Baja Mining Corp. (TSX:BAJ)(OTCQX:BAJFF) today advised shareholders
that it has filed and is mailing its Management Information
Circular for a Special Meeting of holders of common shares of Baja
that will take place on April 3, 2012. The Special Meeting was
requisitioned by Mount Kellett Master Fund II A LP.
The Circular exposes Mount Kellett's attempt to execute a
creeping takeover of Baja and details Mount Kellett's attempts to
put its interests ahead of the interests of other shareholders.
Among other things, Mount Kellett privately sought exemptions from
the Shareholder Rights Plan in 2011 so that Mount Kellett could
acquire more than 30% of Baja's common shares.
"The evidence overwhelmingly suggests that Mount Kellett wants
control of Baja without offering a premium for control," said Giles
Baynham, Chairman of Baja. "Further, Mount Kellett has made no
commitment to a long-term standstill agreement. Without such a
commitment there will be no protection against Mount Kellett's use
of inside information, especially during this sensitive period
before shareholders realize full value from the completion of the
Boleo project."
Baja urges shareholders to carefully review Baja's Letter to
Shareholders (included below) and the Circular and vote only their
GOLD proxy well in advance of the proxy voting deadline of March
30, 2012 at 10:00 a.m. (Vancouver Time).
Baja's Letter to Shareholders and Circular have been filed on
SEDAR and posted to Baja's website at
http://bajamining.com/proxycontest. Shareholders should also check
http://bajamining.com/proxycontest for updates as the proxy contest
progresses.
Voting Instructions
Baja recommends that shareholders vote only the GOLD proxy:
-- AGAINST the Director Removal Resolution;
-- AGAINST the Board Expansion Resolution;
-- WITHHOLD on the Lehner and Waisberg Election Resolutions; and
-- FOR the Option Plan Amendment Resolution.
In order to be counted at the Special Meeting of holders of
common shares of Baja, the GOLD proxy should be voted well in
advance of the proxy voting deadline of March 30, 2012 at 10:00
a.m. (Vancouver Time). Shareholders who require assistance voting
the GOLD proxy should contact Laurel Hill Advisory Group at
1-877-304-0211 or by email at assistance@laurelhill.com.
The Special Meeting of holders of common shares of Baja will be
held in the Oceanview Suite 4, Pan Pacific Hotel, 999 Canada Place,
Vancouver, British Columbia, Canada on Tuesday, the 3rd day of
April, 2012 at 10:00 a.m. (Vancouver time).
Chairman's Letter to Shareholders
The complete Letter to Shareholders from the Chairman of the
Board of Directors follows:
Dear fellow shareholder,
Baja Mining Corp. faces a proxy contest that could have grave
consequences for your company. A dissident, Mount Kellett Master
Fund II A LP, has forced Baja to call a meeting of shareholders. At
the meeting, which will take place on April 3, 2012, Mount Kellett
seeks to place two representatives on the Board.
Your Board opposes Mount Kellett's initiative for the reasons
summarized in this letter and detailed in an accompanying circular.
Join us in voting the GOLD proxy to stop Mount Kellett. Its
objective amounts to a creeping takeover. We believe Mount Kellett
wants control of Baja before the Boleo project is completed,
without offering other shareholders a premium for control.
Your Board has made significant progress towards creating an
operating mine at Boleo. During a period of troubled financial
markets, we completed a US$1.1 billion financing for Boleo's
construction. Baja has outperformed most of its peers. We work hard
for the benefit of all shareholders.
Mount Kellett is not a builder of mines and is not advancing a
new corporate strategy. It has forced this expensive and
distracting fight on us for no valid reason. Now we need your help
to win. Join us to:
-- Vote AGAINST Mount Kellett's resolution to remove two Baja directors who
have far more mining experience, and more relevant experience, than the
two Mount Kellett nominees.
-- Vote AGAINST Mount Kellett's resolution to increase the size of the
Board to nine from seven.
-- Vote WITHHOLD for the two Mount Kellett nominees.
-- Vote FOR the stock option plan amendment resolution.
Don't let Mount Kellett capture value that belongs to you
Why should you oppose Mount Kellett? For more than a year it has
sought special status as a shareholder and in 2011 it privately
sought exemptions that would have permitted it to acquire more than
30% of Baja's common shares. Had Mount Kellett achieved this
objective, it would have obtained effective control of Baja with no
premium being delivered to all shareholders.
