He said, she said: Mount Kellett said:
MK 1 "MK is a strong believer in the potential of Baja Mining Corp and the Boleo project". (True -- ed.)
MK2 "We believe a transaction with Catalyst, in the absence of independent board overshight, would result in an unfair and unwarranted transfer of Baja's value to Catalyst insiders." (True -- ed.)
MK3 "Two new independent directors who have an "owner driven mindset" are urgently needed ... " (False -- ed.)
MK4 "The board fails to understand that there is a problem." (True -- ed.)
MK5 "Mount Kellett is NOT Pursuing A Takeover Of Baja" (True in a narrowly defined manner -- it is pursuing an indirect change of control)
Baja Mining Corp. said:
BM1 "Your Board believe (1) Mount Kellett has tried to put its interest above those of other shareholders and (2) wants to achieve a creeping takeover of Baja without paying a premium for control." 1. (True -- ed.) and 2. (False)
BM2 " ... if Mount Kellett is successful, shareholders will see further attempts by Mount Kellett to acquire additional common shares and consolidate a control position ... " (True -- ed.)
BM3 " ... The Board believes Mount Kellett will try to overcome Baja's Shareholders Rights Plan ... which prevents any shareholder from exceeding 19.9% ownership unless it offers a premium to all shareholders for control." (True and false. The first part is true. It is false that the Rights Plan prevents ownership exceeding 19.9% and it is false that any permitted bid must include a premium to the current market value. -- ed.)
BM4 "Mount Kellett launched this proxy contest not for the reasons it has stated, but because Baja's Board rejected the Mount Kellett initiatives below that were self-serving and not it the interests of Baha or its shareholders. ... " (True -- ed.)
BM5 "Having failed to influence the Board, Mount Kellett is now trying to obtain direct, inside access to the Board in pursuit of a hidden objective: to further increase its ownership and gain control without paying a premium for control." (True -- ed.)
The truth, the whole truth and nothing but the truth
MK1 True
MK2 True or false, the issue is a red herring. It is irrelevant and immaterial.
MK3 If "owner driven mindset" means "sharing insider Baja information with Mount Kellett", then the proposition is true.
MK4 True as demonstrated by the vote on Resolutions 3 & 4 (49% "FOR").
MK5 True in a strictly, direct manner. It is not pursuing a takeover by itself but it is pursuing an "unofficial" change of control of Baja Mining.
BM1 Part 1 is true and part 2 is false because Mount Kellett is not pursuing a takeover. It is pursing an unofficial change of control.
MB2 True. Patently true. Self-evidently true.
MB3 True and false. The greatest danger to Baja retail shareholders is a change to the rights plan..
MB4 True. Patently true.
MB5 True. If it looks like a duck, swims like a duck, and quacks like a duck, then it probably is a monkey on the back of all independent Baja shareholders.
When war (proxy contest) is declared, truth is the first casualty.
IMHO,
Doug.