Mount Kellett Responds to Baja Mining′s Baseless Accusations and Fear Mongering
Urges Baja Shareholders to Take No Action
Mount Kellett to File Circular Shortly
The largest shareholder of Baja Mining Corp. (TSX: BAJ) (OTCQX: BAJFF)
('Baja? or the 'Company?), Mount Kellett Capital Management LP ('Mount
Kellett?), today expressed disappointment over the management
information circular filed by Baja on February 9, 2012:
'Baja′s circular is direct and undeniable proof of the need for better
oversight at the Company. Baja is seeking to misdirect shareholders by
making misleading, slanderous and incomplete statements about Mount
Kellett′s intentions. In addition, the ridiculous hypotheticals put
forward by Baja assume that Baja shareholders have a limited
understanding of shareholder rights and Canadian securities laws, which
is an insult to everyone involved.
'We invested a substantial amount of capital in Baja because we believe
that there is tremendous potential for the Boleo copper project. Primary
copper assets on the verge of production are an increasingly rare and
coveted commodity globally. The scarcity of these projects creates a
significant value potential for all shareholders, but Baja management is
creating unnecessary risk due to its governance practices.
'The company is at an extremely critical time in its evolution and
shareholders deserve better governance. To incorporate a few new
policies after having been publicly exposed for self-interested
decisions and poor oversight does not create faith in management or
trust in the Board to live up to its fiduciary responsibilities.
'We fully supported the recent adoption of a shareholder rights plan by
the Company to protect shareholder value from opportunistic approaches.
The protection that shareholders now lack is responsible and independent
oversight at the Board level to protect against self-serving enrichment
and transfers of value in related party transactions.
'Our independent nominees stand prepared to hold management accountable
and to uphold the necessary fiduciary duties to shareholders to protect
their investment in Baja. There is no higher responsibility and our
nominees will work in the best interests of all shareholders. We look
forward to shareholder support for both of Mount Kellett′s nominees at
the upcoming special meeting.?
Mount Kellett noted that it supported Baja′s adoption of its Shareholder
Rights Plan and voted for its adoption in May 2011. Further, Mount
Kellett publicly confirms that:
It has never planned, nor does it intend, a takeover of Baja; and
It has twice proposed signing a
standstill agreement, including most recently in mid-January when it
offered Baja a standstill against a takeover bid by Mount Kellett.
Mount Kellett finds it nonsensical that management is attempting to
distract shareholders with the threat of a takeover bid. For instance:
The shareholder rights′ plan, which Mount Kellett supported, limits
any takeover of the Company.
Acquiring more than 20% of the common shares of Baja would trigger
onerous takeover bid requirements under Canadian securities laws,
which are compounded by the Shareholder Rights Plan.
Baja′s project financing contains a change of control provision, which
Mount Kellett has no intention of jeopardizing.
Mount Kellett will shortly be disseminating its own circular, which will
further explain the simple and logical governance and oversight failings
of the Company that remain to be addressed and the urgent and immediate
need for independent shareholder representation on the Baja Board of
Directors.
About Mount Kellett Capital Management LP
Mount Kellett is a multi-strategy private investment firm focused on
global value, special situations and opportunistic investing. The firm
has approximately 100 employees with offices in New York, Hong Kong,
London, and Mumbai. The firm currently has in excess of $6 billion in
assets under management.
Kingsdale Communications Inc.
Karen Chodzicki, 416-867-2335
or
Sard
Verbinnen & Co
Dan Gagnier / Sarah Brown, 212-687-8080