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Goodwood Dissident Circular Provides Dacha Shareholders With Compelling Reasons To Replace Board

Dacha Shareholders Urged to Free Dacha From Stan Bharti and Forbes & Manhattan and Bring an End to Culture of Insider Self-Enrichment and Related Party Dealings

Director Nominees Comprise Highly Respected and Experienced Business Leaders

New Board to be Assisted by Peter V. Gundy, Founder and Former Chairman and President of Neo Material Technologies Inc.

TORONTO, Nov. 6, 2012 /CNW/ - Goodwood Inc. announced today the distribution of its dissident proxy circular and accompanying letter to shareholders of Dacha Strategic Metals Inc. urging shareholders to elect a new board of directors at Dacha that will bring an end to the inappropriate related party dealings, culture of insider self-enrichment and inadequate board oversight that has characterized Dacha for the past three years under the direction of Stan Bharti and Forbes & Manhattan, Inc.

Goodwood, which exercises control and direction over approximately 6.4% of Dacha's outstanding shares, is soliciting proxies for the election of seven new directors at Dacha's upcoming shareholders' meeting to be held on November 28, 2012.  The Goodwood Nominees are: Ian W. Delaney, Jorge Bernhard, Timothy E. Thorsteinson, Gregory M. Cameron, Tye W. Burt, Daniel Marks and Peter H. PuccettiGoodwood's circular highlights the Goodwood Nominees' proven track records of honest leadership, building businesses and creating shareholder value.

If elected, the Goodwood Nominees expect to be assisted in bringing value to Dacha's shareholders by the services of Peter V. Gundy.  Mr. Gundy is a founder and former Chairman and President of Neo Material Technologies Inc., and widely regarded as one of the foremost world experts in the rare earth element business, with unparalleled sourcing, trading and other relationships.

Goodwood's circular also highlights the failures of Dacha's current board and management under the direction of Stan Bharti and Forbes & Manhattan, contrasting the significant 65% drop in Dacha's share price during fiscal 2012 from its peak against the approximately $3.8 million in compensation, including substantial discretionary cash bonuses, paid to Dacha's directors and management during fiscal 2012.  As well, the circular refers to the wholly-inappropriate "change of control" arrangements recently purportedly implemented by Dacha's board that, if allowed to stand, would see a further $8 million, or approximately 22% of Dacha's current market capitalization, wrongfully transferred from Dacha's shareholders into the pockets of Dacha's insiders including Forbes & Manhattan.  The circular also lays out the disturbing sequence of events whereby Dacha was forced to take a $3.7 million write-off in fiscal 2012 in relation to a non-arm's length related party loan previously advanced by Dacha, for no apparent business purpose, to a private company associated with Stan Bharti and Forbes & Manhattan.

The circular outlines the substantial support that the Goodwood Nominees have already garnered, with shareholders holding approximately 35.2% of Dacha's outstanding shares, including Goodwood, having to date confirmed that they have lost trust and confidence in the current directors of Dacha and intend to vote in favour of the Goodwood Nominees at the Meeting.

All shareholders of Dacha are urged to join Goodwood in freeing Dacha from Stan Bharti and Forbes & Manhattan by voting their YELLOW form of proxy or voting instruction form in accordance with the instructions provided in Goodwood's circular.  Shareholders who require assistance in the completion and delivery of a YELLOW proxy or voting instruction form should contact Goodwood's proxy solicitation agent, Georgeson Shareholder Communications Canada, Inc., at 1-888-605-8415 (toll-free in North America) or

Goodwood also announced that it was served yesterday afternoon with a Notice of Application filed by Dacha against Goodwood Inc. and others seeking, among other things, that they be enjoined from voting their common shares.  Goodwood believes that this proceeding is wholly without merit and has been brought by Dacha simply as a tactic to distract Dacha's shareholders from the track record of value destruction and failed leadership by Dacha's current board and management. Goodwood Inc. intends to vigorously defend against this proceeding and resist any attempt by Dacha's current board to seek to delay the November 28, 2012 shareholders' meeting or otherwise frustrate the will of the majority of Dacha's shareholders.

Goodwood's dissident circular and form of YELLOW proxy will be publicly accessible shortly at The full text of Goodwood's letter to Dacha's shareholders is appended below.


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