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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
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 distract shareholders?
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: