited, 
listed on AIM. Dr. Douglas Jones is a geologist and has extensive international experience in senior management 
and as an executive Director of ASX-, TSX- and AIM-listed mining and exploration companies. 
 
RESOLUTIONS AND RECOMMENDATIONS 
 
The Requisitionists proposed 11 special resolutions in their Requisition. Proposed resolution 1 reads as 
follows: 
 
"That recognising the concerns which have been raised in respect of the management of the Company and the 
proposal to bring about a change in such management pursuant to the following resolutions and that it being 
considered to be in the best interests of the Company that the business of the Company and its subsidiaries and 
affiliates be preserved until such management change proposals have been considered at the EGM and 
notwithstanding the terms of Article 27 or any other provisions of the Articles, that during the period from 
the receipt of notice of the requisition of the EGM until the date of the EGM the Company shall not and shall 
not enter into any agreement or arrangement to, and the Company shall procure that its subsidiaries and 
affiliates shall not and shall not enter into any agreement or arrangement to, directly or indirectly dispose 
of any of its or their business, assets or operations (including without limitation any interests held in any 
mines) at any time, that any purported disposal is not approved by the Company and is to be terminated, save 
only to the extent that the Board of Directors as constituted immediately following the EGM may resolve 
otherwise." 
 
This resolution cannot be properly put to the meeting because it purports to impose restrictions on the Company 
which relate to a period prior to the date on which the resolution would be considered by the shareholders. It 
is not possible for shareholders to impose restrictions on the Company which relate to a period which will 
already have passed. Shareholders may only impose restrictions on future conduct. 
 
This position is supported by article 27 of the Company's Articles which provides that "no regulations made by 
the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if 
such regulations had not been made". 
 
The remaining ten special resolutions relate to the proposed removal of the existing Board and appointment of 
six new Directors. 
 
The Board recommends that shareholders vote against all resolutions. 
 
PART 2 - STATEMENT MADE BY THE REQUISITIONISTS 
 
In accordance with Article 17.4 of the Articles, the Requisitionists are entitled to prepare and have 
circulated a statement of not more than 1,000 words in respect of the Requisition and the related business to 
be dealt with at the EGM. The Requisition was sent to the Company in the form of a circular which was in excess 
of 1,000 words. The statement of the Requisitionists (set out below) has been reduced in length accordingly. 
 
STATEMENT BY THE REQUISITIONISTS IN ACCORDANCE WITH ARTICLE 17.4 OF THE ARTICLES OF ASSOCIATION 
 
By virtue of the Articles, this part of the circular is subject to a 1,000 word limit and the following is 
therefore a summary of certain of the reasons for proposing the Resolutions. 
 
"Further to the annual general meeting of the Company held on 27 August 2015 ('AGM'), we are very concerned 
with the Company's current financial and trading position, the relationship with the Ollaechea community 
("Community"), and the performance of the Directors of the Company. 
 
The following issues, among others, became apparent at the AGM, as well as consequence of the recent actions 
taken by the Board: 
 
(a) Mismanagement: The actions taken by the Board over the last weeks (led by its former Chairman Mr. Daryl 
Hodges) have damaged the relationship with the Community, have caused a corporate governance crisis within the 
Company and have put in serious jeopardy the development of the Ollaechea project. Said conduct has created 
concern and doubts among the shareholders as to whether the Board is capable of properly managing the 
development of the Ollaechea project. 
 
(b) Community: The Boards' decision to have Mr. Hodges directly renegotiate with the Community caused serious 
distress to the relationship with the Community. This affected to the point that it denied any authorization 
for the Company to continue with the drilling campaign, being unacceptable. 
 
(c) Corporate Governance Crisis: Due to the actions taken by the Board, the Company is involved in a corporate 
governance crisis that has generated (i) the Board's decision to dismiss Mr. Diego Benavides as the interim CEO 
of the Company, (ii) the overwhelming vote (more than 90%) by the shareholders not to re-elect Mr. Hodges as 
chairman of the Board, and (iii) the suspension from trading on the AIM market. Following the removal of Mr. 
Hodges as Director, the remaining Directors appointed Mr. Jaime Pinto as new Director hours after the AGM 
ended. While we acknowledge that the Company's articles of association provide that there should be at least 
three Directors at all times, a few hours is not sufficient time to adequately evaluate a candidate. The Board 
should have taken due time to consider additional candidates. 
 
