Minera IRL : 2023 AGM Notice of Meeting and Management Information Circular

Letter from the Chairman

Fellow shareholders,

I am pleased to extend this invvitation for your participation in Minera IRL Limiited's 2023 Annual General Meeting of Shareholders, scheduled to take place at 10:000 a.m. on Monday, December 11, 2023, in Vancouver, British Columbia, Canada.

As a shareholder, you have thhe right to vote your shares on all items that coome before the meeting. Your vote and engagement are very important to the success of Minera, and we encourage you to exercise your voting rights at the meeting. If you are a registered shareholder, you caan vote in person at the meeting or before the meeting via one of the many methods available to you, including voting by proxy online, by telephone, fax, or by mail.

Enclosed, you will find a comprehensive circular that provides detailed inforrmation on all matters to be discussed at the meeting. This includes insights into our nominated directors, the selection of th e auditor, our dedication to corporate governnance best practices, and reports from t he board's committees. The circular also offerss a glimpse into our corporate philossophy, policies, and programs regarding executive compensation, as well as how the board receives input from shareholders on these matters.

In the first quarter, our operaations were significantly affected by Cyclone Yaaku and its associated flooding, which waas part of the El Niño weather phenomenon, resulting in disruptions to our operationss and supply chains, impacting production. Nevertheless, our strategy remained steadfaast: to improve efficiencies at Corihuarmi while extending the lifespan of our mining opeeration. In pursuit of this goal, the company has continued a targeted drilling campaign focused on specific areas that not only indicatee improved gold recoveries but also offer opportunities for optimizing our blending process with the intention of increasing producction.

Throughout 2023, we remainned resolute in our pursuit of financing for our flagship Ollachea Gold Project. Buildinng upon the expanded marketing and outreachh efforts of the previous year, we continuued to explore new opportunities. While due diligence and negotiations are ongoing wiith interested parties, we acknowledge that our initial expectations of securing finannce in the first half of 2023 were impacted by the political situation in Peru, rising inflati on, and ongoing geopolitical tensions affecting economies globally. Nevertheless, we maintain our optimism that a proposal will be forthhcoming.

Our relationship with COFIDE remains positive, and we appreciate their support in our efforts to secure the necessary financing.

Our communities remain a priority, and thanks to our commitment and proactive approach, our relationship with the communities remains very solid. We continue to foster local participation in our projects, with involvement by the community in the development and execution of our initiatives. We understand that our success is intricately linked with the prosperity and well-being of our communities, and we continue to work closely with our neighbors, collaborating to ensure a mutually beneficial future.

In conclusion, while we have faced challenges over the past year, our unwavering commitment to achieving our objectives keeps us on the path to a brighter 20024.

Thank you for continued support of Minera IRL.

Sincerely,

Gerardo Perez,

Executive Chairman

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about the contents of this document or as to the actions you should take, you should immediately seek your own advice from a stockbroker, banker, solicitor, attorney-in-fact, accountant, or other appropriately authorized independent financial or other professional adviser in your jurisdiction.

If you have sold or otherwise transferred all of your shares in Minera IRL Limited (the "Company"), please send this document, together with the accompanying form of proxy, immediately to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for forwarding to the purchaser or transferee. However, these documents should not be sent or forwarded into any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. If you have sold or transferred only some of your shares in the Company, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

____________________________________________________________________________________________

MINERA IRL LIMITED

(Incorporated as a public limited company in Jersey with registered number 94923)

NOTICE OF 2023 ANNUAL GENERAL MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

6 November 2023

______________________________________________________________________________________________

A notice convening the 2023 annual general meeting of the Company (the "Meeting"), to be held at 900 - 885 West Georgia Street, Vancouver, British Columbia, Canada V6C 3H1 on 11 December 2023 at 10 a.m. (Vancouver time) is set out in this document.

