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   Gold/Mining/EnergyMinera IRL

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To: Kiwi Pom who wrote (1048)11/29/2021 11:19:33 PM
From: mark_ikn
1 Recommendation   of 1341
PKF Littlejohn is the right place to file complaints, they sign off the annuals.

Davidson was my (repeated) mistake.

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From: mark_ikn11/29/2021 11:22:37 PM
5 Recommendations   of 1341
My mail to Martin Mount. He's decided to play the silent cool guy, which means you get to see how aggressive I was with him. Though this mail seems a little out of date, what with the foolish move made by MIRL on Saturday and its fallout, here's what I wrote to Martin Mount on Thursday, couple of minor typos and all:


Dear Mr. Mount,

The Minera IRL Concerned Shareholder group, of which your correspondent is one of around 85 members, has been anxious to reach out to you, in order that you understand the issues that have come to light around the company in the last four months. We are concerned that you have accepted the nomination to be the new director of the company without fully understanding said issues. For the sake of brevity, the mail outlines only some of the issues that cast doubt on the governability of the company. We are concerned that you may inadvertently expose yourself to serious consequences arising from the decisions, actions and inaction of MIRL's board of directors without fully understanding what has happened in the company to date.

On July 27th 2021, the company announced the appointments of (quote NR) "...Steven Ngatai as Vice President of Projects, Susan Gabbie as Chief Communications Officer, and Pedro Valdez as Vice President Investor Relations. All of the appointments are effective as of August 1, 2021." Later in the NR, MIRL director and CEO Diego Benavides referred to the appointments as "...a world-class team of seasoned leaders with broad operational experience and expertise....". It quickly became clear that this was not the case. In fact, none of the three people hired have the required qualifications for VP-level roles and only one of them, Mr. Ngatai, had any serious or relevant experience in the mining industry. In fact, all three are personal friends of CEO Benavides and his sentimental partner, Patricia Kent, a fact that becomes relevant when we consider the motives behind the decision to hire Susan Gabbie, Steve Ngatai and Pedro Valdez.

If required, we would be happy to give details of the motive behind the decision to hire Susan Gabbie, Steve Ngatai and Pedro Valdez in their original roles at a later date. In this mail we keep to basic facts. Suffice to say it was an attempt to pull to wool over the eyes of shareholders, and the Canadian brokerage Haywood, hired by MIRL in early 2021 to market the company to potential funders or buyers of company assets or projects. Haywood, on noting the lack of C-suite experience at the company, advised CEO Benavides to strengthen the company C-suite and though he attempted to hire suitable talent, no professional worth their salt would go near the company. Instead, he hired personal friends Susan Gabbie, Steve Ngatai and Pedro Valdez, in a "Potemkin Village" style representation of C-suite depth.

To that point, the corporate wrongdoings may have been limited to the C-suite level, but at the end of the 3q21 reporting period the board of directors became actively complicit in the deception. The given job titles Susan Gabbie, Steve Ngatai and Pedro Valdez at the time of hiring meant the company had to justify their appointments to the relevant stock market authorities, but as they do not have the CVs or experience necessary, just days before the end of the 3q21 reporting period the board of directors resolved to change their job titles to "manager" or similar, allowing them to fly under the radar of market authorities. Instead of doing their job of of control and oversight of CEO Benavides, the board became complicit in the deception which continues to this day. The mere fact CEO Benavides hired personal friends to high-paying jobs for which they are unqualified in such a deceptive manner would be enough for any reasonable board of directors to fire the company CEO with cause. Instead, the MIRL board entered into complicity with CEO Benavides and ignored its fiduciary duty to shareholders in the attempt to cover up his wrongdoings. The above is an easily demonstrated fact, however and sadly it is only the tip of the iceberg when it comes to board complicity with CEO Benavides.

With corporate wrongdoings now on display, further investigation revealed a host of other alleged wrongdoings at the company, many with clear prima facie evidence to support the allegation which, more often than not, concern large and long-term dollar payments made to family members and close personal friends of CEO Diego Benavides that add up to many millions of dollars over an extended period of time. Again, we can supply details of these allegations at your request but for one example, it was discovered that one of the wholly-owned subsidiaries of the company had been making payments to the sentimental partner of Diego Benavides, i.e. Patricia Kent, on a monthly basis ever since she formally left the company in 2014. Separate payments of the same style have been made to Diego Benavides' son, his son-in-law and others in his close personal circle. Most these payments were made via "consultancy fees" to anonymous (or anonymous sounding) third party entities without the knowledge of anyone outside the wholly-owned subsidiary, not least the shareholders of Minera IRL.

