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11/14/15

Minera IRL (IRL.to) (MIRL.L): So I get this mail from reader "KP"...

...who's a long-standing mailpal and knows I never read bullboards:
Otto, as an exception read the Stockhouse Board

for a change. The fact that you published the phone number for Olson and his whereabouts really hit a raw nerve with the guy who posts as "battleready"; nice, somebody  twisted the handle and called him/her "rattle betty".
KP was obviously referring to the Minera IRL bullboard over at Stockhouse, so just for once I decided to waste a few minutes and went over. And thank you KP, I'm glad I did this time. And here's the link. And you should go over and read the exchanges there too because I've been wetting myself laughing this morning about this Rattle Belly poster. Some wonderful touches include:

1) Not understanding that the phone number in yesterday's post is the one that Minera IRL supplied in its news release of yesterday.

2) Not understanding the difference between the words "libel" and "liable".

3) Accusing me of being on the Minera IRL payroll (for the record I'm not on IRL's or anyone's payroll).

4) Assumption that somebody inside Minera IRL SA told me Olson's whereabouts (for the record they didn't, and between you and me Rattle Belly I have dozens of sources including inside the Team Hodges end of IRL).

5) Basic ignorance of the stock market that's so crass and repeated it's difficult to know where to start.

But even with stupidities aside the whole string of exchanges between this joker and the smart people who are on the right side of the fence is Too. Much. Fun. Thanks Rattle Belly, you made my morning.



Jacques Brel: Les Prénoms de Paris

Because.



A beautiful, uplifting song about the beautiful city.

Jacques Brel: Orly

Because.



La vie ne fait pas de cadeau.

11/13/15

Minera IRL (IRL.to) (MIRL.L): Here's something fun you can do...

...with information supplied in the last two NRs.

1) Read this (IKN highlights):

"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"

2) Ring the number and talk to the COO, Eric Olson:

Minera IRL
Eric Olson (COO)
+1 (416) 907-7363

3) Ask him his current location (answer: Dominican Republic)

4) Ask him when he was last in Peru (answer: "Middle of October")

5) Ask him when he plans to return to Peru (answer: November 16th)

Funny how Team Hodges says one thing at one point but then the facts behind their statements turn out to be different, innit guv? And IKN can assure you that if he answers any of those questions in a substantially different manner to the prompts above, he's a COO that's guilty of dissemination of false and misleading information. 

Oh, and before you ring off you might like to ask him if he's feeling nervous about going through immigrations at Lima airport on the 16th. Y'know, just to have something to chat about.

The Friday OT: Antonín Dvořák: Symphony No. 9 "From The New World"

Written in 1893 and first played at the Carnegie Hall, along with his famous cello concerto it's arguably Dvořák's masterwork and one of the greatest symphonies ever laid down. Even if you've never heard the whole thing before, you'll know so many parts and be constantly saying "Ah, heard this bit before!" to yourself.



IKN's version is Herbert von Karajan conducting The Vienna Philharmonic Orchestra.

Minera IRL (IRL.to) (MIRL.L): Team Hodges shows its desperation

Today's NR from Minera IRL Ltd (Team Hodges) shows the utter desperation in their camp with just eleven days to go before the cut-off of voting and thirteen before the EGM. The tactics are now to try and make out the Ollachea community is divided (it's not), to pretend that its CFO resignation on September 28th didn't happen (it did) and to try and gag anyone and everyone that dares to speak the truth about this band of usurpers.

It's a seriously impressive Hail Mary, go read it all here.

PS: After re-reading it, I just started laughing. They're seriously going to try and tell the world that they have support in Ollachea? After everything the community has already said and pronounced regarding the project and its opinions of Diego Benavides compared to those of the Team Hodges scumbags? That's just downright crazy, but the thing about the truth is that it just has this habit of coming back to haunt liars. 

