Minera IRL Limited Response to False Media Speculation

 
TIDMMIRL 
 
Response to False Media Speculation 
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 

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November 06, 2015 02:00 ET (07:00 GMT)