With these allegations now in the light, shareholders pressured the board of directors who eventually promised action, telling us they would conduct an internal audit to discover whether the allegations were true. The company uses standard SAP technology accounting software that would provide any reasonable forensic accountant full details of all financial movements in a matter of days. Instead, shareholders have waited through September, October and now November for word on the results of the company's internal audit, all to no avail. We are now in the voting period for the AGM and one of the resolutions is to re-hire Diego Benavides as CEO. As the central focus of the internal audit is CEO Benavides, shareholders are now expected to vote on the resolution to re-hire Diego Benavides without knowing the results of the audit.

We require answers from the company and its board and it is not for the lack of trying. Though the two issues outlined above are by far from the only alleged wrongdoings that have recently come to light, the management, C-suite and board have refused to answer the most basic of questions posed to them by multiple shareholders. All phone calls go unanswered, mails with specific questions are answered in general platitudes that deliberately avoid the questions, texts and social media messages are completely ignored. The same blanket refusal to reply to shareholder inquiries is used on any and all shareholders, with a CEO permanently unavailable for comment, an Investor Relations manager who does not relate to investors in the slightest and a Communications manager who ignores phone calls, voicemails asking to return calls, e-mails from shareholders, etc etc.

This attitude extends to the board of directors, some of whom occasionally reply but only with the same type of general platitude that fails to answer the most basic of questions posed to them. The concerned shareholder group is forced to conclude that the board of directors is actively attempting to cover up for the deeds of CEO Diego Benavides and has become complicit in a whole host of alleged improper activities, some of which being serious financial misdeeds with clear prima facie evidence. To cut a long story short, the lack of fiduciary duty on display by the board of directors at Minera IRL is nothing short of breathtaking and you, as a nominated director, are exposing yourself to this if you continue and succeed with your nomination to the board of directors at Minera IRL.

The above outlines just some of the improper activities that have happened at Minera IRL recently. Sadly, there are many more examples of wrongdoings and misdeeds, including but by no means limited to the illegal use of private correspondence from shareholders and the illegal monitoring of shareholder social media (aka "chuponeo", as they say in Peru) by employees and associates of Minera IRL. We Concerned Shareholder group would be pleased to give full details on any or all of the above issues, as well as further details of other improper behaviour by MIRL employees, C-suite members, directors and their legal counsels that has come to light since our concerns began. We have nothing to hide from you, Mr. Mount, an attitude that is the 180° opposite to that of the Minera IRL board of directors.

We are concerned that you have been offered the opportunity to join as a director of Minera IRL under false pretenses and the company officers and directors have withheld many facts that would put you under serious legal jeopardy and/or liability if you were to join the board of directors, as from December 14th 2021 and the company AGM. As a nominated director, we believe you have the right to make your decision based on as much evidence as possible, which is the reason we have reached out to you this week on multiple occasions and why this mail exists. To end on a personal note, it so happens that by coincidence, both you and I are British citizens and also residents in Peru. We are both aware of the legal liability that entails, as both you and I are subject not just to the laws of Peru, but also the crown laws of our country of origin. I have always held the laws of both Peru and the UK in the highest esteem and, considering your long experience in the mining sector and high reputation inside Peru as an upstanding corporate and private citizen, I am sure your attitude toward the laws of both Peru and The UK, sir, is the same.

Yours sincerely,

Mark Turner

Member of the Minera IRL Concerned Shareholder group

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From: HBrooke11/30/2021 1:08:24 PM
6 Recommendations   of 1341
Aside from giving MIRL leadership something to talk about, the reports of Baker Tilly and Everest were intended for three other purposes - liability cover for the Board, protection for Benavides should he lose his job and, finally, to give a reason for RIO to stay on the sidelines. But, what was revealed and not revealed in the letter from the Company should be of concern for shareholders.

What has been confirmed is the substantial number of friends and relatives of Benavides receiving compensation from the Company and in management positions - a big problem that, for a host of reasons, all properly governed companies avoid.

First, there was nothing from Baker Tilly revealed that would indicate whether amounts paid and being paid represented reasonable compensation for the work done - something that is very hard to audit and I suspect was not part of their engagement. It is also an ungovernable situation, so unlike MIRL any sensible board will have rules in place to avoid the problem.

When so many people in an organization are related to or personally connected to the senior person, they become a group of 'insiders' versus other employees creating a divisive atmosphere, an unhealthy dependency on the senior person that diverts loyalty away from the interests of the company, and an ineffective division of duties and accountability that a properly functioning company depends upon. This shows up in spades in the case of MIRL whose performance in advancing Ollachea has been very poor and there has been nothing provided by way of a plan on which they would be held accountable - a basic for even the simplest of operations, let alone a public company. Also, the hiring of three people to c-suite positions, subsequently found to be unqualified and demoted, aside from being a bizarre and unprecedented situation, is a sign of management dishonesty and Board impotence (it's a clear firing offence and how could a functioning compensation committee ever allow such a thing?).