PPS: Here's what Ollachea really thinks of Team Hodges:

Sr. Daryl Hodges
The rural community of Ollachea is very proud of its territory and its riches and because of that, we have always defended them against anyone who has wanted to deceive us in order to appropriate that which we consider our principal resource and the most valuable asset from our previous generations for our children.
When the company (IRL) first came (to Ollachea) we conversed with them and reached agreements based on trust with the people who came as representatives of the company such as Mr. Courtney Chamberlain, who we always remember with much appreciation and Dr. Benavides, who we named an Honorary Member of the Community due to his laudable social leadership and who we elected as the only person authorized for agreements between the community and the company.
This good relationship of trust has lasted over eight years, with total respect for our customs and particularly our territory, which is why we gave our territory as guarantee via a contract and the our support to the company so that it could obtain financing with COFIDE.
However, we now see that nothing is being respected, which is why the General Assembly which took place yesterday agreed on the necessity to get a clear answer regarding the announcements of changes in the company that you, in an arrogant manner, spoke of in the Assembly of July 15th.
Our territory and agreements are to be respected and with you we have no trust that this will occur because we feel that you have lied to us and that you do not respect the relationship that the community and the company have built.
You said that you had worked in the company for the last eleven years and that you had achieved the deal for the credit agreement with COFIDE. We have never seen you before, nor do we agree with you.
You have treated us badly because you have taken Mr. Courtney's position, we don't know how, and you have ignored he who we named honorary community member, which represents a direct affront to us.
You mocked us when we said that you (i.e. the company) should give the position to Dr. Benavides, who deserves to occupy the main position at the company and not to be an interim.
You said that there will be a new company, ignoring the good relationship forged between community and company for eight years.
Until we have your answer, we will not grant any permission for the development of the drilling campaign or any activity (at the Ollachea project). If not, we will have to take further action. We await your immediate answer.
Sincerely,
Juan Luis Valeriano Gutierrez
President of the Ollachea Rural Community Directive


Or maybe Team Hodges thinks this letter is a fake?


Global Mining Observer breaks another big story

The weekly publication "Global Mining Observer" has quickly become must-read material for anyone interesting in the mining sector and this week breaks...

The world's largest royalty and streaming groups are clubbing together to form a syndicate, promising some of the sector's largest ever deals to date, Global Mining Observer reports.

The syndicate includes gold royalty group Franco-Nevada and silver streaming giant Silver Wheaton, but also looks set to include a variety of money managers, from pension funds to private equity, according to high level sources involved.
Orion Mine Finance, formerly part of copper trader Red Kite, and private equity firm Blackstone, one of the world's largest asset managers, are both angling to be included. Caisse de depot, the Quebec-based pension fund, is also “trying to piggyback” on deals negotiated by royalty groups, according to one chief executive, who has previously landed financing from  (continues here)

...which is another great scoop for the publication. Go read it all here (and get your free subscription to GMO by clicking on this link and sticking on your mail address).

Chart of the day is...

...the gold/copper ratio:



There's some kind of limit being reached here. Again.

So, gold drops or copper rebounds? Or chart does new things?

Pilot Gold (PLG.to): I'll give Mark O'Dea credit for one thing...

...he's not afraid the wield the axe and kick out officers when one of his companies isn't performing. He did it with True Gold (TGM.v) when the previous boss dropped the ball on community matters. Today it's Pilot Gold (PLG.to) and...
"On behalf of the Board, I would like to express our gratitude to Mr. Matt Lennox-King for his years of service to Pilot Gold. Matt assumed the role of President & CEO upon the spinout of Pilot Gold, from the Fronteer - Newmont transaction in 2011. We wish Matt all the best in his future endeavours."
...which when you consider this...


...is more than reasonable. Which just leaves the non-O'Dea juniors that need to clean out the mediocrity in their collective head offices. That'd be about a thousand or so companies.

11/12/15

B2Gold (BTO.to) (BTG) 3q15 financials

All told, pretty good. The net loss is slightly ugly, but it's all to do with a small but logical write-down plus front-loading of tax bills. The ops are fine and I'm again interested in how BTO is guiding to 500k oz Au in the middle of November; the chances that 4q15 turns out to be a blowout quarter are now even higher than they were.

I'm good with this qtr from BTO.

A lot more in IKN340 on Sunday, subbers.

New Gold (NGD)

Back in the buy zone?


Could be. More thoughts Sunday, subbers.

Chart of the day is...

...the Gold/Silver ratio:




Nearly back at 15:1, Eric. Won't be long now, Keith.

Congratulations are due to Kinross (K.to) (KGC)...

...for making its first reasonably sensible asset acquisition in the last seven years.

