IKN

Tis rigor and not law

Minera IRL (IRL.to) (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 (IRL.to) (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.

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