Adjunct Superintendent Resolution No. 011-2025-SMV/11

That, the IGCC – the instructing body of the administrative sanctioning procedures (hereinafter, the PAS) referred to in this case – has brought to the attention of the Adjunct Superintendency of Market Conduct Supervision of the SMV (hereinafter, SASCM), the PAS of administrative file No. 2024040025, in order for it to issue a decision as the sanctioning body of a single administrative instance, according to the type of infractions evaluated in said PAS. In this way, the SASCM assumes competence in observance of the exercise of the supervision function and the sanctioning power of the SMV established through the Single Concorded Text of its Organic Law, Decree Law No. 26126 (hereinafter, LOSMV), and the Single Consolidated Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF1 (hereinafter, TUO LMV); as well as by what is provided in the Sanctions Regulation,

1 By Supreme Decree No. 020-2023-EF, published on February 10, 2023 in the Official Newspaper El Peruano, the Single Consolidated Text of the Securities Market Law, Legislative Decree No. 861 was approved.

Charge No. 1
Communicate late the important fact referred to the approval of its consolidated interim financial statements as of June 30, 2023, which occurred on August 14, 2023, which should have been informed on the same day; however, it was communicated on August 15, 2023 (File No. 2023035420).

Charge No. 2
Present late its consolidated interim financial statements as of June 30, 2023, approved on August 14, 2023, which should have been presented on the same day of their approval; however, they were presented on August 15, 2023 (File No. 2023035421).

Charge No. 3
Present late its audited annual individual financial statements for the 2022 fiscal year, which should have been presented by the deadline of May 02, 2023; however, they were presented on May 31, 2023. (File No. 2023024676).
It should be indicated that in Memorandum No. 1922-2023-SMV/11.1, the General Superintendency of Conduct Supervision (hereinafter, IGSC) has specified that through Letter No. 2012-2023-SMV/11.1 (File No. 2023013897) an extension was granted to Minera IRL Limited for the presentation of the audited annual individual financial statements for the 2022 fiscal year until May 01, 2023 2.

2 Although the deadline for presentation for this financial information was until May 01, 2023, because it was a holiday; the deadline was extended to the next business day; that is, Tuesday, May 02, 2023.

Charge No. 4
Present late the annual report for the 2022 fiscal year, which should have been presented by the deadline of May 02, 2023; however, it was presented on May 31, 2023. (File No. 2023024676) It should be indicated that in Memorandum No. 1922-2023-SMV/11.1, the IGSC has specified that through Letter No. 2012-2023-SMV/11.1 (File No. 2023013897) an extension was granted to Minera IRL Limited for the presentation of the annual report for the 2022 fiscal year until May 01, 2023 3.

3 Although the deadline for presentation for this financial information was until May 01, 2023, because it was a holiday; the deadline was extended to the next business day; that is, Tuesday, May 02, 2023.

Charge No. 5
Present late its audited annual consolidated financial statements for the 2022 fiscal year, which should have been presented by the deadline of May 02, 2023 4; however, they were presented on May 31, 2023. (File No. 2023024639).

Charge No. 6
Present late its audited annual individual financial statements for the 2023 fiscal year, which should have been presented by the deadline of April 30, 2024; however, they were presented on June 03, 2024. (File No. 2024024809)

Charge No. 7
Present late the annual report for the 2023 fiscal year, which should have been presented by the deadline of April 30, 2024; however, it was presented on June 03, 2024. (File No. 2024024809)

Charge No. 8
Present late its audited annual consolidated financial statements for the 2023 fiscal year, which should have been presented by the deadline of April 30, 2024; however, they were presented on June 03, 2024. (File No. 2024024805)

2.3 Defenses
4. That, through a document presented on November 08, 2024, the Issuer presented its defenses stating the following:

With regard to Charges No. 1 and 2, it indicated that although SMV regulations establish that important facts must be reported as soon as they occur, there is a Financial Information and Annual Report Submission Calendar, which specifies the periods and deadlines for the submission of these, therefore, Minera IRL presented the Consolidated Interim Financial Statements as of June 30, 2023 (Charge No. 2) on August 15, 2023, being within the deadline established in the Calendar.
With regard to Charges No. 3, 4 and 5, it indicated that the late submission was due to factors beyond the Issuer's will since there was a certain delay in the audit performed on the audited annual individual and consolidated financial statements of the 2022 period, which stated that this could be corroborated by verifying with the date of the auditor's signature.
Likewise, with regard to Charges No. 6, 7 and 8, it argued that the late submission was due to factors beyond the Issuer's will since there was a certain delay in the audit performed on the audited annual individual and consolidated financial statements of the 2023 period, which stated that this could be corroborated by verifying with the date of the auditor's signature.

That, through Supreme Decree No. 004-2019-JUS, the Single Consolidated Text of Law No. 27444, General Administrative Procedure Law (hereinafter, TUO of the LPAG) was approved, which contains common rules for the actions of the administrative function of the State and regulates all administrative procedures developed in entities, including special procedures. Likewise, numeral 3) of article 248 of the TUO of the LPAG, indicates the criteria regarding the graduation of the sanction: (a) The illicit benefit resulting from the commission of the infraction, (b) The probability of detection of the infraction, (c) The gravity of the damage to the public interest and/or protected legal good, (d) The economic damage caused, (e) Recidivism, for the commission of the same infraction within a period of one (1) year from when the resolution sanctioning the first infraction became final, (f) The circumstances of the commission of the infraction and, (g) The existence or non-existence of intent in the conduct of the offender;
That, the charges formulated, the defenses and the criteria regarding the graduation of the sanction have been the subject of evaluation in the Report, which has been submitted to the knowledge of the SASCM;
That, in observance of what is provided by numeral 5 of article 255 of the TUO of the LPAG, through Letter No. 5606-2024-SMV/11 of December 12, 2024, the Report was sent to the Issuer so that it could formulate its allegations within a period of five (05) business days; however, despite being legally notified via the MVNet System in accordance with the MVNet System and SMV Virtual Regulation, approved by SMV Resolution No. 004-2024-SMV/01 (hereinafter, MVNet Regulation), to date, it has not presented its corresponding allegations;
III. MATTERS TO BE DETERMINED
That, in the present PAS it corresponds to determine the following:
(i) Whether the Issuer incurred or not in the infractions indicated in the Letter of Charges and Report; (ii) Whether it corresponds or not to impose a sanction on the Issuer;
IV. ANALYSIS
4.1 Applicable Normativity
That, with regard to Charge No. 1, the Issuer would have failed to comply with what is provided by article 30 of the TUO of the LMV, which establishes: “The registration of a certain value or issuance program entails for its issuer the obligation to inform the SMV and, if applicable, to the respective stock exchange or entity responsible for the management of the centralized mechanism, of the important facts, including ongoing negotiations, about itself, the value and the offer made of it, as well as to disclose such facts in a truthful, sufficient and timely manner. (…)”. (Underline added);
That, the Issuer would have failed to comply with numeral 9.1 of article 9 of the Regulation of Important Facts and Reserved Information,

PERU Ministry of Economy and Finance
SMV
Superintendency of the
Securities Market
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship approved by SMV Resolution No. 005-2014-SMV/01 (hereinafter, Regulation of Important Facts), which states: “The Issuer must inform its important fact as soon as such fact occurs or the Issuer takes knowledge of it, and in no case later than the day on which it has occurred or has been known (…)”. (Underline added);
11. That, according to numeral 10 of Annex 1 of the Regulation of Important Facts, the following may qualify as an important fact:
12. “10. Approval and presentation of financial information, annual report, as well as their respective modifications or corrections. The respective financial information and annual report must be attached, as appropriate.” (Underline added);
13. That, with regard to Charges No. 2, 3, 4 and 5, the Issuer would have failed to comply with what is provided by article 31 of the TUO of the LMV, which establishes: “What is provided in the previous article does not relieve the issuer of the timely delivery to the SMV and, if applicable, to the respective stock exchange or entity responsible for the management of the centralized mechanism, of the information that one or the other requires from it and, necessarily, the one indicated below:
a) Its financial statements and indicators, with the minimum information that generally indicates to the SMV, with a periodicity not greater than quarterly; and, b) Its annual report, with the minimum information that generally establishes the SMV (…)”. (Underline added);
14. That, the Issuer would have failed to comply with numeral 5.5 of article 5 of the Regulation of Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange Wheel, approved by SMV Resolution No. 031-2012-SMV/01 (hereinafter, Regulation of Registration and Exclusion), in force at the time the facts referred to in Charges Nos. 2, 3, 4 and 5 occurred 5, which establishes the following:
“Article 5.- Rights and obligations
(…)
5.5 The registration of securities in the Registry and in the RVB generates for the issuers, the Stock Exchange and the Promoting Agents the obligation to present and/or reveal timely the information required in accordance with what is provided in the Law, this Regulation and the other applicable norms.” (Underline added);
Additionally, the Issuer would have failed to comply with the following:

Article 5 of the Norms on Preparation and Presentation of Financial Statements, in force at the time the fact referred to in Charge No. 2 occurred, which establishes that issuers with securities registered in the Public Registry of the Securities Market - RPMV must present to the SMV, among others, their consolidated interim financial statements as of June 30, on the day they were approved by the corresponding body, being the deadline for their approval and respective presentation August 15 of each year.
Article 6 of the Norms on Preparation and Presentation of Financial Statements, in force at the time the fact referred to in Charge No. 3 occurred, which establishes that issuers with securities registered in the RPMV must present to the SMV their audited annual individual financial information on the day it was approved by the corresponding body, being the deadline for these purposes until March 31 of each year.
Article 12 of the Norms on Preparation and Presentation of Financial Statements, in force at the time the fact referred to in Charge No. 4 occurred, which establishes that issuers with securities registered in the RPMV must present to the SMV their annual report on the day it was approved by the corresponding body, being the deadline for these purposes until March 31 of each year.
Article 17 of the Norms on Preparation and Presentation of Financial Statements, in force at the time the fact referred to in Charge No. 5 occurred, which establishes that the parent company of issuers with securities registered in the RPMV must present to the SMV their audited annual consolidated financial statements on the day they were approved by the corresponding social body, being the deadline for such approval April 30 of each year.

That, with regard to Charges No. 6, 7 and 8, the Issuer would have failed to comply with what is provided by article 31 of the TUO of the LMV, which establishes: “What is provided in the previous article does not relieve the issuer of the timely delivery to the SMV and, if applicable, to the respective stock exchange or entity responsible for the management of the centralized mechanism, of the information that one or the other requires from it and, necessarily, the one indicated below:
a) Its financial statements and indicators, with the minimum information that generally indicates to the SMV, with a periodicity not greater than quarterly; and, b) Its annual report, with the minimum information that generally establishes the SMV (…)”. (Underline added);
That, the Issuer would have failed to comply with literal b) of item 5.2.4 of numeral 5.2 of article 5 of the Regulation of Registration and Exclusion, in force at the time the facts referred to in Charges Nos. 6, 7 and 8 occurred 6, which establishes the following:
“Article 5°.- Rights and obligations
(…)
5.2 The issuers of national securities included in numeral 2.18 of article 2° of this Regulation -Regulation of Registration and Exclusion- that are subject to registration in the Registry and in the RVB, are obliged to comply with all national securities market legislation referred to the presentation and dissemination of information and other requirements established. In case that the issuer is included in any of the situations that are indicated below, they must keep in mind the following considerations:
(…)
5.2.4 Issuers of national securities registered in the Registry and the RVB, whose values have been registered simultaneously or subsequently in any Stock Exchange or Organized Market of the foreign included in Section I of Annex 15, including ADS, ADR or other similar, issued on said values, different from those referred to in item 5.2.3
With respect to the regime of presentation and dissemination of information they must take into consideration:

6 Text corresponding to the modification of article 5 of the Regulation of Registration and Exclusion, through the Third Complementary Modification Provision of SMV Resolution No. 013-2023-SMV/01, which entered into force on December 11, 2023.

PERU Ministry of Economy and Finance
SMV
Superintendency of the
Securities Market
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship (…) b) The annual report, or its equivalent, must be sent together with the individual or separate financial statements, being the applicable deadline for its presentation and dissemination the deadline corresponding to the audited annual consolidated financial statements. (…)” (Underline and highlight added);
17. That, in that sense, in application of literal b) of item 5.2.4 of numeral 5.2 of article 5 of the Regulation of Registration and Exclusion, Minera IRL Limited must present to the SMV its audited annual individual financial statements, its annual report and its audited annual consolidated financial statements on the day they were approved by the corresponding body, being the deadline for their presentation April 30 of each year, according to article 17 of the Norms on Preparation, Presentation and Dissemination of Financial Statements, Annual Report and Management Report applicable to entities supervised by the SMV, approved by SMV Resolution No. 013-2023-SMV/01 (hereinafter, new Norms on Preparation, Presentation and Dissemination of Financial Statements), in force at the time the facts referred to in Charges Nos. 6, 7 and 8 occurred 7;
18. That, for the purpose of determining the possible sanction, these infractions are typified as minor infractions in item 3.1 of numeral 3 of Annex I of the Sanctions Regulation, which establishes as an infraction: “Present outside the established deadline, or do so incompletely, or, without observing the technical specifications approved by the SMV or without communicating the approval by the corresponding corporate body, to the SMV, to the Stock Exchange, to the entity in charge of the centralized trading mechanism or to any other entity or subject of the securities market, the individual or consolidated audited financial information, the individual or consolidated interim financial statements, management report, special audit report, important facts and, annual reports.” (Underline and highlight added);
19. That, according to article 35 of the Sanctions Regulation, these infractions are sanctionable with a warning or a fine not less than one (1) UIT and up to twenty-five (25) UIT;
4.2 Evaluation of the case
20. That, in the administrative file No. 2024040025, which contains the documentation of the present PAS, it is appreciated that through Memorandum No. 4435-2023-SMV/11.1 of October 19, 2023 (File No. 2023043907), Memorandum No. 1922-2023-SMV/11.1 of May 23, 2023 (File No. 2023021446) and Memorandum No. 2241-2024-SMV/11.1 of June 06, 2024 (File No. 2024023732), the IGSC – the body of the SMV that has within its functions and powers, the supervision of compliance with the norms applicable to issuing companies with securities registered in the RPMV, evaluating the indications of possible infractions, and sends, for its consideration, the reports of indications of infraction respective, to the IGCC – sent to the IGCC, the result of its evaluation, and specifically what refers to the present case;
21. That, it must be kept in mind that the procedures and legal forms with which the IGSC conducts its inspection and/or supervision activity and upon concluding it with a report of indications of infraction, determine that its

Through Superintendent Resolution No. 013-2023-SMV/01, the new Rules on Preparation, Presentation and Dissemination of Financial Statements (EEFF) were approved, which have been in effect since December 11, 2023.

