Mount Kellett Sends Open Letter To Shareholders Of Baja Mining Corp

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:

“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 voice.

Sincerely,/s/ Jonathan FiorelloChief Operating OfficerMount 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 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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