 TORONTO, ON--(Marketwired - November 12, 2015) - Kinross Gold Corporation (TSX:K.TO) (KGC) announced today that it has entered into a definitive asset purchase agreement to acquire 100% of the Bald Mountain ("Bald Mountain") gold mine, which includes a large associated land package, and 50% of the Round Mountain ("Round Mountain") gold mine in Nevada from Barrick Gold Corporation for $610 million in cash (continues here)

Dontcha miss Tye Burt? Yeah, me neither.

11/11/15

On due consideration

There are a whole bunch of accusations and serious charges of misrepresentation and cover-ups made in the Minera IRL SA (i.e. by Team Benavides) news releases today, all of which support their call to kick out the current board of directors (i.e. Team Hodges). 

In the end it gets to the point where you wonder how many lies you need to hear from Team Hodges before you realize the simple truth, that they're liars? Me personally, my BS meter is set on sensitive these days and I only need to catch a management team in one lie just once to walk away from them forever, but here you have a whole catalogue of BS to choose from.

But on due consideration, taking them all and weighing them against each other, the one that shouts loudest to me is this one from the Spanish language NR (translated into English by your author here):
It is FALSE that the information to publish the Financial Statements was not submitted. Minera IRL S.A. sent the documents on August 06, 2015 to the CFO, Brad Boland, who resigned his post on September 28, 2015, irrevocably and immediately, leaving the Company without the signature requested by the TSX for its publication. MIRL Board changed the facts. It informed on September 29 that there was a delay in the publication because the documents were not received, and on October 01 it informed on the CFO resignation, three days after the date it happened.
Now Team Benavides says it has documentation to back up that statement. If so, there's no more damning indictment of Team Hodges possible than to say they've lied directly into the faces of the TSX and AIM by saying, time and time again, that they couldn't file their financials due to that "compromise of control" in the subsidiaries. According to that statement above it's pure BS and if that's true, Hodges and his friends are going to be in a LOT of trouble in Canada and London, not just in Peru.

I look forward to hearing more about this particular point. Soon.

Minera IRL SA: This is an official English language news release from Team Benavides

As well as the translation below, there is an alternative English language NR now doing the rounds. This was sent to me by reader DL (ty sir) from his Bloomie terminal.

Please note that the content in this NR and the translation of the Spanish language circular is different (there are some more details pertinent to the Peru end of IRL in my translation), so it's worth reading both these articles carefully.

Here's the link to my Spanish language translation of the Peru news release, with the extra information.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx


  Minera IRL SA - Minera IRL shareholders should back EGM proposals

RNS Number : 2724F
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   -   Independent ×    There are  too few  independent
directors form  the majority  of  nominee directors to  consider  the  various
slate                                     committees function independently
ü  Improved  board  functioning  with   a ×    With only three directors,  the
doubling of the board size                Board  is  seen   to  be  short   on
                                          experience.
ü Increased  experience  -  the  six  new ×    The two most recently appointed
directors have over  120 years of  mining directors, based in Canada and Peru,
experience                                have not visited  the key assets  or
                                          the Community. 
ü The key  mine asset will  be kept  open ×    Potential closure of Corihuarmi
and developed                             mine
ü Continued support from the main  funder ×    Risk of loss  of US$ 240m  loan
(COFIDE) through  the existing  structure facility from COFIDE and  triggering
mandate which needs to be revived         of demand for US$70m repayment
ü  Ollachea  Community  support  will  be ×     Risk  for  the  community   to
restored at what was  considered to be  a continue  the  shut   down  of   the
best  practice  case   study  under   the Ollachea project
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

·      Four of the ten resolutions proposed at the 2015 AGM failed to pass (to
re-elect Executive Chairman Daryl Hodges,  to continue stock option plans,  to
issue shares without pre-emption rights at up to 50% / ISC and to  consolidate
the Company's shares). The  vote was only  8.3% FOR on  the election of  Daryl
Hodges.



The Way forward

We recommend to VOTE IN FAVOUR in all the Proxy's choices.





Key facts to note:

·       Mr.  Benavides  was  appointed  to  this  position  by  the  Company's
co-founder Courtney  Chamberlain, before  he announced  his medical  leave  in
March 2015.

·      Mr. Benavides has been President and General Manager of Minera IRL S.A.
for 13  years, with  total transparency  and a  successful management  of  the
Board, and has  held similar  positions for 9  years in  Compañia Minera  Kuri
Kullu S.A. He did not take de-facto control of the Peruvian subsidiaries,  but
continued in his duties.