Your Board refused this request for special treatment and Mount
Kellett's other special status demands. Our resistance is the real
reason for this proxy contest. Now Baja's shareholders and Board
are all that stand in Mount Kellett's way.
Beyond Mount Kellett's demand for greater ownership,
shareholders should consider that Mount Kellett:
-- Attempted to obtain special rights by providing a "strings-attached"
financing to Baja - your Board declined.
-- Used stealth tactics to accumulate its current 19.9% holding - Mount
Kellett chose not to report its trades on SEDI after reaching 10%
ownership.
-- Is attempting to disguise its real agenda with a governance smokescreen.
We examined the governance policies of 10 publicly-traded companies in
which Mount Kellett has invested, or where dissident nominee Lorie
Waisberg serves on the board, and we found dozens of transgressions
against the governance standards Mount Kellett set for Baja. The
evidence shows that Mount Kellett doesn't care about governance.
-- Rejected your Board's fair offer to add as directors two Mount Kellett
nominees who are also independent of Mount Kellett and its special
status demands. Mount Kellett's rejection of our offer proves that
governance is not the issue. Rather, the issue is Mount Kellett's desire
for control of Baja and access to inside information.
Baja has done everything possible to avoid a proxy contest
except sacrifice shareholder interests. Mount Kellett, having
failed to intimidate the Board, is now trying another path to
achieve special status at your expense. If Mount Kellett's
representatives are elected, it will have additional influence over
Baja and an open-ended invitation to continue to disrupt your
Company, but this time from the inside.
Mount Kellett will not represent your interests
Don't expect Mount Kellett to represent your interests on the
Board. Mount Kellett nominee Stephen Lehner is the front man for
Mount Kellett's special status demands. As a Mount Kellett employee
he is professionally conflicted. He lacks relevant experience. If
you elect him, Mount Kellett will have its man on the inside and
will be a significant step closer to executing its creeping
takeover strategy.
Your Board needs your support to prevent Mount Kellett from
achieving its hidden agenda. All votes matter, regardless of how
many shares you hold. Protect the interests of all shareholders by
keeping Mr. Lehner and his ally Mr. Waisberg off of Baja's Board.
Vote only the GOLD proxy so that your Board and management can
remain focused on developing Boleo and delivering value to all
shareholders.
The danger of electing Mount Kellett
If Mount Kellett wins this proxy contest:
-- Mr. Lehner will have access to inside information on the Boleo project.
He will also have access to the strategic planning of the Board. If he
later resigns from the Board, Mount Kellett may use this knowledge to
advantage itself, to the detriment of other shareholders. For example
these insights may help Mount Kellett to attempt to take Baja private or
to bid for Baja on its own or with allies before Baja's shareholders
realize full value from the completion of the Boleo project. Mount
Kellett has made no commitment to a long-term standstill agreement that
would protect other shareholders against such use of inside information.
-- Mount Kellett has already demonstrated a willingness to use its
influence for its own benefit rather than for the benefit of all
shareholders. Mount Kellett's ability to advance its agenda will be far
more potent if it succeeds in putting directors who are not independent
of Mount Kellett on the Baja Board. There may be crucial moments when
Mount Kellett will seek its own benefit or will make the Board
dysfunctional if it resists Mount Kellett's demands. Mount Kellett may
seek more influence by demanding more representatives on the Board.
-- Mr. Lehner faces a conflict of interest. On the one hand, he will owe a
fiduciary duty to Baja and Baja's shareholders. But as an employee of a
self-proclaimed opportunistic trader, he may feel obliged to use every
opportunity to maximize Mount Kellett's own profit, even at the expense
of Baja and its other shareholders. Due to this inherent conflict, many
portfolio managers don't serve on Boards. Nor does Mount Kellett have
representatives on the Boards of other publicly traded companies. If and
when the conflict comes to a head, Baja's shareholders can't be sure
which obligation will be paramount.
