Baja Mining Shareholders Are Urged to Act Now to Protect Their Investment
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Elect Directors Truly Independent From Management And Who Will Act In
The Best Interest Of All Shareholders
Mount Kellett Recommends Baja Shareholders Vote For Independent
Nominees Lehner And Waisberg On Your BLUE
Proxy Card
Mount Kellett Capital Management LP ('Mount Kellett?), today sent a
letter to fellow shareholders of Baja Mining Corp. (TSX:BAJ) (OTCQX:
BAJFF) ('Baja? or the 'company?), urging them to act now to protect
their investment in Baja. Mount Kellett has nominated two independent
nominees for election to the Baja board at the Special Meeting of
Shareholders to be held on April 3, 2012. For more information on how to
vote your BLUE proxy, as well as
access to other important materials, please visit www.ShareholdersForBaja.com.
Mount Kellett Chief Operating Officer Jonathan Fiorello said, 'The board
that was responsible for the Boleo project is not the one that serves
today. Instead, shareholders have a board that is not independent and is
preoccupied with its own self-interest and self dealing. Without
immediate change to the board through the election of both independent
shareholder nominees, the risk of value destruction at Baja is great
whether through ill-conceived or self-interested transactions and
financings or through unwarranted personal enrichment. We urge Baja
shareholders to take action and have their voices heard.?
The full text of the letter follows:
THE TIME TO ACT IS NOW: PROTECT YOUR INVESTMENT IN BAJA
ELECT DIRECTORS TRULY INDEPENDENT FROM MANAGEMENT AND WHO WILL ACT IN
YOUR BEST INTEREST
VOTE FOR INDEPENDENT NOMINEES LEHNER AND WAISBERG ON YOUR BLUE
PROXY CARD
Dear Fellow Shareholders:
The April 3, 2012 Special Meeting is critical for Baja shareholders.
Baja′s shareholders urgently need independent oversight of the
management and board to stop the self-dealing we have exposed, focus the
company on bringing the Boleo project online and maintain attention on
the ongoing creation of shareholder value.
We are writing to urge you to vote your BLUE
proxy card to elect Mr. Stephen Lehner and Mr. Lorie Waisberg, two
highly qualified, independent candidates, to the Baja board of
directors. Once elected, Messrs. Lehner and Waisberg will represent a
minority of the board and will work with the other directors to provide
much-needed independent oversight and an owner-driven mindset.
Without immediate change, the risk of value destruction at Baja is great
whether through ill-conceived or self-interested transactions and
financings or through unwarranted personal enrichment. Baja shareholders
can realize considerable value from the Boleo project only if truly
independent directors are in place to act in the interest of all
shareholders.
THIS BOARD IS NOT THE BOARD THAT DROVE BAJA′S SUCCESS
The board responsible for Baja′s current success is not the one that
serves today. In fact, formative board members integral to Baja′s
development were displaced by Baja′s CEO, Mr. John Greenslade, after
they vehemently objected to Mr. Greenslade moonlighting as CEO of
potential competitor, Catalyst Copper. The removed directors felt that
our CEO′s involvement with another company, at a full-time salary, was a
diversion from his responsibility and fiduciary duty to Baja. Those
directors were right. Instead of listening to his board and focusing on
Baja full-time, Mr. Greenslade accepted the position as Catalyst CEO. He
then took steps to replace the directors that had opposed him.
As a result, Mr. Robert Mouat, a geological engineer and the Boleo
project co-founder, and Mr. Ross Glanville, a mining engineer and
specialist in the valuation of mining companies and projects with over
35 years of experience, were not nominated for reelection at the Baja
Annual General Meeting held in May 2011. Instead, three new directors
were hand-picked to stack a majority Greenslade board. These three
hand-picked directors are Mr. Gerald Prosalendis, Mr. François Marland,
and Mr. Giles Baynham.
THE CURRENT BOARD IS NOT TRULY INDEPENDENT AND IS PREOCCUPIED WITH
ITS OWN SELF INTEREST AND SELF DEALING
Following the 2011 Annual General Meeting, the Baja board became
unrecognizable from the one that had accomplished so much ? yet Messrs.
Prosalendis, Marland, and Baynham (the newly appointed board members)
were rewarded financially as if they had been associated with the
company throughout its development. Just hours after the Annual General
Meeting in which shareholders approved a stock option plan that was
promoted by Mr. Greenslade as being essential to hire senior management
candidates and key personnel, the three new directors were awarded
750,000 options each. Indeed, fully 43% of options intended for
executives were granted to Mr. Greenslade and his friends on the board
within 30 days of the 2011 shareholders′ meeting.
Even more egregious is the fact that, in a short 18 month period,
Messrs. Greenslade, Marland, Baynham, and Prosalendis have awarded one
another more than $4,000,000 in options in the aggregate from their
respective companies. As you can see, the Baja board has changed and
is no longer independent.
What is more, the Company has contemplated a related party transaction
with Catalyst, the subject of the original struggle that led Mr.
Greenslade to consolidate his control over the Baja board. If
pursued, a transaction with Catalyst would benefit certain Baja insiders
and directors immensely given that they own 6% of Catalyst ? far more
than they do of Baja.
THE CURRENT BOARD ONLY ACTS FOR SHAREHOLDERS WHEN FORCED
The pattern for the board since the 2011 Annual General Meeting has been
one of self-dealing. Mount Kellett has put a glaring spotlight on the
company′s corporate governance policies and questionable compensation
practices.
Any corrective measures the Company has undertaken have been in
direct response to Mount Kellett publicly raising its concerns. In
fact, all of the corrective actions the Baja board has taken over the
last few months, including the enforcement of the existing Baja charter
that the chair of the board and the composition of the Nominating
Committee be independent, amending Baja′s stock option plan to comply
with Institutional Shareholder Services (ISS) guidelines, and adopting
an anti-nepotism policy (which they nonetheless disregarded), among
others, were all made solely in reaction to Mount Kellett′s publicized
concerns. However, the actions taken are partial and reversible.
THE CURRENT BOARD CANNOT BE TRUSTED ON ITS OWN
The current board, which includes 6 'independent? board members, has
proven itself unwilling to do its duty without shareholder pressure ? thereby
demonstrating that the current Baja board only practices good governance
reactively.
Moreover, the Baja board has left the door wide open for a future
transaction with Catalyst ? representing a significant related-party
transaction. All the 'corrective? actions provide ample loopholes to
serve self-interest and avoid good governance ? this needs to change.
BAJA SHAREHOLDERS NEED TRULY INDEPENDENT SHAREHOLDER REPRESENTATION
At this critical moment of value creation and realization, the new board
has shown only a track record of self-interest that is inconsistent with
its fiduciary duty to shareholders. The risk of value destruction is
great - whether through ill-conceived or self-interested transactions
and financings, or through unwarranted personal enrichment. Shareholders
need to act now to protect their investment.
Once elected, Mr. Stephen Lehner and Mr. Lorie Waisberg will work with
other directors to ensure that sound corporate governance policies are
adopted and adhered to in practice and serve ALL
Baja shareholders. Once elected, Mr. Waisberg also commits to resigning
one of his other directorships and to limit his membership on board
audit committees as prescribed by the major proxy advisory firms.
MOUNT KELLETT IS FIGHTING FOR THE OVERSIGHT THIS BOARD DESPERATELY
NEEDS
As previously stated, we are not looking to take over the company, nor
interrupt business operations at Baja. Mount Kellett has never commenced
a hostile transaction nor pursued a buyout of a public company. In sharp
contrast, we are doing all that we can to make sure that Baja and the
Boleo project stays on course as planned, so that all shareholders can
realize as much value as possible.
To be very clear, contrary to Baja′s assertions, it is not feasible
for Mount Kellett to take over the company without a shareholder vote.
In addition, Mount Kellett has already offered not to exceed 20%
ownership, except in response to a takeover bid by a third party. We
also offered to stand down from any action against the Baja board for
two years, with the only exception of Mount Kellett′s representatives
resigning for issues of governance that it believed should be brought to
shareholders. Don′t let Baja mislead you on the issues.
YOUR VOTE IS IMPORTANT - VOTE YOUR BLUE PROXY CARD TODAY
We urge you to support independent shareholder representation. Mount
Kellett is seeking to elect two new independent shareholder nominees to
ensure the Baja board acts on behalf of all shareholders and remains
focused on creating shareholder value.
Please sign, date and return the enclosed BLUE
proxy in advance of the proxy voting deadline of March 30, 2012 at 7:00
am (Vancouver Time).
No matter how many shares you own, your vote is very important. If you
have any questions and/or need assistance in voting your shares, please
call Kingsdale Shareholder Services at 1-888-518-1562 or 1-416-867-2272
(collect calls accepted). For more information please visit www.ShareholdersForBaja.com.
We thank you for your consideration and look forward to your support in
working to protect the investments and interests of all Baja
shareholders.
Sincerely,
/s/ Jonathan Fiorello |
Chief Operating Officer |
Mount Kellett Capital Management LP |
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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