A form of proxy for use at the meeting is enclosed with this document and should be completed, signed, and returned in accordance with the instructions thereon so as to reach the Company's registrars not less than 48 hours prior to the time of the Meeting, excluding non-working days. Completion of the form of proxy will not preclude you from attending and voting at the Meeting in person if you wish. Alternatively, you may register your proxy vote electronically up to 48 hours before the time of the Meeting, excluding non-working days, by using the CREST electronic proxy appointment service in accordance with the instructions set out in the form of proxy.

As of the date of this Notice, we expect that the Meeting will be structured as a physical, in-person meeting, as in past years. However, management and directors are continuously monitoring public health developments, which may result in the Company taking precautionary measures in relation to the Meeting in response to any coronavirus ("COVID-19") outbreak. As always, all shareholders are strongly encouraged to vote by proxy prior to the Meeting.

If you hold beneficial interests in shares in the Company, for example, shares registered under the name of CDS & Co. (the registration name for The Canadian Depositary for Securities Limited, which acts as nominee for many Canadian brokerage firms) please see the notes on page 3 of the information circular in relation to how to register your vote.

MINERA IRL LIMITED

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting (the "Meeting") of Minera IRL Limited (the "Company") will be held at 900 - 885 West Georgia Street, Vancouver, British Columbia, Canada V6C 3H1 on 11 December 2023 at 10 a.m. Vancouver time for the transaction of the following business:

RESOLUTIONS

1. To receive the audited financial statements of the Company for the year ended 31 December 2022, and the report of the Directors and the auditors thereon.
2. To re-elect Martin Mount to serve as a Director in accordance with the Articles of Association of the Company.
3. To re-elect Armando Hanke to serve as a Director in accordance with the Articles of Association of the Company.
4. To appoint PKF Littlejohn LLP as the auditor of the Company from the conclusion of the Meeting until the conclusion of the next annual general meeting of the Company and to authorize the Directors to determine the auditor's remuneration.

The accompanying Management Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice of Meeting.

By Order of the Board of Directors

Registered Office:

Hawksford House

15 Esplanade St Helier Jersey JE1 1RB Channel Islands

Signed "Gerardo Perez"

Gerardo Perez,

Chairman

Dated 06 November 2023

IMPORTANT NOTES:

1. Each of the proposed resolutions is proposed as an ordinary resolution of the Company. This means that it will be passed if approved by a majority of the votes cast. It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes for or against a resolution.
2. Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend, act, speak and vote on their behalf at the Meeting. A shareholder may appoint more than one proxy in relation to the Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. Failure to specify the number of shares each proxy appointment relates to or specifying a number of shares in excess of those held by you on the relevant record date may result in the proxy appointment being invalid. A proxy need not be a shareholder of the Company. A proxy may be appointed: (i) by completion, signature and return of the form of proxy enclosed with this Notice; or (ii) via the CREST electronic proxy appointment service. The form of proxy must be signed under the hand of the shareholder or of his attorney-in-factduly authorised in writing or, if the shareholder is a corporation, either under seal or under the hand of an officer or attorney-in-factduly authorised. Completion of the form of proxy will not preclude a shareholder from attending and voting at the Meeting in person.
3. To be valid, the form of proxy must be received by post or (during normal business hours only) by hand by the Company's registrars, together with any power of attorney (or a copy thereof certified by a notary) under which it is signed, at either: (i) Computershare Investor Services (Jersey) Limited, c/o Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom; or (ii) (for those shareholders on the Canadian Registry) Computershare Investor Services Inc., Attention: Proxy Department, 100 University Avenue, 8th Floor, North Tower, Toronto, Ontario M5J 2Y1 Canada, in each case by no later than 10 a.m. Vancouver Time on 7 December 2023, or the proxy must have been appointed in accordance with the procedures applicable to appointing a proxy via the CREST electronic proxy appointment service as set out in the form of proxy.
4. Further information in relation to proxy voting and logistical matters can be found in the Management Information Circular accompanying this Notice on pages 1 to 4 and in the enclosed form of proxy.
5. To be entitled to attend and vote at the Meeting (and for the purposes of the determination of the votes they may cast) shareholders must be registered in the register of members of the Company as at 10 a.m. Vancouver time on 7 December 2023. Changes to entries on the register of members of the Company after this time and date shall be disregarded for such purposes.

