Mr. Brad Boland reports

MINERA IRL LIMITED REPORTS AGM VOTING RESULTS AND APPOINTMENT OF NEW DIRECTOR

Minera IRL Ltd. has released the voting results from its annual general meeting, held on Aug. 27, 2015, as well as appointed a new director, Jaime A. Pinto.

The company put forward 10 resolutions to be voted on by shareholders at its annual general meeting held on Aug. 27, 2015. The resolutions were outlined in the management information circular dated July 17, 2015, and form of proxy that were posted to shareholders and are available on SEDAR and the company's website.

Pursuant to Canadian securities administrators' Section 11.3 of National Instrument 51-102, Continuous Disclosure Obligations, a brief description of the matters voted upon and the voting results of the meeting are provided in the meeting results section at the end of this press release. The total number of ordinary shares represented by shareholders present in person or by proxy at the meeting was 67,484,780, representing 29.2 per cent of the company's outstanding ordinary shares.

Four of the resolutions put forward by the company did not receive shareholder approval. The resolutions not receiving shareholder approval included:

1. The re-election of Daryl Hodges as director (resolution No. 3);
2. The reapproval of the company's 10-per-cent rolling stock option plan (resolution No. 6);
3. The authorization to allot up to 115,567,514 ordinary shares for cash, being 50 per cent of the ordinary shares issued by the company (resolution No. 9);
4. The authorization to consolidate every 10 issued ordinary shares of no par value of the company into one ordinary share of no par value (resolution No. 10).

Appointment of Jaime A. Pinto as director

Pursuant to the articles of association of the company and Toronto Stock Exchange listing rules, the company must have at least three board members. Immediately subsequent to the meeting, in response to the resolution to re-elect Mr. Hodges not being approved, Robin Fryer and Dr. Doug Jones, being the remaining directors of the company, appointed Mr. Pinto to the board of directors, subject to regulatory approval.

Mr. Pinto has been practising law since 1982 and is currently the principal partner of Estudio Pinto & Abogados law firm in Lima, Peru, since October, 2010. From August, 2008, to September, 2010, Mr. Pinto was a partner at Lema, Solari & Santivanez, a law firm located in Lima, practising corporate finance and restructuring, energy, telecommunications, privatizations, and concessions. Mr. Pinto was also Peru's representative at the board of executive directors of the Inter-American Development Bank from September, 2001, until March, 2007. Mr. Pinto has been on the boards of mining-related and energy-related companies in the past, and is currently on the board of Refineria la Pampilla SAA, Peru's largest oil refinery, where he heads the audit committee, and is a director of Lupaka Gold Corp., a TSX Venture Exchange-listed company.

The board is pleased to have secured someone with Mr. Pinto's experience in the mining industry and in Peru. A further announcement will be made once regulatory approvals have been completed.

The board would like to thank Mr. Hodges for his hard work as a director of Minera IRL since February, 2014, and as executive chairman since March, 2015.

The board will immediately begin the process of identifying candidates to fill the role of chief executive officer. Until such time, the board is confident that the company has sufficient management resources in place required to continue to carry on the day-to-day business and affairs of the company.

Authorization to issue ordinary shares for cash

As a result of the resolution to authorize the board to allot up to 115,567,514 ordinary shares for cash not being approved by shareholders at the meeting, the company is unable to issue any shares without prior shareholder approval. Additionally, it has also resulted in the company being unable to issue up to 30 million ordinary shares of the company to settle the principal amount of a promissory note for the sum of $2.19-million (U.S.) issued by the company and held by Rio Tinto Mining and Exploration Ltd.

As previously disclosed, the company expects that an equity offering will be required to supplement any debt facility that the company is able to secure to finance the development of the Ollachea gold project and for corporate and working capital purposes. The board will review the impact of being unable to issue shares without prior shareholder approval to determine if steps to remedy this situation should be taken.

Proposed one-for-10 share consolidation

As a result of the resolution pertaining to the previously announced one-for-10 consolidation of the company's ordinary shares not being approved by shareholders, the consolidation will not be taking place.