PERU Ministry of Economy and Finance
SMV
Securities Market Superintendence
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship pronouncement or opinion on a specific supervision topic—which can even contain a decision, such as the adoption of corrective measures)—whether it is an opinion on the merits of the matter; it must be specified that such opinion and the report of indications of infringement from the IGSC is not binding for the IGCC, as established in the second paragraph of article 9 of the Sanctions Regulation 8;

That, in this way, it is understood that in the evaluation of the facts related to the present PAS, two (2) other administrative bodies or instances of the SMV, functionally independent from each other and from this Office, intervened and participated previously to the issuance of this resolution; first the IGSC which at its opportunity reported the indications of infringement and then the IGCC which, as a result of its evaluation, formulated the Notice of Charges and the Report; and at this point of the PAS it corresponds to the Office of the SASCM to issue a pronouncement containing its decision regarding the mentioned charges, it being precise to indicate that by its nature, as previously noted, it will be a decision of a single administrative instance;
That, as previously noted, through a written submission presented on November 8, 2024, the Issuer presented its defenses;
That, in that sense, with regard to the non-compliances detailed in the Notice of Charges and the defenses presented by the Issuer, the following evaluation is carried out:

With regard to Charges No. 1 and 2
It should be indicated that with regard to Charge No. 1 referring to the communication of the material fact regarding the approval of consolidated interim financial statements as of June 30, 2023, approved on August 14, 2023; contrary to what was stated by the Issuer, the deadline for communicating a material fact is governed by the deadline established in numeral 9.1 of article 9 of the Regulation on Material Facts, so the referred material fact should have been communicated on the same day the fact occurred; however, it was communicated on August 15, 2023, that is, with a (01) day delay;

Regarding Charge No. 2, although the Issuer states that it presented its Consolidated Interim Financial Statements as of June 30, 2023 within the deadline according to the limit dates established in the Calendar for Presentation of Financial Information and Annual Report (Informational document prepared by the IGSC based on the Rules on Preparation and Presentation of EEFF), it must be remembered that article 5 of the Rules on Preparation and Presentation of EEFF states that issuers must present their consolidated interim financial statements as of June 30, on the day they were approved by the corresponding body, having a deadline of August 15 of each year.

Likewise, the Calendar for Presentation of Financial Information and Annual Report summarizes what is established in article 5 of the Rules on Preparation and Presentation of EEFF, which established that the mandatory date to present such financial information is the same day of its approval, as can be appreciated below in Image No. 1:

Image No. 1:
Calendar for Presentation of Financial Information and Annual Report

In that sense, according to the review of control records regarding the presentation of information to the RPMV, it is observed that its consolidated interim financial statements as of June 30, 2023 were approved in the Board of Directors Session of August 14, 2023, so the Issuer was obligated to present them to the SMV on the same day they were approved; however, they were presented on August 15, 2023, that is, with a one-day delay.

Consequently, the behaviors constituting the infractions described in Charges No. 1 and 2 are proven, and the administrative responsibility of the Issuer is determined, for which reason, it corresponds to analyze the sanction proposal in accordance with what is provided by the principle of reasonableness and the sanction criteria, which will be evaluated in the section of sanction determination.

With regard to Charges No. 3, 4 and 5
The Issuer in its defenses stated that it would have presented its information late due to a delay in the audit carried out on the annual individual financial statements, consolidated and annual report of the 2022 period.

Regarding this matter, it should be indicated that the Issuer presented its audited annual individual financial statements, annual report and its audited annual consolidated financial statements for the 2022 exercise on May 31, 2023, when it should have presented them at the latest by May 02, 2023.

In accordance with the above, it corresponds to indicate that the circumstances alleged by the Issuer as a situation that generated the non-compliances of not presenting the audited annual financial information and annual report of the 2022 exercise within the legal deadline, does not qualify as an exemption from responsibility for force majeure because the Issuer has not presented the evidentiary means that accredit that the delay in the remittance of the audited annual financial statements by the audit firm were due to situations outside its will or control that prevented it from adopting the adequate mechanisms and remitting its financial information on time to the audit firm so that it could elaborate them and remit them to the Issuer within the corresponding deadlines. Therefore, simple non-compliance due to lack of diligence when carrying out the activity to which it was obligated cannot be alleged as force majeure.

It must be specified that although it corresponds to the administration the burden of proof for purposes of attributing to the regulated parties the infractions that serve as the basis for sanctioning them, upon the occurrence that the administration has proven the commission of the infractions, it corresponds to the regulated party to prove the facts excluding their responsibility if they allege it, as Nieto García points out; referring to the jurisprudence of the Spanish Supreme Court: "(...) with respect to the burden of proof in any punitive action, it is the sanctioning body who is responsible for proving the facts that shall serve as support for the possible infraction, while it falls to the accused to prove the facts that may result in the exclusion of their responsibility". (Underlining added).

In that sense, since the administration has the burden of proving the facts constitutive of the infraction, in the present case, since it concerns infractions regarding the late presentation of periodic information, these have been accredited, and it has been verified that the Issuer remitted to the SMV its audited annual individual financial statements and annual report; as well as, its audited annual consolidated financial statements of the 2022 period on May 31, 2023, when it should have presented them at the latest by May 02, 2023.

Consequently, the behaviors constituting the infractions described in Charges No. 3, 4 and 5 are proven, and the administrative responsibility of the Issuer is determined, for which reason, it corresponds to analyze the sanction proposal in accordance with what is provided by the principle of reasonableness and the sanction criteria, which will be evaluated in the section of sanction determination.

With regard to Charges No. 6, 7 and 8
In the same way, the Issuer in its defenses stated that it would have presented the information late due to a delay in the audit carried out on the annual individual and consolidated financial statements and the annual report of the 2023 period.

Regarding this matter, it should be indicated that the Issuer presented its audited annual individual financial statements, annual report and its audited annual consolidated financial statements for the 2023 exercise on June 03, 2024, when it should have presented them at the latest by April 30, 2024.

