more12 Nov 2015 19:32
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,