The decision not to re-elect Mr. Hodges and the subsequent appointment of Mr. Pinto as Director have proven 
insufficient to restore the shareholders' confidence on the Board. It is in the best interest of the 
shareholders to replace all current members of the Board with new Directors. 
 
(d) Increase of Number Directors: Three Board seats are insufficient for the Company, as was evidenced in the 
AGM when the Board was left temporarily with only two Directors. The Board number of seats should be increased 
to Six. 
 
(e) Dismissal of Mr. Benavides: The dismissal of Mr. Benavides as interim CEO is based on recently alleged 
anonymous whistleblower cases. During the AGM, the Board explained that the anonymous allegations against Mr. 
Benavides were not investigated or proven, but nonetheless the Board considered it appropriate to remove him 
from his position as interim CEO. Material questions from shareholders in connection with the dismissal of Mr. 
Benavides were repeatedly made at the AGM, but no convincing answers were provided. Mr. Benavides has not been 
given an opportunity to answer the allegations against him and has not even been formally informed of what are 
these allegations. Further, even after being dismissed as Interim CEO due to the alleged anonymous 
whistleblower cases, Mr. Benavides continued acting as General Manager and Executive Chairman of Minera IRL 
S.A. and CompanIa Minera Kuri Kullu S.A., which on one hand recognises his importance to the business, but on 
the other calls into question why he was removed from his office as interim CEO in such a manner. We feel 
confident that the allegations held against Mr. Benavides will be ultimately declared unfounded and we believe 
that he continues to be a valuable asset for the development to the Company. 
 
(f) The purpose of these appointments is to provide the Company with a new Board with experience developing 
mining projects in Peru, to examine and to report on the Company's affairs and to establish a more stable 
management. 
 
We propose to dismiss all current three members of the Board from their positions, to increase the number of 
Board seats from three to Six, and that the following new Directors are appointed: 
 
(a) Julian Richard Frank Bavin lngham has more than 30 years of experience in mining (27 years working at Rio 
Tinto), former CEO and Director of Pan Global Resources and currently Director of Prism Resources and Exeter 
Resource Corp. He holds a MSc degree in Mineral Exploration from the Imperial College. 
 
(b) Jorge Luis Ramos Felices has more than 20 years of experience in finance. He is the CEO of COFIDE (Peru's 
state-owned second-tier development bank). He holds a law degree from Universidad de Lima and a MBA from 
Universidad Peruana de Ciencias Aplicadas. 
 
(c) Leonard Harris Littlejohns has more than 45 years of experience in mining. He is the Chairman of Resource 
Development Inc. and is a former Director of Sulliden Gold Corp., Glamis Gold, Alamos Gold, Corriente 
Resources, among others. Holds a metallurgy degree from Mount Morgan Technical College. 
 
(d) Frank Sidney O'Kelly Bowskill has more than 45 years of experience in mining. He previously worked for 
Exxon, Anaconda and Rosario Mining and served as an officer for JP Morgan and a partner of Elders Finance 
acting as Director for Glamis Gold, Alamos Gold, among others. He serves currently as Director in Los Andres 
Copper and Buena Vista Gold. He holds a mining engineering degree from Imperial College London. 
 
(e) Diego Francisco Helge Pablo Christian Benavides Norlander has more than 36 years of experience in mining. 
He is currently General Manager and executive chairman of Minera IRL and CompariIa Minera Kuri Kullu and is a 
former Director of Minera Newcrest Peru and Minera Mount ISA Peru. He holds a Law degree from Universidad 
Nacional de San Marcos. 
 
(f) Jesus Armando Lema Hanke has more than 25 years of experience attending many clients in corporate matters, 
being actually partner at Thorne, Echeandia & Lema Law firm. He holds an International Economic Law in the 

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