·      There  is enough  evidence that  the Company's  personnel affected  the
relationship with the Community  and misused the  Company's assets to  warrant
shareholder intervention. The evidence and legal procedures are in course  and
are being duly submitted in compliance with the Peruvian laws.

·      The Financial Statements could have  been submitted as Minera IRL  S.A.
sent its completed documents on August 06,  2015 to the CFO, Brad Boland,  who
resigned his post on September 28, 2015, irrevocably and immediately,  leaving
the Company without the signature required by the TSX for its publication;

·      Mr. Jorge Ramos is qualified to  be an independent member of the  Board
as there are no conflict  of interests, as COFIDE  is a development bank;  and
therefore it has  no direct connection  with the economic  sector (mining)  in
which Minera IRL operates.  Moreover, Mr. Ramos  will participate as  Director
based on his professional experience, not as COFIDE's representative.







Voting Procedures:

How to vote at the EGM



If you require assistance with voting your shares please call: 020 7183 9765,
or email: info@boudiccaproxy.com



Cast your Proxy online…It's fast, easy and secure! At
www.investorcentre.co.uk/eproxy



If you are a registered shareholder:

You should return their form of proxy completed and signed in accordance  with
the instructions provided. The form of  proxy should be sent to 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.



If you are a beneficial holder

If you hold beneficial interests in shares in the Company, for example, shares
registered under the name of CDS & Co. (the registration name for The Canadian
Depositary for Securities  Limited, which  acts as nominee  for many  Canadian
brokerage firms) please see the notes in Part 4 of the Circular.



UK directly registered holders, can vote in one of three ways:

by Proxy Form; appoint a proxy; or attend the meeting.



Voting by Proxy Form

The voting deadline is: 24 November 2015 by 10:00am (15:00hrs GMT)

The proxy  forms  are  issued  in  respect  of  a  designated  account  for  a
shareholder. If  any  alterations  are  made  to  this  form  they  should  be
initialled.



What do I need to appoint more than one proxy?

To appoint more than one proxy, the shareholder will need an additional  proxy
form for  each proxy,  or call  the  Registrar's helpline  on 0370  707  4040.
Additional proxy forms can also be obtained by contacting this helpline.



How do you submit the proxy forms ?

All proxy forms must be signed and returned together in same envelope to:

Company's  Registrars  -  Computer  Share  Investor  Services  PLC,  c/o   The
Pavilions, Bridgwater Road,  Bristol BS99  6ZY on  the 24th  November 2015  no
later than 10 am UK time and 3pm GMT - Toronto time.



Voting through appointing a proxy

The voting deadline is: 24 November 2015 by 10:00am (15:00hrs GMT)

Shareholders have the right to appoint  some other person(s) of their  choice,
as a proxy.



Instructions appointing a  proxy via  CREST are  done using  the system  using
issuer ID number: 3RA50.



Instructions are to be  sent no later  than 48 hours  before the meeting.  The
Circumstances are  set  out  in  Article  34  of  the  companies  (Uncertified
Securities) (Jersey) Order 1999.



Confirmation of the vote

Keep the time  stamp generated  by the CREST  system. CREST  messages must  be
received by the  issuer's agent  (ID number: 3RA50)  not later  than 48  hours
before the time  appointed for  the meeting.  The timestamp  generated by  the
CREST system will be used as a receipt.



Voting by attending the Meeting

The Meeting is: 26 November 2015 at 10:00 (EST) (15:00hrs GMT).

The completion and return of  the proxy form will  not preclude a member  from
attending the meeting and voting in person  - A member can attend the  meeting
even after applying for a proxy.



You will be entitled to attend the meeting and vote the number of votes  which
will be determined by reference to the  Register of Members of the Company  at
close of business two days  prior to the meeting. For  a member to attend  and
vote, all shares  must be registered  2 days before  the meeting according  to
Article 40 of the Companies  (Uncertificated Securities) (Jersey) Order  1999,
Notices by  which  a  person must  be  entered  on the  relevant  register  of
securities in order to have the right  to attend or vote at the meeting,  must
be received no later than 48 hours before the actual meeting.



The registered shareholder can walk in and vote. A proxy will need a letter of
representation to attend a meeting and vote.







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.



                     This information is provided by RNS
           The company news service from the London Stock Exchange

The Minera IRL SA (i.e. Team Benavides) news release in English

This is my translation of the original Spanish language NR from Minera IRL SA (Team Benavides) today, the people who want to kick out the current board of usurpers, that you see in the post below (or here).