MINERA IRL LIMITED

(Incorporated as a public limited company in Jersey with registered number 94923)

Hawksford House

15 Esplanade St Helier,

Jersey, JE1 1RB

Channel Islands

(website: www.minera-irl.com)

Management Information Circular

(all information as of 6 November 2023, unless otherwise noted)

PERSONS MAKING THE SOLICITATION

This management information circular ("Information Circular") is furnished in connection with the solicitation of proxies being made by the management of Minera IRL Limited (the "Company") for use at the Annual General Meeting of the Company's shareholders (the "Meeting") to be held at 900 - 885 West Georgia Street, Vancouver, British Columbia, Canada V6C 3H1 on 11 December 2023 at the time and for the purposes set forth in the accompanying Notice of Meeting.

Management of the Company does not contemplate a solicitation of proxies otherwise than by mail or the CREST electronic proxy appointment service. Carson Proxy Advisors has been retained as our agent to assist with the shareholder mailing and Meeting. The costs thereof will be borne by the Company.

COVID-19

As of the date of this Notice, we expect that the Meeting will be structured as a physical, in-person meeting, as in past years. However, management and directors are continuously monitoring public health developments, which may result in the Company taking precautionary measures in relation to the Meeting in response to any coronavirus outbreak. As always, all shareholders are strongly encouraged to vote by proxy prior to the Meeting.

APPOINTMENT AND REVOCATION OF PROXIES

The person named as the default in the accompanying form of proxy is a director of the Company. A shareholder has the right to appoint a person other than the person named as the default in the accompanying form (who need not be a shareholder) to represent him or her at the Meeting by inserting the name of his or her chosen person in the space provided for that purpose on the form. A shareholder may appoint more than one proxy in relation to the Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. Failure to specify the number of shares each proxy appointment relates to or specifying a number of shares in excess of those held by you on the record date may result in the proxy appointment being invalid.

A shareholder intending to appoint a person other than the person named as the default in the accompanying form of proxy as his or her proxy should notify the intended appointee of his or her appointment, obtain his

Page 1 of 25

or her consent to act as proxy and should instruct him or her on how the shareholder's shares are to be voted. In any case, the form of proxy should be dated, executed and returned in accordance with the instructions set out in the Notice of Meeting and in the form of proxy.

To be valid, the form of proxy must be received by post or (during normal business hours only) by hand by the Company's registrars, together with any power of attorney (or a copy thereof certified by a notary) under which it is signed, at either: (i) Computershare Investor Services (Jersey) Limited, c/o Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom; or (ii) (for those shareholders on the Canadian Registry) Computershare Investor Services Inc., Attention: Proxy Department, 100 University Avenue, 8th Floor, North Tower, Toronto, Ontario M5J 2Y1 Canada, in each case by no later than 10 a.m. Vancouver Time on 7 December 2023 (or 48 hours, excluding non-working days, preceding the date and time for any adjourned meeting).

In the case of joint holdings, only one holder may sign and the vote of the senior holder who tenders a vote shall be accepted to the exclusion of the votes of the other joint holders, seniority for this purpose being determined by the order in which the names stand in the register of members in respect of joint holdings.

In addition to revocation in any other manner permitted by law, a shareholder who has given a proxy may revoke it any time before it is exercised by an instrument in writing executed by the shareholder or by his power of attorney authorized in writing and deposited either at the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used, or with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof.

ADVICE TO CREST MEMBERS

Shareholders who hold their shares through the CREST system ("CREST members") may elect to utilize the CREST electronic proxy appointment service to appoint a proxy or proxies by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent, Computershare Investor Services (Jersey) Limited (ID 3RA50), by 10 a.m. Vancouver time on 7 December 2023 (or 48 hours, excluding non-working days, preceding the date and time for any adjourned meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time no message received through the CREST network will be accepted and any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

Page 2 of 25