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Minera IRL ( (MIRL.L): The hypocritical Team Hodges position on Corporate Governance

When you release a NR, you don't feed it to the press first. You have to send it to the relevant market authorities and you have to stick it on your website. This is doubly true when you leave the Wild West World of the Canadian market and quote on a serious exchange like the London one, which also requires your Nominated Broker (NOMAD) to sign off on any news release BEFORE it is published or sent to any third party.

It's notable how company chair Jaime Pinto of Minera IRL ( (MIRL.L) only cares about good corporate governance when making 100% unfounded and rumour-laden accusations about Diego Benavides (that are also untrue). Because when it comes to his own interpretation of the rules, Jaime NOT HODGES" Pinto thinks he can do whatever he wants. Interestingly the company's NOMAD, Canaccord Genuity of London, shows all the signs of being in cahoots with this rulebreaker. Read on, kind visitor to this humble corner of cyberspace.

The Strange Case of the El Comercio report (from IKN342)

When your enemy is a proven liar, the best thing to do is to watch them carefully and wait patiently because sooner or later they make a mistake, their frilly underwear shows, light gets shone upon their false position. Last Thursday we had the EGM and as we all know by now, it was suspended. On the same day at lunchtime I began getting calls from Peruvian people wanting to know if it was true that the EGM had been suspended. I knew nothing about this at the time (and let’s say this clearly, I’m fairly well connected on this story) so I asked the people where they’d heard this. “In El Comercio” they replied, so I immediately went to the website of Peru’s newspaper of record, its NYT or WaPo if you like, and there was this link (4) to this story (title screenshot):

On reading the report I immediately contacted sources who confirmed that yes indeed, the EGM had just been suspended. The title of that news report as seen above can be reasonably translated as “The Minera IRL Shareholders’ Meeting Has Been Suspended”, but as you see above, my added red ink cares more about the timestamp on the report. This note was published at 13:43 (i.e. 1:43pm) local Lima time on November 26th, the day of the EGM. You’ll also note that at the time in Lima Peru is exactly the same as in Toronto (e.g. 12 midday up there is 12 midday down here), the two towns are in the same time zone.

So far so normal, but when we get to the body of the text we read something very strange indeed. Here for the record is a screenshot of part of the text (just in case it “accidentally” goes missing from the El Comercio website):

As for the content the first paragraph translates like this:

In a communique for shareholders (i.e New Release), the company chairman Jaime Pinto pointed to presumed irregularities in the way the vote was carried out to determine the future of the company.

You’ll note that the report talks about a news release. You’ll also note that the verb “point” is in the past tense (and so is “carried out”, in Spanish “llevaron a cabo”). There are no doubts about the tense being used here and that the report is talking about something in the past. So let us be clear, at this point in time there was no news release from Minera IRL Ltd and the only news release from the company came nearly 12 hours later, at the opening bell of the London Stock Exchange around 01:30am Toronto and Lima time, the wee small hours of Friday morning, November 27th.

Pray tell, how did El Comercio know about a news release that didn’t exist until twelve hours later? Why, at lunchtime on November 26th, was El Comercio referring to a NR that didn’t get published until November 27th in the past tense?

But that’s not all. The El Comercio report goes on with a quote from Jaime Pinto and here I’m going to bore you with a chunk of Spanish, the same in that screenshot, so you can play at Google Translate for yourself if you want:

"Es mi responsabilidad como presidente del directorio determinar la validez de los votos llevados a cabo que se han realizado en persona o cedidos en poder. He recibido evidencias sobre una posible violacion de las leyes de seguridad de Ontario, [dado que] una importante parte de los votos fueron cedidos a personas que no tienen interés de velar por el futuro economico de la compañía".

As it happens (and any sworn translator or expert in both languages can tell you if you don’t believe me), an excellent translation of those Spanish words is the following:

As Chair of the EGM, it is my responsibility to determine the validity of the votes cast by proxy or in person. I have received evidence of a potential violation of Ontario securities laws as a result of which a substantial proportion of the votes cast by proxy, significant enough in number to alter the outcome of the matters to be decided at the EGM, were cast on behalf of persons who do not have a corresponding economic interest in the future of the Company.”

And those words are found in the NR that Minera IRL Ltd (i.e. Team Hodges) released on November 27th. Again, how did El Comercio know the EXACT words Jaime Pinto would use in a NR the next day?

The answer is, of course, that El Comercio published something it wasn’t supposed to have. And that shows just how much theatre was going on that day in the room inside Fasken Martineau that played host to the EGM. Team Hodges had already decided that the vote wasn’t going to take place and it would accept no arguments from the floor up to and including the point where it had already written the NR that it would send out to the market the next day before the meeting was done. But somebody somewhere screwed up, sent off the pre-written missive too early and it got published 12 hours before time in Peru’s newspaper of record. And I read it.

I would strongly suggest to lawyers looking into this case that, come the time, they get a few people from the El Comercio newspaper on record about the happenings of November 26th. Those lawyers should also get Messrs. Henry Fitzgerald-O'Connor and Oliver Donaldson of Canaccord Genuity Limited in London, the NOMAD (Nominated Adviser and Broker) for Minera IRL Ltd, on record as it would seem they have committed a grave infraction and dereliction of duty regarding key company news releases.