Our worst fears are realized Baja is not presently authorized to issue preferece shares. It wants to issue preference shares. In the management proxy form for the 2012 Baja AGM, it ask shareholders to:
5. Creation of Preferred Shares
"Approve a special resolution authorizing the alteration of the Company’s Notice of Articles and Articles to amend and increase the authorized share structure of the Company to authorize an unlimited number of a new class of Preferred Shares without par value, issuable in series, with special rights and restrictions applicable to the Preferred Shares which permit the directors to affix specific rights and restrictions to each series if, as and when issued."
Appointment of six directors of which Giles Baynham is not one. The five of the six I count as being non-independent of Mount Kellett.
Destroying the Baja shareholders rights plan by including the following on the 2012 management proxy form. This will only benefit Mount Kellett and no other shareholder:
4. Amendments to Shareholder Rights Plan
Approve an ordinary resolution authorizing amendments to the Company's Shareholder Rights Plan to permit the Company to undertake security issuances for a period of six months following the AGM without triggering the application of the Shareholder Rights Plan.
Our worst fears are now being realized. EVERYTHING which I feared about Mount Kellett will now come true at the next Baja AGM.
There is two more shoes to drop. First, the exact wording to totally decimate the Baja shareholders rights plan and second:
- the interest rate on the preferred shares,
- the number of preferred shares to be released,
- if multiple classes of preferred shares are to be issued some of which will be convertible and some of which will be callable.
Without a question, this is the end of Baja Mining Corporation as we have known it. The retail shareholder is being utterly screwed. I take no please whatsoever in saying "told you so".
https://www.bajamining.com/static/Annual_Reports_Filings/SEDAR_Proxy_English.pdf
Doug.