In accordance with the above, it corresponds to indicate that the circumstances alleged by the Issuer as a situation that generated the non-compliances of not presenting the audited annual financial information and annual report of the 2023 exercise within the legal deadline, does not qualify as an exemption from responsibility for force majeure because the Issuer has not presented the evidentiary means that accredit that the delay in the remittance of the audited annual financial statements by the audit firm were due to situations outside its will or control that prevented it from adopting the adequate mechanisms and remitting its financial information on time to the audit firm so that it could elaborate them and remit them to the Issuer within the corresponding deadlines. Therefore, simple non-compliance due to lack of diligence when carrying out the activity to which it was obligated cannot be alleged as force majeure.

In that sense, since the administration has the burden of proving the facts

PERU Ministry of Economy and Finance
SMV
Securities Market Superintendence
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship constitutive of infraction, in the present case, since it concerns infractions regarding the late presentation of periodic information, these have been accredited, and it has been verified that the Issuer remitted to the SMV its audited annual individual financial statements and annual report; as well as, its audited annual consolidated financial statements of the 2023 period on June 03, 2024, when it should have presented them at the latest by April 30, 2024.

Consequently, the behaviors constituting the infractions described in Charges No. 6, 7 and 8 are proven, and the administrative responsibility of the Issuer is determined, for which reason, it corresponds to analyze the sanction proposal in accordance with what is provided by the principle of reasonableness and the sanction criteria, which will be evaluated in the section of sanction determination.

V. DETERMINATION OF THE SANCTION

That, for purposes of determining possible sanctions, infractions regarding late communication of material facts as well as late presentation of financial information, it must be stated that according to what is provided in subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation, it states that it constitutes a minor infraction: "To present outside the established deadline, or to present it incompletely, or, without observing the technical specifications approved by the SMV or without communicating the approval by the corresponding corporate body, to the SMV, to the Stock Exchange, to the entity in charge of the centralized negotiation mechanism or to any other entity or subject of the securities market, the individual or consolidated audited financial information, the individual or consolidated interim financial statements, management report, special audit report, material facts, and annual reports." (Highlight added);
That, according to what is established in article 35 of the Sanctions Regulation, it corresponds that these infractions be sanctioned with a reprimand or a fine not less than one (01) UIT and up to the limit of twenty-five (25) UIT;

5.1 Sanction Criteria

That, having determined the commission of the imputed infractions, it corresponds to evaluate the sanction in accordance with article 25 of the Sanctions Regulation, concordant with numeral 3) of article 248 of the TUO of the LPAG and article 344 of the TUO of the LMV, which develop the criteria for sanction graduation: (i) the sanction antecedents of the issuer, (ii) recidivism, (iii) the circumstances of the commission of the infraction, (iv) the economic damage caused and its repercussion in the market, (v) the illicit benefit resulting from the commission of the infraction, (vi) the probability of detection of the infraction, (vii) the gravity of the damage to the public interest and/or protected legal good and (viii) the existence or not of intent in the conduct of the infringer;
That, in addition to the previously cited norms, for purposes of determining the sanction to be imposed on the Issuer for the non-compliances referred to the late and incomplete communication of material facts and the late presentation of financial information, the Criteria applicable to the administrative sanctioning procedure for non-compliance with the regulations regulating the remittance of periodic or eventual information, approved by SMV Resolution No. 006-2012-SMV/01, in force at the time of the commission of the infractions (hereinafter, Special Sanction Criteria); must be taken into account;
That, it must be indicated that through article 1 of Resolution No. 007-2023-SMV/01 of September 04, 2023, the Graduated Sanction Regime for late presentation of financial information, annual report and material facts (hereinafter, New Graduated Sanction Regime) was approved, whose article 4 disposed its validity from January 01, 2024; and in article 2 of the referred Resolution the Special Sanction Criteria are repealed;
That, in attention to the above and considering that the regulation has been modified during the processing of the present administrative sanctioning procedure, it corresponds to analyze if in the present case the provisions of the New Graduated Sanction Regime should be applied by virtue of the Principle of Retroactive Favorability, established in numeral 5 of article 248 of the TUO of the LPAG, which states that: "(...) sanctioning provisions in force at the moment the regulated party incurs in the conduct to be sanctioned are applicable, except if the subsequent ones are more favorable to them";
That, according to what was previously mentioned, regarding the sanction criteria, it proceeds to analyze: (i) the sanction antecedents of the issuer, (ii) recidivism, (iii) the circumstances of the commission of the infraction, (iv) the economic damage caused and its repercussion in the market, (v) the illicit benefit resulting from the commission of the infraction, (vi) the probability of detection of the infraction, (vii) the gravity of the damage to the public interest and/or protected legal good and (viii) the existence or not of intent in the conduct of the infringer;
That, with relation to the gravity of the damage to the public interest and/or protected legal good, it must be indicated that the timely presentation of periodic or eventual information by issuers of securities registered in the RPMV constitutes a fundamental obligation in the transparency of the securities market, so that market participants can make their investment decisions adequately informed. Consequently, although no gravity of damage to the public interest is evidenced, the non-compliance with the obligation to inform the market within the limit deadlines by issuers affects the transparency of the market, which is considered a protected legal good;
That, with respect to sanction antecedents, subsection a) of article 25 of the Sanctions Regulation establishes that they are the firm sanctions imposed by the SMV within the period of four (04) years prior to the commission of the infraction to be sanctioned; without prejudice to this, without prejudice to this, it is made the precision that the commission of the same infraction in the year prior to the infraction to be sanctioned is not considered as an antecedent. Regarding this matter, from the verification carried out in the SMV Sanctions System, it has been determined that the Issuer has sanction antecedents, as detailed in the Report;
That, with respect to recidivism for the commission of the same infraction, it is opportune to point out that the Sanction Criteria, in force at the time of the commission of these facts, did not include as a criterion to be taken into account for the application of the sanction the recidivism, this criterion was only incorporated in the New Graduated Sanction Regime, which establishes in numeral 5.2 that "It is considered that there is recidivism, if during the year prior to the commission of the infraction to be sanctioned, one has been sanctioned for an infraction of the same nature to which it is intended to sanction, provided that such sanction has acquired firmness during said period", likewise, the New Graduated Sanction Regime states that for purposes of determining recidivism as an aggravating factor, a quantum of up to 10% has been established that would be added to the fine proposal, if it is verified that the infringer is a recidivist. Regarding this, it has been verified that there is no recidivism on the part of the Issuer, as detailed in the Report;
That, with regard to the circumstances of the commission of the infraction, it must be stated that, from the verification of the information disseminated by the Issuer on the Institutional Page of the SMV, the following is observed:

