Baja Mining Receives Response from BCSC Regarding Baja's Complaint Against Mount Kellett's Trade Disclosure
06 Marzo 2012 - 9:49AM
Marketwired
Baja Mining Corp. (TSX:BAJ)(OTCQX:BAJFF) today announced that it
has received a response from the British Columbia Securities
Commission (the "BCSC") following Baja's complaint about Mount
Kellett Master Fund II A LP and Mount Kellett Capital Management LP
(together, "Mount Kellett").
The BCSC letter, from Martin Eady, Director, Corporate Finance,
states: "Based on our review of the letter and the related
securities rules, in my opinion, there is insufficient evidence to
pursue the complaint at this time."
Baja filed its complaint with the BCSC on February 23, 2012. As
Baja disclosed in a news release the same day, the complaint
involved Mount Kellett's failure to file early warning and insider
trading reports last year after it acquired more than 10% of Baja's
shares. Instead Mount Kellett selected a less transparent form of
disclosure known as the alternate monthly report.
In the complaint Baja expressed its concern that Mount Kellett's
disclosure practices disadvantaged Baja shareholders and that Mount
Kellett, which was seeking control of Baja, should have been more
transparent. Baja rebuffed Mount Kellett's control initiatives
because Mount Kellett was unwilling to offer a premium to all
shareholders.
Mount Kellett has since launched a proxy contest to place two of
its representatives, including its managing director Stephen
Lehner, on Baja's Board. Baja notes that Mount Kellett, which owns
19.9% of Baja, still has not filed any insider trading reports on
SEDI.
Baja is disappointed that the BCSC has declined to deal with the
substance of its concerns and is considering its options. Baja
reaffirms its commitment to protect the interests of all
shareholders.
Voting Instructions
Baja urges shareholders to vote only the GOLD proxy AGAINST
Mount Kellett's director removal resolution, and AGAINST Mount
Kellett's Board expansion resolution. Vote WITHHOLD for the two
Mount Kellett nominees to the Board, Stephen Lehner (the managing
director of Mount Kellett) and Lorie Waisberg. Shareholders should
discard any blue proxy they may receive and should vote only their
GOLD proxy well in advance of the proxy voting deadline of March
30, 2012 at 10:00 a.m. (Vancouver Time).
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 could be
developed economically at an after-tax IRR of 25.6 percent (100
percent equity), with a minimum scheduled mine life of 23 years
(during which approximately 70 Mt of the noted proven and probable
reserves will be exploited), 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 were
based on SEC pricing guidelines (which at the time of the 2010
report were US$2.91/lb Cu, US$26.85/lb Co and US$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, anticipated developments at the
Company's projects and the projected performance and economics of
the Boleo Project. In addition, estimates of mineral reserves and
resources and NPV estimates may be forward-looking statements
because they represent estimates of mineralization, costs, revenues
and other factors that may be encountered in the future.
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 and its most recent annual report
filed with the US Securities and Exchange Commission ("SEC") at
www.sec.gov. 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.
Cautionary Note Regarding References to Resources and
Reserves
National Instrument 43 101 - Standards of Disclosure for Mineral
Projects ("NI 43-101") is a rule developed by the Canadian
Securities Administrators which establishes standards for all
public disclosure an issuer makes of scientific and technical
information concerning mineral projects. Unless otherwise
indicated, all reserve and resource estimates contained in this
press release have been prepared in accordance with NI 43-101 and
the guidelines set out in the Canadian Institute of Mining,
Metallurgy and Petroleum (the "CIM") Standards on Mineral Resource
and Mineral Reserves (the "CIM Standards").
United States shareholders are cautioned that the requirements
and terminology of NI 43-101 and the CIM Standards differ
significantly from the requirements and terminology of the SEC set
forth in the SEC's Industry Guide 7 ("SEC Industry Guide 7").
Accordingly, the Company's disclosures regarding mineralization may
not be comparable to similar information disclosed by companies
subject to SEC Industry Guide 7. Without limiting the foregoing,
while the terms "mineral resources", "inferred mineral resources",
"indicated mineral resources" and "measured mineral resources" are
recognized and required by NI 43-101 and the CIM Standards, they
are not recognized by the SEC and are not permitted to be used in
documents filed with the SEC by companies subject to SEC Industry
Guide 7. Mineral resources which are not mineral reserves do not
have demonstrated economic viability, and US investors are
cautioned not to assume that all or any part of a mineral resource
will ever be converted into reserves. Further, inferred resources
have a great amount of uncertainty as to their existence and as to
whether they can be mined legally or economically. It cannot be
assumed that all or any part of the inferred resources will ever be
upgraded to a higher resource category. Under Canadian rules,
estimates of inferred mineral resources may not form the basis of a
feasibility study or prefeasibility study, except in rare cases.
The SEC normally only permits issuers to report mineralization that
does not constitute SEC Industry Guide 7 compliant "reserves" as
in-place tonnage and grade without reference to unit amounts. In
addition, the NI 43-101 and CIM Standards definition of a "reserve"
differs from the definition in SEC Industry Guide 7. In SEC
Industry Guide 7, a mineral reserve is defined as a part of a
mineral deposit which could be economically and legally extracted
or produced at the time the mineral reserve determination is made,
and a "final" or "bankable" feasibility study is required to report
reserves, the three-year historical price is used in any reserve or
cash flow analysis of designated reserves and the primary
environmental analysis or report must be filed with the appropriate
governmental authority.
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 Media: Longview
Communications Joel Shaffer
416-649-8006jshaffer@longviewcomms.ca
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