Mount Kellett Urges Shareholders to Support Change to the Baja Board
28 Février 2012 - 2:00PM
Business Wire
Mount Kellett Capital Management LP (“Mount Kellett”), today
urged fellow shareholders of Baja Mining Corp. (TSX:BAJ) (OTCQX:
BAJFF) (“Baja” or the “company”) to vote for two new independent
shareholder nominees at the Special Meeting of Shareholders to be
held on April 3, 2012. For more information on how to vote the
BLUE proxy, as well as access
to other important materials, please visit
www.ShareholdersForBaja.com.
Mount Kellett asks shareholders to consider the following:
The Door is Still Wide Open for Related
Party Transactions: After Mount Kellett exposed
the pursuit of a transaction with Catalyst Copper Corp. that would
primarily serve the financial interests of Baja’s CEO, John
Greenslade, his family and his hand-picked board members, the
company claims that “while Baja's management has considered
investing in Catalyst, Baja has no current intention [emphasis added] of doing
so” and offers a weak and highly conditional commitment to seek the
approval of disinterested shareholders for an investment. The facts
are clear: Baja management and the current board have regularly
ignored or manipulated their own announced policies for their own
benefit. Why should shareholders trust them now? What other related
party transactions are Mr. Greenslade and the board planning?
Shareholders need truly independent directors on the board to
stop self-enriching related party transactions before they
happen.
Cronyism and Egregious
Compensation: Mr. Greenslade and friends have
shown a pattern of misrepresenting the facts to benefit themselves.
In particular, the stock option plan shareholders voted on at the
2011 Annual General Meeting was presented by Mr. Greenslade as
“essential to hire senior management candidates and key personnel.”
Instead, huge stock options grants were awarded to newly appointed,
interlocking directors, Mr. Gerald Prosalendis, Mr. François
Marland and Mr. Giles Baynham. Since joining one another's boards,
in a short 18 month period, Messrs. Greenslade, Marland,
Baynham, and Prosalendis have exchanged more than $4,000,000 in
value from options.
Independent Shareholder Nominees Are
Urgently Needed: There is an irrefutable need to elect
new directors that are independent of Mr. Greenslade and his
friends to watch out for the interests of all Baja shareholders.
The recent actions by Baja to attempt to clean up its corporate
governance and deny related party transactions is entirely a result
of the spotlight that Mount Kellett has put on the company.
New, truly independent oversight is needed to ensure policy changes
are permanent and adhered to in practice, something that we believe
will not happen with a board that is tightly controlled by Mr.
Greenslade.
Independent shareholder nominees must be added to the Baja board
to watch out for the interests of the public shareholders from the
inside. Given the conduct of Baja’s current board, it is the
only sure method to uphold good corporate governance, prevent
self-dealing and enrichment and protect shareholder value.
Mount Kellett encourages shareholders to carefully review the
Proxy Circular mailed on February 23, 2012 and vote only their
BLUE proxy in advance of the
proxy voting deadline of March 30, 2012 at 7:00 am (Vancouver
Time).
Voting Instructions: 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).
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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