For what it's worth, even if I say so myself it's a good translation and faithful to the original.

Enjoy

xxxxxxxxxxxxxxxxxxxxxx



Shareholders recommend to VOTE IN FAVOUR during the Extraordinary General Meeting to be held on November 26, 2015.

The Board proposed by Minera IRL Limited shareholders
will resume the financing process with COFIDE to develop Ollachea

Ø     Ollachea Community considers that the allusions made by the current Board in the Circular to convene the Extraordinary General Meeting (EGM) are offensive.
Ø     Minera IRL S.A. responds to FALSE statements included in the EGM Circular.

Lima, November 11: The Board proposed by Minera IRL Limited shareholders will resume the mandate signed with COFIDE Peruvian development bank to structure a senior debt facility of up to US$ 240 million aimed to build the Ollachea gold Project in the South of Peru, and which includes the payment of the Bridge Loan that amounts to US$ 70 million, complying with the commitments to the Community and the financial recovery of the Company.

The Company shareholders convened an Extraordinary General Meeting (EGM), to be held on November 26, and recommended to VOTE IN FAVOUR of appointing 6 new Directors and removing the 3 current Directors. The new Board commits to shorten the financing terms to develop Ollachea project, to resume the good relationship with the Community and renew the Company value for the shareholders.

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.

Regarding the EGM Circular, the recent press releases of Minera IRL Limited, the subsidiary, Minera IRL S.A., states the following:

·        False statements and comments in EGM Circular
·        Ollachea Community Statement
·        Chronology of events occur in the Company from March to October 2015
·        Process of removal of president in the subsidiaries and sale of Corihuarmi gold
·        Financing alternatives and risk of shares dilution

False statements and comments in EGM Circular

The board of directors of Minera IRL Ltd, via a request of a group of concerned shareholders, has called an Extraordinary General Meeting (EGM), to be held in Toronto on Novembers 26th 2015. The EGM was announced by a news release which explained the actions of the current board of directors of Minera IRL Ltd, led by ex-executive president Daryl Hodges, harmed relations with the community of Ollachea and caused a serious company management crisis, putting at risk the development of the Ollachea project.

The news release also contained points of view and commentaries from the current board of directors, to which he following comments are addressed, as we recommend that shareholder VOTE FOR the proposed new board of directors and remove the current board.

It is FALSE that Mr. Hodges recommended Mr. Benavides for the position of Interim CEO. Mr. Benavides was appointed to this position by the Company's co-founder Courtney Chamberlain, before he announced his medical leave in March 2015.

It is FALSE that Mr. Benavides refused to cooperate with Mr. Hodges. The capacities and responsibilities of Mr. Benavides as Interim CEO of MIRL and the Peruvian subsidiaries were usurped by Mr. Hodges in July 2015 through his re-organization plan, which started 30 days after the Company signed COFIDE mandate and debt facility. These events resulted in criminal charges being brought by Mr. Benavides against members of the current board of directors, certain officers of the company and Mr. Daryl Hodges. These charges are currently under investigation by the relevant Peruvian ministry.

It is FALSE that Mr. Benavides took the de facto control of the Peruvian subsidiaries. Mr. Benavides has been President and General Manager of Minera IRL S.A. for 13 years, with total transparency and the permanent control of the Board, and has held similar positions for 9 years in Compañia Minera Kuri Kullu S.A.

It is FALSE that Mr. Benavides prevented officers of the company from doing their jobs or from entering the company offices. The COO of Minera IRL Ltd, Eric Olson, worked in Peru for over a year. The Peruvian Migratory authorities asked him to present his work visa via two official citations, to which Olson refused to appear, preferring to flee from the IRL offices in Lima and subsequently from Peru on both occasions. The Management and Finance VP, Carlos Yrigoyen, was physically present in the Lima offices of IRL in the period between July and September 2015, at which point  until he was renamed as Controller of Minera IRL Ltd in Toronto.

It is FALSE that there exists a process to remove key personnel for no apparent reason. There is enough evidence that the Company's personnel affected the relationship with the Community and misused the Company's assets. The evidence and legal procedures will be duly submitted in compliance with the Peruvian laws.