8 In article 245 of the TUO of the LPAG, the following forms or modes in which the supervision activity could be concluded are indicated: 1) Certificate of conformity of the activity developed by the regulated party; 2) Recommendation of improvements or corrections of the activity developed by the regulated party; 3) The warning of the existence of non-compliances not susceptible of meriting the determination of administrative responsibilities; 4) The recommendation of the initiation of a procedure with the aim of determining the administrative responsibilities that correspond; 5) The adoption of corrective measures and 6) Other forms as established by special laws.

Article 9.- Preliminary inquiries as a consequence of supervision actions
(...)
When these bodies conclude that there are sufficient indications of possible administrative infractions, they remit the corresponding reports to the General Inspectorates of Compliance, which determine whether or not to initiate an administrative sanctioning procedure. If the case arises, the General Inspectorates of Compliance may carry out additional inspections or investigations of the reported indications. In the case of possible infractions in the scope of the Regulation of the Participatory Financing Activity and its Managing Companies, the preliminary inquiries are carried out by the General Inspectorate of Investigation and Innovation, a dependency that, if there are sufficient indications of possible administrative infractions, will determine whether or not to initiate an administrative sanctioning procedure. (...).

The relevant fact regarding the approval of its consolidated interim financial statements as of June 30, 2023, carried out on August 14, 2023, was communicated on August 15, 2023, with a (01) calendar day delay.
The consolidated interim financial statements as of June 30, 2023, presented on August 14, 2023, were submitted on August 15, 2023, with a (01) calendar day delay.
The audited annual individual financial statements for the 2022 fiscal year, which should have been submitted by May 02, 2023, were submitted on May 31, 2023, with twenty-nine (29) calendar days of delay.
The Annual Report for the 2022 fiscal year, which should have been submitted by April 30, 2023; however, it was presented on May 02, 2023, were submitted on May 31, 2023, with twenty-nine (29) calendar days of delay.
The audited consolidated annual financial statements for the 2022 fiscal year, which should have been submitted by May 02, 2023, were submitted on May 31, 2023, with twenty-nine (29) calendar days of delay.
The audited annual individual financial statements for the 2023 fiscal year, which should have been submitted by April 30, 2024, were submitted on June 03, 2024, with thirty-four (34) calendar days of delay.
The Annual Report for the 2023 fiscal year, which should have been submitted by April 30, 2024, was submitted on June 03, 2024, with thirty-four (34) calendar days of delay.
The audited consolidated annual financial statements for the 2023 fiscal year, which should have been submitted by April 30, 2024, were submitted on June 03, 2024, with thirty-four (34) calendar days of delay.

That, regarding the economic damage caused and its repercussion on the market, this criterion evaluates quantifiable or non-produced damage by the administrative offense, which includes the evaluation of economic damages occasioned. In this sense, although there is damage that affects the market because by not disseminating relevant information in a timely manner, such as important facts and financial information, there is an impact on the transparency of the securities market, which is considered a protected legal interest, it has not been evidenced that the non-compliance has produced quantifiable damage, understood as economic damage caused to one or several investors;
That, regarding the illicit benefit resulting from the commission of the offense, it must be noted that there are not sufficient elements to indicate that the Issuer, as a consequence of the committed offenses, has obtained or generated an illicit benefit;
That, regarding the probability of detection of the offense, it must be noted that the failure to present periodic or eventual information in a timely manner is verified through internal control systems, so it is considered that for this type of non-compliance, the probability of detection is high;
That, regarding the existence or non-existence of intent in the offender's conduct, it can be noted that there are not sufficient elements to indicate that the Issuer acted with intent in the commission of the offenses, so this criterion would not have been configured. However, it is necessary to indicate that despite there being no indications to suggest that the Issuer acted with