The primary role of the CEO is to ensure the right people are in roles to advance the company's interests and the board needs to make sure this is happening - not only have all parties failed in their duties, but the incestuous nature of the organization leaves little hope for the future. This is an organization in dire need of a clean sweep, especially with the clock ticking on a big pile of debt.

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From: mark_ikn11/30/2021 1:52:31 PM
6 Recommendations   of 1341
Diego Benavides is a dead man walking and we're now at the point where we should actively WANT Rio Tinto to abstain and then PKF Littlejohn to sign off the annuals. We report the situation and they do nothing? Bring it on! We don't have to settle for booting out these liars any longer, the suits we can bring against both those far larger entities (PKF Littlejohn is one of the 10 biggest auditor firms in the UK) will make us a lot more money. We can set an example via legal precedent that will be remembered by the whole mining sector for years to come.

I am quite serious about this. Also, if RTZ is found to have sponsored Martin Mount into the board it gets even better. Hold your shares, everyone. And report to the auditors and to RTZ, get yourself on record.

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From: waznot11/30/2021 3:23:55 PM
2 Recommendations   of 1341
I have read many messages on this board along with great opinions and ideas. But I must say that posters mark_ink and HBrooke have a superb skill of capturing problems and solutions and presenting them very clearly for understanding and even down to my level.
Thank you to both.

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To: mark_ikn who wrote (1052)11/30/2021 3:26:23 PM
From: Kiwi Pom
   of 1341
I know the route for getting to RTZ - is there a known route for getting to the auditors - or is it a matter of using the contact box on their website?

Just asking before resorting to google

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To: Kiwi Pom who wrote (1054)11/30/2021 3:30:48 PM
From: mark_ikn
3 Recommendations   of 1341
PKF Littlejohn, the contact box yes. They decided that is the way for 3rd parties to contact them, therefore the "reasonable man" (legal term) assumes anything sent via their preferred channel is both read and understood.

Put simply, they cannot claim ignorance or try to fob us off by saying any messages we write in were unread. Therefore, report Minera IRL's IAS24 dereliction to them and they as annual auditors must act.

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To: mark_ikn who wrote (1055)11/30/2021 3:39:29 PM
From: andrewlong
3 Recommendations   of 1341
to Kiwi Pom
yes contact box
but also send to David Thompson at. as he signed off the last two years of Annual Reports.

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From: waznot11/30/2021 3:41:58 PM
2 Recommendations   of 1341
It has been easier this round to submit complaints etc. as it deals mainly with the issue of not declaring Related Party Transactions.
I was able to submit to CSC, Rio Tinto, and auditor PKF

It was with great pleasure to submit complaints through the companies whistleblower hotline hotline. I got carried away and submitted three:

1. A complaint about why there was no declaration as to related parties.
2. Why the company Barker Tilley did not pick up on the missed declarations as to related party transactions.
3. Why did MIRL pick the same firm, Barker Tilly as it did in 2016. Was it the same individual staff at Barker Tilley in 2001 and 2016.


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From: waznot11/30/2021 3:58:55 PM
4 Recommendations   of 1341
As it relates to the Ontario Securities Commission I received this email from them as to the correct Principle Regulator. For your information

From: whistleblower <>
Date: November 29, 2021 at 10:23:44 AM EST

Subject: Confidential: Ontario Securities Commission (ref. 346-388 and 750-831)

Dear Mr. Zaverucha,

Thank you for making submissions (346-388 and 750-831 on November 9 and 25, 2021, respectively) to the Office of the Whistleblower of the Ontario Securities Commission (OSC). We note that the subject entity, Minera IRL Limited, you identified in your submission has the British Columbia Securities Commission (BCSC) as its principal regulator. The Canadian securities regulatory landscape is made up of each province containing their own securities regulatory authority responsible for regulating the securities industry in their own province. As such, the misconduct that you allege appears to fall within the jurisdiction of the BCSC to review. We encourage you to contact the BCSC directly to report the misconduct you allege in your submission. To that end, I am including herein a link to the BCSC's "Contact Us" page which also provides the ability to report a concern under the heading "Complaints or Concerns":

Thank you again for your submissions to the OSC's Whistleblower Program.

OSC Office of the Whistleblower
Ontario Securities Commission

20 Queen Street West, 20th Floor | Toronto ON M5H 3S8
Whistleblower-only Hotline: 1-888-672-5553)

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