Mount Kellett Sends Open Letter to Shareholders of Baja Mining Corp
Urges Shareholders To Vote Their Blue Proxy
Mount Kellett Capital Management LP ('Mount Kellett?) today sent the
following open letter to the shareholders of Baja Mining Corp. (TSX:
BAJ) (OTCQX: BAJFF) ('Baja?) urging them to vote their BLUE
proxy FOR the addition of both of Mount Kellett′s nominees to Baja′s
board of directors at the Special Meeting of Shareholders to be held on
April 3, 2012. Shareholders can find more information and voting
instructions at www.ShareholdersForBaja.com.
Dear Fellow Shareholders,
As owners of Baja, we are all looking forward to the potential of the
Boleo project and a rewarding future for the company. It is the reason
we have invested alongside you. From the outset, we have tried to work
with the company and board to better secure this future. What we did not
know at the outset, but what has been proven time and again, is that the
current board is self-interested and many of its actions have been
entirely inconsistent with its fiduciary duty to shareholders.
We urge all shareholders to consider the following questions:
1. Why does Baja fear truly independent directors?
2. Why has Baja resorted to a web of baseless hypotheticals to try and
3. Why did the company only react to highlighted governance deficiencies
once put in the spotlight?
4. Why wouldn′t the board benefit from the experience and insights of
truly independent directors that are committed to working with the other
board members and to guiding management?
The only motive for initiating this election is our desire to protect
the investment and interests of all shareholders. By electing Lorie
Waisberg, an experienced and well-regarded corporate director, and
Stephen Lehner, an experienced sector investor with strong financial
acumen and an 'owner-driven mindset?, to the Baja board, there will
finally be the opportunity to:
Pre-emptively stop self-dealing at the board
Enforce proactive versus 'reactive? corporate governance
Assure policies are permanent and adhered to in practice
Provide accountability to shareholders and prevent value destruction
Don′t be distracted by Baja′s rhetoric and baseless accusations. Here is
the simple fact: we are working to enact positive change for the benefit
of all shareholders. There is no 'hidden agenda.?Mount
Kellett has never planned, nor does it intend, a takeover of Baja.
We are supported in our call for change by Institutional Shareholder
Services Inc. ('ISS?), the leading independent proxy advisor. After a
detailed review and presentations by Mount Kellett and Baja, ISS
recommended that shareholders of Baja vote FOR the addition of both of
Mount Kellett′s nominees to Baja′s board of directors, explicitly
outlining the need for change to the Baja board:
'Based on the evidence of problematic governance practices in the
recent past ? including exorbitant equity grants to directors, the CEO's
troubling willingness to take an active role in what is supposed to be a
completely independent Nominating Committee, and the reactive nature of
the governance provisions the board has recently adopted ? the dissident
has made a compelling case that change is warranted at the board level.?
(ISS Proxy Advisory Report for Baja Mining Corp., March 21, 2012*)
This is a campaign for seats on YOUR board. Every shareholder deserves a
voice ? not just those connected or related to the company′s management
and board. We urge you to support independent shareholder representation
and elect our two nominees to ensure the Baja board acts on behalf of
all shareholders and remains focused on creating shareholder value. The
last proxy card voted is the one that counts, so vote your BLUE
proxy card today.
We appreciate the encouragement we have received thus far, and are
thankful for your consideration of these important facts. We look
forward to your support in ensuring that all Baja shareholders have a
/s/ Jonathan Fiorello
Chief Operating Officer
Kellett Capital Management LP
Mount Kellett urges its fellow shareholders to vote their 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. Mount
Kellett continues to believe that Giles Baynham and Gerald Prosalendis ?
two hand-picked directors who are very much entangled in Baja′s web of
conflicts ? should be removed from Baja′s board.
For more information on how to vote your BLUE
proxy, as well as access to other important materials, please visit www.ShareholdersForBaja.com.
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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