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11/27/16

Minera IRL: This letter...

...has just been sent to all members of the board of directors of Minera IRL by a lawyer representing at least one of the dissident Peruvian shareholders (probably more of them in fact). I have been given permission to re-print it here on the blog:

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Dear Sirs


Minera IRL Limited
I am writing in relation to the annual general meeting of the Company to be held on 30 November 2016 at 900-885 West Georgia Street, Vancouver, British Columbia, Canada V6C 3H1 (the "AGM") at which 9 resolutions (the "Resolutions") are to be proposed for consideration by the shareholders of the Company (the "Shareholders").
The content of this email may carry implications for the Board of Directors of the Company (the "Board").  I therefore recommend that the contents of this note are reviewed carefully.
I would note the following points:
  1. The Company is incorporated in Jersey.  Accordingly, the Board and the Chairman of the AGM (the "Chairman") are obliged to conduct the AGM in accordance with Jersey law.  The Courts of Jersey will have jurisdiction with respect to any matter brought before them with respect to the AGM.
  1. I understand that, as a matter of Jersey law, neither the Board nor the Chairman has the discretion to: (i) postpone, adjourn or otherwise delay the AGM (except in very limited circumstances); or (ii) withdraw and/or (except in very limited circumstances) alter the Resolutions or the terms of the business to be considered by Shareholders at the AGM.  I further understand that any attempt by the Board or the Chairman to take such action will be unlawful and may give Shareholders certain rights to challenge any such action in the Courts of Jersey and otherwise may give rise to certain rights and remedies against the Company and/or the Board personally.
  1. In addition, I understand that failure to hold an annual general meeting by 31 December 2016 may give rise to criminal liability on the part of the relevant members of the Board personally and/or the Company pursuant to the Companies (Jersey) Law 1991 (as amended) as failure to provide Shareholders with the opportunity to challenge and question the Board at the AGM is seen as a serious breach of corporate governance under Jersey law.
  1. This reflects that it is a key principle of Jersey law that Shareholders are entitled to receive full notice of the matters to be considered at the AGM and to have an opportunity to exercise their votes in that respect on the basis that general meetings of the Company are the principal means by which Shareholders may legally exercise influence over the Company.  To deny Shareholders this opportunity would cut across key principles of shareholder rights and corporate governance and would likely not be legally sustainable.
  1. I therefore notify the Board that I expect and require the AGM to proceed in the manner prescribed and implied by the AGM notice.  Any attempt to vary, alter, delay or adjourn any Resolutions at the AGM or the AGM itself will be seen and treated as a serious breach of shareholder rights. 
  1. Therefore, I expressly reserve any and all rights to challenge or make any claim against the Company and/or members of the Board personally (as the case may be) in relation to any such matters.  The Board in particular should be aware that to the extent that any claim must as a matter of law be made against the Company, the Company may in turn be entitled to recourse against members of the Board personally.  In addition, the Board may be liable for a breach of the articles of association of the Company directly or under a derivative action.
I would be grateful if you could ensure that each member of the Board receives a copy of this note.