Monument Mining Ltd V.MMY

2014 Information Circular Jan 17/14

[nozzpack]

Exactly the same argument that we have.
Note that Goldmet initially supported this dissenting proxy, but Baldock forced them to honor a standing still agreement for their 54 m shares whose voting rights  were held by Dickson for 3 years.

Goldmet relented and voted for the incumbet board.
One wonders what was the bribe to Goldmet to swallow its vomit and vote for Baldock et al...full doc is on Sedar
Its a great template..


LETTER FROM A CONCERNED SHAREHOLDER TO INVESTORS IN MONUMENT MINING

January 17, 2014

Dear Fellow Shareholders:

I am greatly distressed by actions taken by management of Monument Mining Limited (the Company) under the current Board of Directors. I have lost confidence in the existing Board's ability to effectively oversee Monument's management. The Company’s share price remains depressed in spite of good performance at the production level with the Selinsing mine having steady gold output at a low cash cost.

I believe that Monument's future is in jeopardy under the existing Board due to excessive spending by Management on non-accretive acquisitions and compensation of senior management that has lowered the value of our shares and is taking focus away from the Company's profitable operations.

There can be a prosperous future for Monument but only if it becomes more fiscally conscious and is led by a new independent Board of Directors. All of Monument’s shareholders should benefit from the Company’s riches, not just its officers and Directors.

ELECT A NEW BOARD TO CURB MANAGEMENT’S EXCESSES

I am dissatisfied with the current Board of Directors and its ability to guide or control senior management in corporate strategy. Since positive cash flow was achieved at the Selinsing (low cash cost) mine, senior management has pursued expensive acquisitions of high risk projects; draining the Company’s cash reserves and causing unnecessary dilution. The proposed new Board will provide independence and clear views in order to reorganise Monument’s business and finally deliver value to shareholders.

In the immediate term, the new Board intends to focus attention on the Company’s existing cash flow generating operations while finding a solution for the potentially high risk Mengapur project. Other projects will be reviewed on their own merits. An assessment by the proposed Board of seasoned mining executives, from desk material in the public domain, has yielded the following conclusions:

•  The Selinsing and Buffalo gold mine appears to be a self-contained operation. However, it will require great attention to renew its oxide resources quickly. Since publishing its August 31, 2012 reserve statement, the Company has announced consistent production such that reserves of oxide material left at Selinsing, Buffalo Reef and in stockpile must be nearing depletion. I feel the ability for the mine to generate cash flow from its existing operation is in jeopardy and reserves must be added to. To best leverage the Company’s existing assets, this should be prioritized through exploration in the vicinity of the mine and by finalizing the most appropriate process to treat the sulfide ore economically. A lot of work has already been done but action is needed. Selinsing is the Company maker and I believe it could still live another 4 to 5 years but there is no visibility beyond this at this stage and the Company’s reserve statements are grounds for concern.

•  Mengapur was presented to shareholders as a Company maker but it could easily become a Company breaker. The purchase price paid by Monument and subsequent investment (I estimate approx. $120M in cash, which is significantly more than the current market capitalization of the Company!) cannot find justification in the displayed public documentation. Mengapur was first presented to shareholders as a polymetalic project, then iron ore but from the information provided by the Company in its technical public disclosure, the real value in the project appears to be as an acid plant and even as such this would only represent value for a fraction of the funds invested in this project to date. Additional expenditures have not yet made this project more attractive and it is recommended to look at a possible monetization or partnership. Unlike major mining companies, Monument is not in a position to absorb massive write-offs without shareholders bottom line being severely affected.

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•  I question the recently announced $15 million acquisition of the Murchison mine. Gold at $1,200 an ounce is still a good environment to be a producer and yet under the previous operator, the mine shut down in August 2013 because it was not profitable. In its January 7, 2014 news release announcing the proposed acquisition, Monument advised its shareholders that it has not yet made a production decision in respect of the property and that it intends to undertake a "complete review program" in respect of the property following closing of the acquisition and possession of the property. Later, in its January 10, 2014 news release, Monument advised shareholders that it plans to "close the Murchison acquisition shortly ... ". I question management’s decision to move ahead quickly with an up-front all cash acquisition without having first satisfied itself that production could be profitably carried out.

