18.06.2010
Source: Radio New Dawn on Bougainville Some News on IRC Corporate Update (IRC - 1st Page) By Aloysius Laukai In 2009, the Company raised US$ 6,323,500 in two tranches, initially through the help of a new shareholder, Clarion Finance Pte Ltd (―Clarion‖). Clarion was also promised a position on the Board of Directors by then President of IRC, Lindsay Semple. The purpose of the funding was to move the biodiesel project along on Bougainville under the guidance of the expanded Board of Directors. On April 5 and April 6, 2010, Lindsay Semple resigned as President and Director of the Company and Philip Rali resigned as a Director respectively. Nico Civelli was subsequently appointed to the Board of Directors representing Clarion which holds approximately 25% of the shares of the Company. At the end of April 2010, the biodiesel plant, which was originally supposed to be producing bio fuels by May 2010 in Arawa, was still in containers in transit. There was no advance planning whatsoever and therefore the containers were stuck in ports for a considerable amount of time resulting in additional storage fees which could have easily been avoided. Following Mr. Semple‘s and Mr. Rali‘s resignations, it was discovered, that neither IRC nor Bogenvil Resources Development Corporation (AROB) Ltd. (―BRDC‖) held the title to the land where the biodiesel refinery is being put in place and where a considerable investment had already been made by the Company. Lindsay Semple represented to the Board previously that a 20 year lease was in place. This problem is currently being addressed and an update will be provided at a later date. The total cost of the biodiesel project in Arawa has also substantially increased. The original budget was $3 million. The current estimated cost may be as high as $8 million. The communication from IRC management in Bougainville did not include full details of expenditures made or the complete status of the various projects which were previously approved by the Board of IRC. This led to some decisions being made based on incomplete and incorrect information. In early 2010, Clarion invited officials from Bougainville and the BRDC team to Singapore for meetings and to exchange ideas on how to move forward. It became evident that there was a total lack of communication between the Company‘s president in Vancouver, Mr Semple, the Board of Directors, the officials in Bougainville and the shareholders. In March 2010, Clarion planned a tour by an investors‘ group to Bougainville which included some institutional fund managers from New York. Mr. Semple strongly advised that it was not safe on Bougainville due to ―security issues‖ and consequently the fund managers cancelled their trip. A subsequent fact-finding trip to Bougainville was organized on behalf of key shareholders. Messrs. Semple and Rali did not appear receptive to the idea of investors reviewing the status of investments of their own. On this trip, details of past business practices by Messrs. Semple and Rali were discovered. IRC has a terrible reputation and was famous for over promising and not delivering. Over the last five years many projects were started or promised but none of them were finished or run successfully. Click here to watch the related video report "Bougainville - Killer Deal" !
18.06.2010 Source: Radio New Dawn on Bougainville IRC - 2nd Page
Some examples include the closed assay & melt lab or the three fishing boats that were delivered to the island in 2007 but were never put to use and now are in terrible condition. The local authorities in Bougainville initially did
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not even want to speak to our representatives. They pointed to Mr. Semple‘s record of failure in business dealings in PNG and how he left outstanding bills and contracts unfulfilled in the past and they claimed they were seeing the same pattern on Bougainville Security was never a problem on that trip. Representatives from Panguna Metals (www.pangunametals. com) were met which holds the contract on behalf of Bougainville Cooper Limited (―BCL‖) to clean up and dismantle their mine. They employ locals on Bougainville as well as expatriates from Australia and UK. Our own team also met tourists, businessmen from Australia, Japan, USA, and New Zealand travelling on the island in safety. The team was welcomed everywhere and an open dialogue was started between with BRDC, government officials and other interested parties about the current status of IRC projects on the island. Indotan Inc. (―Indotan‖) has initiated litigation against the Company for breach of contract. Mr. Semple was asked by the Board if he was a shareholder of a member of the board of directors of Indotan. Initially Mr. Semple stated he was not a director but later recanted and said he could not remember if he still was a director and claimed he had no beneficial ownership in the outcome of the lawsuit. It was discovered by Company counsel that Mr. Semple is a director of Indotan with significant shareholding. The cost to date to defend this lawsuit is approximately $150,000. On a conference call with the largest shareholders Mr. Semple promised to reimburse IRC for the cost of the cattle operation ($175‘000.00 at least) within 30 days after the call but this money was never paid back, this was an unauthorized expenditure by the management without board approval. Another example of wasteful expenditure is the money expended on assisting the drafting of the new mining law. The board of IRC has been made aware by the Department of Mines in PNG that the World Bank, Department of Mines in PNG and the Department of Mines in Bougainville have had a budget in place of several million dollars and have been working together on a new mining law for the past 2 years. This was never disclosed to the Board of IRC. IRC has paid over $ 300,000.00 to Counsel in Vancouver who has been working on the same legislation, but obviously not in coordination with the government or the World Bank. On April 29th, an IRC Country Manager for Bougainville was appointed by the Company and is now based in Arawa overseeing all projects. In spite of past difficulties, the Company does continue to hold valuable assets: • The Net Smelter Royalty of 0.5% on any mineral developments on Bougainville • A communications centre in Arawa • An assay and melt lab in Arawa • Three vessels equipped for fishing • A biodiesel plant awaiting assembly After these assets were acquired, there was no proper management and supervision put in place to ensure that the full values of these assets were realized. Go Forward Plan Despite difficulties in the past, the current Board of Directors firmly believes that the value in the assets of the Company can be maximized for the benefit of its shareholders. Thus, the Board has developed the following strategy going forward: 1. Change of name: IRC is seeking shareholder approval at the upcoming AGM for a change of its name to Bougainville Investment Corp. (―BIC‖). 18.06.2010 Source: Radio New Dawn on Bougainville IRC - 3rd page
2. There are no plans to take the Company public at this time. The Company is reviewing and considering strategic alternatives to maximize shareholder value. Such alternatives may include the sale of assets (such as the bio diesel plant), the spin-out of assets to new entities and the separate funding or sale of such entities. 3. The Company requires additional financing. The Company proposes to undertake a financing to raise approximately $ 850,000 at $0.05 per share with proceeds to be used to finish the biodiesel plant and upgrade existing infrastructure. All shareholders have the opportunity to participate in this financing. If you interested in participating please contact the Company. 4. The Board will carefully investigate prior activities to see if there is any basis to recover funds spent improperly or without approval. After careful review of the facts discovered above, the Board firmly believes in the projects as outlined above and sees opportunities to increase shareholder value. You may direct your questions to either David Parry in Vancouver (dparry@araxenergy.com, cell +1 604 889 2188) or Nico Civelli in Zurich (civelli@niconsult.ch, cell +41 79 605 2123).
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Thank you for your continued support. Yours very truly, Invincible Resources Corp. By: ―David Parry‖ David Parry Director By: ―Nico Civelli‖ Nico Civelli Director -----------
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