It is FALSE that the information to publish the Financial Statements was not submitted. Minera IRL S.A. sent the documents on August 06, 2015 to the CFO, Brad Boland, who resigned his post on September 28, 2015, irrevocably and immediately, leaving the Company without the signature requested by the TSX for its publication. MIRL Board changed the facts. It informed on September 29 that there was a delay in the publication because the documents were not received, and on October 01 it informed on the CFO resignation, three days after the date it happened.

It is FALSE that Minera IRL S.A. and its directors failed to convene a Shareholders Meeting. Minera IRL Ltd presented its request for a meeting on October 27th after complying with the necessary accreditation. The EGM of the Peruvian subsidiary will take place on December 3rd 2015.

It is FALSE that Mr. Armando Lema, proposed as Director by the shareholders has any debt with SUNAT, which is the Peruvian tax authority. Mr. Lema ceased to be a partner of Estudio Lema, Solari, & Santivañez a few years ago, and therefore such firm is in charge of fulfilling the obligations with SUNAT. Mentioning this subject is unethical and evidences the interest of the Non-Executive President, Jaime Pinto, who was also partner of said Firm from 2008 to 2010, to discredit Mr. Lema.

It is FALSE that COFIDE declined a meeting with the Company. The Deputy Minister of Economy and President of COFIDE, Mr. Enzo Defillipi answered the meeting request stating the COFIDE management issued were responsibility of the CEO Jorge Ramos, who had a meeting with Mr. Pinto on August 21, 2015, after he submitted his letter stating he was appointed as Director on August 19, 2015 by Mr. Hodges. According to the press release, Mr. Pinto was "announced" as Director on August 27, and "appointed" on September 03. Mr. Pinto had access to confidential information and represented the Company before his official appointment as Director.

It is FALSE that Mr. Jorge Ramos is not qualified to be member of the Board or there is any conflict of interests. Mr. Pinto's interpretation of the Peruvian Corporate Law is not appropriate since COFIDE is a development bank; therefore it has no direct connection with the economic sector (mining) in which Minera IRL operates. Moreover, Mr. Ramos will participate as Director on a personal basis, not as a representative of COFIDE.

It is FALSE and biased to alert about a situation of permanent de-listing of AIM shares if the nominated adviser (NOMAD) resigns. The company and/or its newly elected directors after the EGM are in position to replace the NOMAD before the 30 day period indicated by AIM lapses.

Other statements from the Circular will be responded in the Community Statement and Chronology of events.

Ollachea Community Statement

Ollachea Community Board of Directors informed the subsidiary, Compañia Minera Kuri Kullu S.A., that they consider the manipulation allusions, made by the Board in the EGM Circular, to be offensive and also that the statements made by the Non-Executive President, Jaime Pinto,  regarding Community support for his position inappropriate. The Community has requested a meeting with COFIDE to learn about the status of the credit granted to the Company. After said meeting they will issue a statement regarding their position in relation with the project development and the Company.

Chronology of events from March to October 2015

Regarding the events that took place in the Company from March to October 2015, they include the plans of Mr. Hodges to take over the position of CEO, and obtain extraordinary benefits through a contract with his consulting firm, which includes becoming a second structurer of the financing agreement that fails to acknowledge the express exclusivity of the Mandate signed with COFIDE as sole structurer until May 2016.

It is necessary to specify that the management of Mr. Chamberlain and Mr. Benavides, Company founders, was thoroughly assessed by more than 20 companies from around the world, that between 2012 and 2014 visited the projects in Peru and had full access to the accounting information as part of their interest to be part of the financing or development of Ollachea project. Also, from February 2014 to June 2015, COFIDE and Goldman Sachs performed a Due Diligence in the Company.

Mr. Hodges, after COFIDE bridge loan was secured, failed to acknowledge all these processes of corporate legal review and started a re-organization that included the Ethics Hotline that served the Board to justify the dismiss of Mr. Benavides as CEO due to alleged inaccuracies that are still unknown up to this date, three months after Mr. Benavides' removal, on August 24, 2015.

These and other facts described below led Mr. Benavides to file a criminal complaint due to acts of Management Fraud, Defamation and Misrepresentation against Daryl Hodges, Douglas Jones, Robin Fryer, Jaime Alberto Pinto Tabini and Carlos César Yrigoyen Elejalde. They will be summoned by the Peruvian justice system through mechanisms of international criminal cooperation and Interpol, in order to clarify the criminal offenses attributed to them.