  It appears to me that management has bought the mine to speculate on a higher gold price. If Mengapur is the Company maker and all focus was to be put on achieving production, why over- leverage the Selinsing cash flow with the additional risk of an uncertain project before Mengapur has proven its ability to contribute?

•  In the past, management has indicated its willingness to enter into highly dilutive financings. The previously proposed $80,000,000 financing, pursuant to which Management had intended to issue a total of 160,000,000 common shares was rationalised by proceeds being required for “the initial development of the Mengapur Polymetallic Project and for general corporate purposes”. However, in my opinion the initial development of the Mengapur Project (being initially exploration and metallurgy), as well as the general corporate needs, could have been easily covered by the Company’s positive cash flow from Selinsing.

  Monument's news release of January 10, 2014, and its Fiscal 2013 Annual Report describe the Company's objective and underlining strategies to be increasing shareholder value by "building a mineral property pipeline through acquisitions, exploration, development and production while mitigating business risk”. However, I believe that management's actions evidence excessive spending on non-core/risky projects with little attention to leveraging the Company’s existing assets. If Monument had not undertaken any of the acquisitions and had better control over operations and executive spending, I believe it could have cash in the bank for significantly more than its present market capitalisation!

  A NEW BOARD CAN LEAD TO A PROSPEROUS FUTURE

  I believe that the existing Board has failed to effectively direct and control Monument's management. There is a prosperous future for Monument but only if it becomes more fiscally conscious and is led by a new, independent Board of Directors. Therefore, I have gathered a group of independent persons, with proven track records to replace Monument’s existing Board. The new slate of Directors I am proposing bring extensive qualifications and experience in operating and managing public gold mining and exploration companies, international finance and the independence needed to guide Monument's management team and future operations.

  These are my nominees for election to the Board of Directors of Monument Mining:

  Patrick de Saint Simon of Lyon, France is a mining engineer and economist who has been involved in the engineering and management of natural resource infrastructure development projects in Africa, Europe, Russia, South East Asia, Australia, and in North, Central and South America since 1972. He has explored, designed, built and managed several mines across continents and has been instrumental to the success of several public and private mining companies. Mr. de Saint Simon holds a Bachelor of Sciences in Applied Geology from the University of Paris VI, France, a Master of Sciences in Geotechnical and Mining Engineering from the University of Orleans and a Master of Business Administration from McGill University.

  Andrew Forrest of Nyon, Switzerland is a mechanical and mining engineer with 20 years’ experience in the resource and technology sectors including serving as a Director of several publicly traded mineral exploration and mine development companies. He has managed development and exploration projects in the natural resource industry throughout the world including projects in Guyana, Peru, Zimbabwe, Liberia,

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Germany and Canada. Mr. Forrest holds a Master of Science in Mining Engineering from Camborne School of Mines, a Bachelor of Engineering in Mechanical Engineering from the University of Edinburgh and is a Member of the Institute of Materials, Minerals and Mining.

Gaston J. Reymenants of Howth, Ireland has over 40 years’ experience in mining, smelting, refining and metal trading. He served with Falconbridge International for 20 years in various managerial roles and was also involved in the joint venture with Norilisk Kombinat. Mr. Reymenants holds degrees in economics, marketing, international law, shipbuilding and languages from the University of Leuven.

Edward Karr of Geneva, Switzerland founded Ram Partners SA, a private Swiss financial management Company, in 2003 to focus on restructuring and raising capital for special situation publically traded companies. Mr. Karr holds a Bachelor of Science Degree, majoring in Economics and Finance, from Southern New Hampshire University.

Michael Donald Smith of Toronto, Ontario is the principal of MSmith Consult through which Mr. Smith acts as an independent geological advisor to junior mining companies and investors. He has acted as a director and officer of publicly traded companies and as lead geologist and manager for many exploration programmes during his forty year career in the mineral industry. Mr. Smith holds an honours degree in Geology from Brock University in Ontario, Canada

Avner Kreimer of Thonex, Switzerland is currently a financial advisor to high net worth individuals. Prior to his role as a financial advisor, Mr. Kreimer worked as a senior executive at the Bank Hapoalim Switzerland. Mr. Kreimer has a Bachelor of Economics from Tel Aviv University.