-- You may not be able to stop Mount Kellett later on. Mount Kellett no
doubt will dismiss the Board's concerns. Mount Kellett will tell you
that its prior actions don't matter and that its minority status on the
Board will protect you should it seek special status again. Mount
Kellett will tell you that the Shareholder Rights Plan will prevent it
from acquiring more shares and influence. But Mount Kellett's
principals, formerly senior executives with Goldman Sachs, are
sophisticated financial players. If you leave the door ajar, don't be
surprised if Mount Kellett finds a way to force it all the way open.
To achieve its objective, Mount Kellett wants to replace two
independent directors who have vastly superior credentials and far
more relevant experience than either of Mount Kellett's nominees.
Mount Kellett has even attempted to intimidate Baja's Board with
threats to embarrass Kendra Low, a highly capable Baja executive.
Baja did not bend to this intimidation tactic. Instead, your Board
is protecting your interests by fighting to keep Mount Kellett off
the Board.
Mount Kellett is a self-proclaimed opportunist. It sees its
opportunity in you, the shareholders of Baja. Don't reward Mount
Kellett for its record of seeking special status. Don't reward
Mount Kellett for threats and intimidation tactics, and for trying
to gain control without paying you a premium.
Your Board's objectives are to advance the Boleo project toward
production and create value for all shareholders. Please allow us
to continue our work for the benefit of you, the shareholder. Vote
the GOLD proxy to keep Mr. Lehner and his ally Mr. Waisberg off of
the Baja Board.
Yours truly,
Giles Baynham, Chairman, Baja Mining Corp.
About Baja
Baja Mining Corp. (TSX:BAJ)(OTCQX:BAJFF) is a mine development
company with a 70 percent interest in the Boleo
copper-cobalt-zinc-manganese Project located near Santa Rosalia,
Baja California Sur, Mexico. Baja is the project operator and a
Korean syndicate of industrial companies holds the remaining 30
percent. Boleo is funded, currently under construction and targeted
for copper commissioning in 2012, and copper production in early
2013. Boleo has 265 Mt of measured and indicated resources
(including 85 Mt of proven and probable reserves) and 165 Mt of
inferred resources. A March 2010 updated technical report to the
2007 definitive feasibility study, confirmed that Boleo can be
developed economically at an after-tax IRR of 25.6 percent (100
percent equity). The Project, which has a minimum scheduled mine
life of 23 years (during which approximately 70 Mt of the noted
proven and probable reserves will be exploited), has a NPV of
US$1.3 billion (8 percent discount rate), and an average
life-of-mine cash cost of negative US$0.29/lb for copper, net of
by-product credits. Metal Prices are based on SEC pricing
guidelines (which at the time of the 2010 report were $2.91/lb Cu,
$26.85/lb Co and $1,175/tonne ZnSO4H2O). For more information,
please visit www.bajamining.com.
On behalf of the Board of Directors of Baja Mining Corp.
John W. Greenslade, President & Chief Executive Officer
Forward-Looking Statements
This news release contains forward-looking statements.
Forward-looking statements are statements that relate to future
events or financial performance. Forward-looking statements speak
only as of their date, are only predictions and are subject to
known and unknown risks, uncertainties and other factors, including
without limitation those described in Baja's most recent annual
information form filed under its profile at www.sedar.com. All
forward-looking statements in this news release are qualified by
these cautionary statements. These risks, as well as risks that the
Company cannot currently anticipate, could cause the Company's or
its industry's actual results, levels of activity or performance to
be materially different from any future results, levels of
activities or performance expressed or implied by these
forward-looking statements. Although the Company believes that the
expectations reflected in the forward-looking statements included
in this press release are reasonable, the Company cannot guarantee
future results, levels of activity or performance. Except as
required by applicable law, the Company does not intend to update
any of these forward-looking statements to conform them to actual
results.
Contacts: Shareholders: Laurel Hill Advisory Group Toll-free
1-877-304-0211 Collect: 416-304-0211assistance@laurelhill.com
Media: Longview Communications Alan Bayless
604-694-6035abayless@longviewcomms.ca Joel Shaffer
416-649-8006jshaffer@longviewcomms.ca
Camrova Resources (CE) (USOTC:BAJFF)
Historical Stock Chart
From Feb 2025 to Mar 2025
Camrova Resources (CE) (USOTC:BAJFF)
Historical Stock Chart
From Mar 2024 to Mar 2025