PERU Ministry of Economy and Finance
SMV
Superintendency of the Securities Market
Electronally signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship

intent, it can be affirmed that the Issuer's conduct was negligent, as it did not act with the diligence required regarding obligations already known by the Issuer;

Determination of Sanction regarding Charges No. 1, 2, 3, 4 and 5

That, consequently, as indicated above, considering that the New Gradual Sanctioning Regime entered into force on January 01, 2024 and the present PAS is in process (instruction phase), it corresponds to analyze if this new regulation is more beneficial or not for the determination of the sanction to be imposed, which it is proposed to propose in the present instruction report, by virtue of the Principle of Favorable Retroactivity, established in numeral 5 of article 248 of the TUO of the LPAG, by which it is possible to apply subsequent sanctioning norms to the commission of the offense always that they benefit the administrator, the sanction to be applied will be graduated taking into account the Special Sanctioning Criteria and also the New Gradual Sanctioning Regime;
That, regarding the antecedents, the Special Sanctioning Criteria 10 establish that “it will increase by two percent (2%) if it is determined that the offending subject has sanctioning antecedents and by three (3%) if it has antecedents of the same conduct that is intended to be sanctioned.”, likewise, the New Gradual Regime states that “The resulting amount from the application of the guidelines contemplated in numeral 6.2 can be increased up to five percent (5%) if it is accredited that the offending subject has sanctioning antecedents”, without making distinction on whether they correspond to different or the same type of offender. Therefore, in order to determine which rule is more beneficial, it was considered that the application of the new regulation will increase one percent (1%) for each sanction resolution that constitutes the antecedent up to a maximum of five percent (5%). In the present case, since four (04) sanctioning antecedents of the same type and different type have been identified, it will correspond to apply the additional percentage in the charges that correspond, according to what is established in the Special Sanctioning Criteria and the New Gradual Regime;
That, regarding recidivism, the Special Sanctioning Criteria did not regulate this criterion for its quantification and the New Gradual Regime states that “The resulting amount from the application of the guidelines contemplated in numeral 6.2 can be increased (…) up to ten percent (10%) if it is verified that the offending subject is a recidivist”; in this sense, it is considered that it will increase by five percent (5%) when the Issuer has one (01) sanction resolution that grants recidivism or ten percent (10%) when it has two (02) or more sanction resolutions that grant recidivism. Regarding this, since it has been verified that there is no recidivism on the part of the Issuer, it corresponds not to apply this aggravating factor when determining the fine to be imposed.

10 4.2. Guidelines for the application of the criteria (…) (iv) In case it does not correspond to apply a warning sanction, the competent bodies of the SMV must observe the following guidelines referred to the circumstances of the commission of the offense:
(…)
Regarding non-compliance in the communication of eventual information, such as the important facts For each calendar day of delay, thirty percent (30%) of one (1) UIT will be added up to a maximum of three (3) UIT.
(…)
(v) The resulting amount of the guidelines contemplated in the preceding numeral (iv) will be increased by two percent (2%) if it is determined that the offending subject has sanctioning antecedents of sanction and in three (3%) if it has antecedents of the same conduct that is intended to be sanctioned.

43. That, in the review of the Special Sanctioning Criteria and the New Gradual Regime, it is worth noting that in all the offenses subject of Charges No. 1, 2, 3, 4 and 5 it is more favorable the application of the Sanctioning Criteria, in force at the time of the commission of the offenses, so it corresponds to impose a total fine of 18.48 UIT equivalent to S/ 91,476.00 (Ninety-One Thousand Four Hundred Seventy-Six and 00/100 Soles) 11, according to the following detail:

1. For the offense referred to the late communication as an important fact of the approval of the consolidated interim financial statements as of June 30, 2023, it corresponds to apply a fine of 0.32 UIT equivalent to S/ 1,559.25 (One Thousand Five Hundred Fifty-Nine and 25/100 Soles).
2. For the offense referred to the late presentation of the consolidated interim financial statements as of June 30, 2023, it corresponds to apply a fine of 2.15 UIT equivalent to S/ 10,654.88 (Ten Thousand Six Hundred Fifty-Four and 88/100 Soles).
3. For the offense referred to the late presentation of the audited annual individual financial statements of the 2022 fiscal year, it corresponds to apply a fine of 6.20 UIT equivalent to S/ 30,665.25 (Thirty Thousand Six Hundred Sixty-Five and 25/100 Soles).
4. For the offense referred to the late presentation of the annual report of the 2022 fiscal year, it corresponds to apply a fine of 3.62 UIT equivalent to S/ 17,931.38 (Seventeen Thousand Nine Hundred Thirty-One and 38/100 Soles).
5. For the offense referred to the late presentation of the audited consolidated annual financial statements of the 2022 fiscal year, it corresponds to apply a fine of 6.20 UIT equivalent to S/ 30,665.25 (Thirty Thousand Six Hundred Sixty-Five and 25/100 Soles).