Chronology of events:

On March 4, 2015, the Company's CEO, Courtney Chamberlain, before his medical leave, refused to accept the proposal of Mr. Daryl Hodges to be appointed CEO, and held to his original decision to assign the co-founder, Diego Benavides, for this position. On March 5, 2015, the Board appointed Mr. Hodges as Executive President and Mr. Benavides as Interim CEO. The due diligence on Mr. Benavides performed by the Company's nominated advisor, Canaccord Genuity, was satisfactory, and his appointment as Interim CEO was announced on May 5, 2015.

After his nomination as executive president of the company, Mr. Hodges signed an indefinite-term contract with his own company Ladykirk Capital Advisors Inc., which set an annual salary of US$ 180,000, fees of up to US$ 250,000 regarding the bridge loan and mandate with COFIDE, and a bonus of US$ 680,000 in the event of any change in the structure and functions of the Company. A summary of the contract, plus other percentage benefits detailed below, were included in the Shareholders General Meeting Circular dated August 27, 2015.

On June 8, 2015, Minera IRL Ltd. announced, by means of a press release, that it had secured a bridge loan from COFIDE of up to US$ 70 million and the commitment to include COFIDE in Minera IRL Board, subject to regulatory approvals. All the documents approving the management and transparency of the Company, which allowed securing COFIDE loan, were signed by Mr. Hodges, as well as the specified commitments.

On July 8, 2015, Mr. Hodges and the Board approved a change in the structure and functions of the Company. Mr. Hodges proposed himself as CEO and to move Mr. Benavides to the position of Vice-President of Communities, Press and Legal Affairs. On July 14 Eric Olson was appointed as COO, and the position of Vice-President of Management and Finances of Minera IRL S.A. was created and Mr. Carlos Yrigoyen was appointed for this position, and Mr. Hodges granted him the functions and responsibilities that belonged to Mr. Benavides as President and Manager of the Peruvian subsidiaries.

On July 15, 2015, a letter from Mr. Hodges to COFIDE stated that the Company's responsibility is to the shareholders and not to the lenders. This was a response to COFIDE’s request to discuss with the Board of Minera IRL Limited the planned changes and the inexplicable statements of disapproval of Mr. Hodges regarding the management of the Company's founders during a meeting held with COFIDE's CEO, Jorge Ramos. Mr. Hodges never agreed to the communication request between COFIDE and the Board.

On August 10, 2015, Mr. Hodges introduced himself as Executive President and CEO of the Company during the presentation made with Ernest & Young (EY) to announce the implementation of the Ethics Hotline. According to the manual of this anonymous system, EY receives and assesses the veracity of the message, then it is sent for investigation to the Board, and if the Board confirms the information, the necessary corrective measures are implemented. The manual also states that it is necessary the Company's personnel are aware of the Code of Ethics. A draft of this document was distributed by Mr. Hodges on August 19, 2015.

On August 24, 2015, the Board removed Mr. Benavides from the position of Interim CEO on the ground of inaccuracies received through the Ethics Line. E&Y managed to "review and validate" the "anonymous" complaints in a record time: only 2 working days after the distribution of the draft of the Code of Ethics (Wednesday, August 19). Likewise, the Board had "enough time" to assess, investigate and decide on the dismissal of the Interim CEO. It is worth noticing that Mr. Benavides' dismissal was announced 14 days after Mr. Hodges introduced himself as Company CEO.

On August 27, 2015, during the Shareholders Annual General Meeting, 92% of the votes were in favour of removing Mr. Daryl Hodges from the position of Director. A few hours later, Mr. Jaime Pinto was appointed as his replacement, and was ratified on September 3rd. As informed above, Mr. Pinto approached COFIDE with his appointment as Director signed by Mr. Hodges on August 19. What was the purpose of Mr. Hodges and the Board of hiding the truth and the actions of Mr. Pinto before his official appointment? Among other facts that the Board intentionally hid is the intended early closure of Corihuarmi gold mine for November 1, 2015.

On September 21, 2015, the de-listing of the shares was announced, as well as the process to remove Mr. Benavides from the position of President of the Peruvian subsidiaries. Information regarding said matters will be released later on.

On September 29, 2015, the Company informed about the delay in publishing the Half Year Financial Statements due to the compromise of control of the company’s subsidiaries. As stated above, this information is FALSE.

On October 9 2015, the group of concerned shareholders requested an EGM.