This group is highly qualified, highly experienced, and has the necessary independence to lead Monument's management with skill, conviction and without bias.

THE NEW BOARD WILL ACTIVELY GUIDE MANAGEMENT

It is the responsibility of the Board of Directors to direct and control management so that decisions taken are in the interest of shareholders and the Company. It is my view that a new board can build value for shareholders with the following initiatives:

Take care of shareholders: Shareholders have been promised dividends by Management and I have recently heard calls amongst shareholders that a share-buy-back should be undertaken at a time when the Company’s own producing assets are amongst the most undervalued in the industry. Instead, Monument appears willing to proceed with speculative cash acquisitions, while the share price remains within an historical low range. Your new Board of Directors will focus on you, the Company’s shareholder, providing the most optimal returns to shareholders while addressing the Company’s ongoing needs as well as growth opportunities. With regard to Monument’s recent announcement of yet another cash acquisition of a non-operating mine without 43-101 or JORC compliant reserves or resources – is the Company’s available cash being used for shareholders’ best interests?

Control executive compensation: The Management Information Circular for the 2014 AGM discloses generous salaries and bonuses, lavish stock options (in lieu of owning the Company’s shares), recently negotiated severance packages and proposes a 15% stock option plan. Monument’s president and chief executive officer’s base salary alone for the 2013 fiscal year was double that of 2012, and his aggregate compensation from all sources in 2013 was nearly $1.3 million, notwithstanding a consistently declining market price of the Company’s shares. These benefits do not align the interests of current officers and Directors with yours.

Although I believe that a stock option plan is an important aspect of executive compensation, in my opinion the proposed 15% fixed stock option plan is excessive and prejudicial to the interests of Monument’s shareholders. Instead I propose to re-approve Monument’s previous 10% rolling stock option plan.

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Reassess the current situation and future strategy: Each of Monuments projects must be viable on its own terms as a stand-alone and must fit with the general strategy of the Company while optimising synergies in both costs and opportunities. Blue sky opportunities must not put the survival of the entire Company in jeopardy. If an existing project cannot justify the effective use of funds, the new Board will find ways to optimise value from the assets and focus on utilizing the Company’s resources in a responsible manner that benefits shareholders first.

THE NEW BOARD WILL SEEK TO PRESERVE YOUR INVESTMENT

Mining is a world of continuous opportunities that should be grasped when available. However, these opportunities need to be undertaken with strategic vision, risk control, discipline and focus. Current senior management has failed to demonstrate these principles and needs control and direction from an independent Board with the necessary skills. Instead, I believe they have generously compensated themselves with high salaries and lavish stock option packages, while going on a buying spree– all at the expense of Monument’s shareholders.

Now is the time for existing shareholders to replace the present Board of Directors with a new, highly experienced and independent Board dedicated to preserving Monument's currently producing gold properties, protecting shareholders' as well as the Company’s interests and achieving Monument's full potential and value.

Sincerely yours,

"Avner Kreimer"

Avner Kreimer
A Concerned Shareholder

VOTE TODAY FOR MONUMENT’S NEW BOARD OF DIRECTORS

In accordance with applicable securities and corporate law requirements, in connection with the solicitation of proxies for the AGM, I have prepared and filed an Information Circular and form of Concerned Shareholder Proxy under Monument's profile at www.sedar.com on January 17, 2014. The Concerned Shareholder's Information Circular and Proxy will mailed to shareholders.

I urge shareholders to read the Concerned Shareholder AGM materials and vote your shares in support of our new slate of directors. Your vote is crucial to the future of Monument. Please refer to the instructions contained in the Concerned Shareholder Information Circular and Form of Proxy and sign and return your Proxy no later than 9:00 a.m. on February 4, 2014 Even if you previously voted with Monument's form of Proxy, the more recent proxy will revoke the previously voted one.

IF YOU HAVE ANY QUESTIONS OR NEED HELP VOTING YOUR SHARES PLEASE CONTACT OUR PROXY SOLICITOR IN SEATTLE:

ALLEN NELSON & CO.

EMAIL: [e-mail]
PHONE: [phone] Call COLLECT During Business Hours