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
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.
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