Process of removal of president in the subsidiaries and sale of Corihuarmi gold

Mr. Benavides has been the President and General Manager of Minera IRL S.A. since August 19, 2002, and holds similar positions in the subsidiary Compañia Minera Kuri Kullu S.A. since August 15, 2006, according to the corporate books from both subsidiaries and Peruvian Public Registries. There has not been any takeover of the Peruvian subsidiaries as wrongly stated by the Board. The statement that Mr. Benavides has manipulated Peruvian laws to his advantage, an accusation made by Jaime Pinto, Robin Fryer and Douglas Jones, is also false and without any basis.

Regarding the gold sale, Minera IRL SA has protected the company from insolvency and from sanctions that would have been incurred by the current board of Minera IRL Ltd, who refused to comply with the commitments of the Peruvian subsidiary with Scotiabank Lima and Peru’s Ministry of Energy and Mines (MEM), related to the closure guarantees of the Corihuarmi mine.


On January 19, 2015, Minera IRL S.A. signed an agreement with Scotiabank Peru, whereby it granted letters of guarantee in order to guarantee the closure of Corihuarmi mines and Ollachea Project, for a total of US$ 3,908,275.67.    

Minera IRL S.A., the subsidiary, has the obligation to submit, within 12 working days each year, an Environmental Guarantee to cover the estimated cost of closure of the Corihuarmi mine. If this is not done the MEM will sanction the company with a mine paralyzation of two years. On January 19 2015 Scotiabank Peru granted Minera IRL SA letters of guarantee totalling US$ 3,908,275.67 as guarantee for the closure of Corihuarmi mines and the Ollachea gold project.

To comply with this guarantee, Minera IRL SA committed to deposit 100% of its revenues from gold sales form the Corihuarmi mine in its account in Scotiabank Peru after July 30 2015, so that the credit be debited by U$325,689.63 per month until the total of U$3.9m of the guarantee had been reached.

The refineries Metalor and Auramet deposited in the name of Minera IRL SA in the Royal Bank of Scotland (RBS) in London, the  corresponding payments gold purchases from Corihuarmi. Minera IRL SA asked them to change the destination of their deposits to the account in Scotiabank Lima, who repied that they would now continue the commercial relationship. Minera IRL Ltd refused to comply with the commitments to Scotiabank and pressured the refinery companies not to change the destination ot the deposits.
Minera IRL SA sought new buyers, a process that was blocked by the Board. Finally the Company signed a sales contract with Kaloti Metals & Logistics LLC, though which the company managed to fulfill its commitments to Scotiabank, as well as paying the workers' salaries, suppliers and asignments to the company headquarters.

Financing alternatives and risk of shares dilution

Among the grounds for convening the EGM, shareholders believe that the current Board does not have the capacity to properly manage the development of the Ollachea project and that there is a risk of loss of value of their shares.

Mr. Hodges, who inexplicably continues to be paid diverse benefits as well as a salary of U$15,000 per month from the company until 2017, proposed in August 2015 to implement a 10-1 share consolidation which would leave open the possibility of a large share dilution via a financing through the sale of new shares.

Mr. Hodges’ consulting company Ladykirk Capital would be in charge of this process, for which it has been granted the following commissions:

  • 0.25% of the new value of the pro-forma value of the “newco” after a successful fusion or acquisition which raises the share price of the company. The acumulative value is defined as the value of the newco company minus the value of Minera IRL Ltd at market close before the closure of the transaction.

  • 0.5% of the gross proceeds of any financing, via the emission of shares or financing convertible into shares.

  • 0.25% of the gross proceeds of any debt financing unrelated to the COFIDE financing for Ollachea, or a refinancing of all or part of the COFIDE structured financing.

The share consolidation was not approved by shareholders at the Annual General Meeting in August, but the director Robin Fryer, in recent declarations to the Global Mining Observer in the UK, said that the current board of directors planned to get financing via share placement. This warns of the intention to ignore the current mandate with COFIDE and run a share placement that, considering the current market conditions and current share price, would conclude in the dilution of share price value.

All the information contained in this news release has all necessary legal support and corresponding proofs. We recommend that you VOTE FOR all the options in the proxy. In the event that you have already cast your vote, you have the option to change your vote and VOTE FOR until the closing of vote in Peru, November 20th, and in the rest of the world, November 24th. Results will be announced on November 26th

For more information, please contact:

minera@irl.com.pe