Meeting results

Pursuant to Canadian securities administrators' Section 11.3 of National Instrument 51-102, Continuous Disclosure Obligations, the following briefly describes the matter voted upon and the voting results of the meeting.

1. To receive and adopt the audited financial statements of the company for the year ended Dec. 31, 2014, and the report of the directors and the auditor thereon -- approved:
   • On a poll vote, the report of the directors and the auditor and the financial statements of the company were received and adopted. Of the total votes cast at the meeting, 65,175,712 votes were in favour (96.94 per cent) and 2,055,077 votes were against (3.06 per cent).
2. Elect Robin Fryer as director -- approved:
   • On a poll vote, Mr. Fryer was elected as a director of the company. Of the total votes cast at the meeting, 41,823,853 votes were in favour (63.65 per cent) and 23,884,019 votes were against (36.35 per cent).
3. Re-elect Daryl Hodges as director -- not approved:
   • On a poll vote, Mr. Hodges was not re-elected as a director of the company. Of the total votes cast at the meeting, 5,456,003 votes were in favour (8.28 per cent) and 60,472,269 votes were against (91.72 per cent).
4. Re-elect Dr. Doug Jones as director -- approved:
   • On a poll vote, Dr. Jones was re-elected as a director of the company. Of the total votes cast at the meeting, 61,942,184 votes were in favour (94.33 per cent) and 3,720,912 votes were against (5.67 per cent).
5. Reappointment of auditor -- approved:
   • On a poll vote, BDO LLP was appointed auditor of the company until the close of the next annual general meeting and the directors were authorized to determine auditor's remuneration. Of the total votes cast at the meeting, 64,161,011 votes were in favour (97.91 per cent) and 1,367,719 votes were cast against (2.09 per cent).
6. Approve company's stock option plan -- not approved:
   • On a poll vote, the company's 10-per-cent rolling stock option plan was not reapproved by shareholders. Of the total votes cast at the meeting, 17,487,074 votes were in favour (26.73 per cent) and 47,946,535 votes were cast against (73.27 per cent).
7. Authorization for directors to issue ordinary shares to settle Rio Tinto debt -- approved:
   • On a poll vote, the directors were authorized for the purposes of the TSX listing rules to issue up to 30 million ordinary shares of the company to settle the principal amount of a promissory note for the sum of $2.19-million (U.S.) issued by the company and held by Rio Tinto Mining and Exploration Ltd. Of the total votes cast at the meeting, 60,530,406 votes were in favour (92.14 per cent) and 5,166,871 votes were cast against (7.86 per cent). Rio Tinto Mining and Exploration did not vote on this resolution.
8. Authorization for directors to allot ordinary shares (article 5.1) -- approved:
   • On a poll vote, the resolution to authorize the directors to allot (in accordance with article 5.1 of the articles of association of the company) up to a maximum of 115,567,514 ordinary shares was approved, with the authority expiring at the close of the next annual general meeting. of the total votes cast at the meeting, 52,386,445 votes were in favour (79.74 per cent) and 13,310,832 votes were cast against (20.26 per cent).
9. Authorization for directors to allot ordinary shares (article 6.4) -- not approved:
   • On a poll vote, the resolution to authorize the directors to allot (in accordance with article 6.4 of the articles of association of the company) up to a maximum of 115,567,514 ordinary shares was not approved. Of the total votes cast at the meeting, 16,155,269 votes were in favour (24.59 per cent) and 49,542,008 votes were cast against (75.41 per cent).
10. Authorization to consolidate ordinary shares -- not approved:
    • On a poll vote, the resolution authorizing the directors to consolidate every 10 issued ordinary shares of no par value of the company into one ordinary share of no par value was not approved. Of the total votes cast at the meeting, 15,048,750 votes were in favour (22.91 per cent) and 50,628,527 votes were cast against (77.09 per cent).

The total number of ordinary shares represented by shareholders present in person or by proxy at the meeting was 67,484,780, representing 29.2 per cent of the company's outstanding ordinary shares.