UPDATE 1-Griffin Mining withdraws offer for Ivernia

* Griffin says Ivernia gave control of co to related party

* Griffin says action not approved by shareholders

* Ivernia says certain Griffin statements "misleading" (Adds details)

April 3 (Reuters) - China-focused Griffin Mining Ltd (GFM.L) withdrew its proposed takeover of Ivernia Inc (IVW.TO), saying the Canadian base-metals firm had given control of the company to a related party without shareholder approval.

In a statement on Friday, Griffin said Ivernia did not give its shareholders an opportunity to consider a number of alternative proposals put forward by the London-listed company.

Griffin said Ivernia's largest shareholder, Sentient Global Resources Fund II LP, was issued secured convertible notes at a lower conversion price, thereby entitling it to buy about 111 percent of Ivernia's shares and giving it effective control of the company.

However, in a separate release, Ivernia said it considered certain statements made by Griffin to be false or misleading.

"Ivernia and its board of directors acted in accordance with all applicable laws, regulatory requirements and principles of good governance," Ivernia said.

Last week, Griffin said it planned to make a C$27 million ($21.92 million at that time) cash offer for Ivernia. Ivernia shares were down 1 Canadian cent at 13.5 Canadian cents in afternoon trade on the Toronto Stock Exchange. Griffin shares closed at 22.25 pence on Friday. (Reporting by Kumar Alagappan in Bangalore; Editing by Himani Sarkar)