Determination of Sanction regarding Charges No. 6, 7 and 8

That, considering that the New Gradual Sanctioning Regime entered into force on January 01, 2024 and the present PAS is in process (instruction phase), it corresponds to the application of this new regulation for the determination of the sanction to be imposed for the non-compliances detailed in Charges No. 6, 7 and 8, which were committed after the date of entry into force of the New Gradual Sanctioning Regime;
That, regarding the antecedents, the New Gradual Regime states that “The resulting amount from the application of the guidelines contemplated in numeral 6.2 can be increased up to five percent (5%) if it is accredited that the offending subject has sanctioning antecedents”, without making distinction on whether they correspond to different or the same type of offender. Therefore, in application of the new regulation, it will increase one percent (1%) for each sanction resolution that constitutes the antecedent up to a maximum of five percent (5%). In the present case, since three (03) sanctioning antecedents have been identified, it will correspond to apply the additional percentage in the charges that correspond according to what is established in the New Gradual Sanctioning Regime;
That, regarding recidivism, the New Gradual Regime states that “The resulting amount from the application of the guidelines contemplated in numeral 6.2 can be increased (…) up to ten percent (10%) if it is verified that the offending subject is a recidivist”; in this sense, it is considered that it will increase by five percent (5%) when the Issuer has one (01) resolution of

11 The Supreme Decree No. 309-2022-EF fixed the UIT for the 2023 exercise at S/ 4,950.00.

sanction that grants recidivism or ten percent (10%) when it has two (02) or more sanction resolutions that grant recidivism. Regarding this, since it has been verified that there is no recidivism on the part of the Issuer, it corresponds not to apply this aggravating factor when determining the fine to be imposed;

47. That, in that sense, from the review of the Special Sanctioning Criteria and the New Gradual Regime, it is worth noting that in all the offenses subject of Charges No. 6, 7 and 8 it is more favorable the application of the Sanctioning Criteria, in force at the time of the commission of the offenses; so it corresponds to impose a total fine of 24.57 UIT equivalent to S/ 126,512.33 (One Hundred Twenty-Six Thousand Five Hundred Twelve and Thirty-Three and 00/100 soles) 12, according to the following detail:

6. For the offense referred to the late presentation of the audited annual individual financial statements of the 2023 fiscal year, it corresponds to apply a fine of 8.19 UIT equivalent to S/ 42,170.78 (Forty-Two Thousand One Hundred Seventy and 78/100 Soles).
7. For the offense referred to the late presentation of the audited annual individual financial statements of the 2023 fiscal year, it corresponds to apply a fine of 8.19 UIT equivalent to S/ 42,170.78 (Forty-Two Thousand One Hundred Seventy and 78/100 Soles).
8. For the offense referred to the late presentation of the audited annual individual financial statements of the 2023 fiscal year, it corresponds to apply a fine of 8.19 UIT equivalent to S/ 42,170.78 (Forty-Two Thousand One Hundred Seventy and 78/100 Soles), and;

Being in accordance with what is established in numerals 14 and 36 of article 43 of the Regulations of Organization and Functions of the SMV, approved by Supreme Decree No. 216-2011-EF;

RESOLVES:

Article 1º.- Declare that MINERA IRL LIMITED, has incurred eight (8) minor infractions typified in inciso 3.1 of numeral 3 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, for: (i) communicating in a late manner the important fact referred to the approval of its consolidated interim financial statements as of June 30, 2023 (Charge No. 1); (ii) presenting in a late manner the consolidated interim financial statements as of June 30, 2023 (Charge No. 2), (iii) presenting in a late manner the audited annual individual financial statements of the 2022 fiscal year (Charge No. 3), (iv) presenting in a late manner the annual report of the 2022 fiscal year (Charge No. 4), (v) presenting in a late manner the audited consolidated annual financial statements of the 2022 fiscal year (Charge No. 5), (vi) presenting in a late manner the audited annual individual financial statements of the 2023 fiscal year (Charge No. 6), (vii) presenting in a late manner the annual report of the 2023 fiscal year (Charge No. 7), and (viii) presenting in a late manner the audited consolidated annual financial statements of the 2023 fiscal year (Charge No. 8)

Article 2º.- Sanction MINERA IRL LIMITED, with a total fine of 43.05 UIT equivalent to S/ 217,988.33 (Two Hundred Seventeen Thousand Nine Hundred Eighty-Eight and 33/100 Soles) for what is established in article 1° of the present Resolution.

12 The Supreme Decree No. 309-2023-EF fixed the UIT for the 2024 exercise at S/ 5,150.00.

Article 3º.- The present Resolution does not exhaust the administrative route, this being able to be challenged before this Assistant Superintendency of Market Conduct Supervision by filing the reconsideration appeal, administrative appeal recognized in article 218 of the Single Ordered Text of Law No. 27444, General Administrative Procedure Law, approved by Supreme Decree No. 004-2019-JUS, within the term of fifteen (15) business days counted from the day following its notification, since it is a procedure of a single administrative instance. In case the present Resolution is not challenged, it may avail itself of the regime of reduction of the corresponding sanction.

Article 4º.- In case the present Resolution is not subject to challenge, it must be published on the Institutional Page of the - SMV in the Unique Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv), in observance of what is established by numeral 1 of article 7 of the Policy on diffusion of normative projects, norms of general character, early agenda and other administrative acts of the SMV, approved by SMV Resolution No. 014-2014-SMV/01, and by what is established in the last paragraph of article 14 of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01.

Article 5º.- Transcribe the present Resolution to
MINERA IRL LIMITED.

Carlos Rivero Zevallos
Assistant Superintendent
Assistant Superintendency of Market Conduct Supervision

Lineage

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