An endorsement to ump/pdl proposalIMO more common sense in the form of this press release:
Ursa Major says ISS Canada touts option, JV agreement
Ursa Major Minerals Inc (TSX-V:UMJ)
Shares Issued 21,244,119
Last Close 9/21/2005 $0.70
Thursday September 22 2005 - News Release
Dr. Richard Sutcliffe reports
ISS CANADA RECOMMENDS SHAREHOLDERS VOTE 'FOR' URSA MAJOR MINERALS' PROPOSED OPTION AND JOINT VENTURE AGREEMENT WITH NORTH AMERICAN PALLADIUM LTD.-LAC DES ILES MINES LTD.
Ursa Major Minerals Inc. advises that ISS Canada is recommending that its clients, including institutional investment firms, mutual funds and other fiduciaries vote for the proposed option and joint venture agreement with North American Palladium Ltd./Lac Des Iles Mines Ltd.
Ursa Major's meeting will be held on Sept. 29, 2005, for the purpose of obtaining shareholder approval for the option and joint venture agreement with NAP-LDI on the Shakespeare nickel, copper and platinum metal deposit located near Sudbury, Ont. Ursa Major considers the agreement to be a very positive transaction for shareholders, primarily because if the option is exercised, Ursa Major will have financing arranged through to production with a 40-per-cent interest in the NAP-LDI joint venture. The agreement also provides for a substantial $1.5-million cash option payment. Ursa Major's board of directors unanimously recommend that shareholders vote in favour of the NAP-LDI agreement, which was approved by the TSX Venture Exchange on July 22, 2005.
ISS Canada concluded that the primary benefits of this agreement are as follows.
"Given the size of the company...the probability of obtaining financing of $50-million plus on its own is extremely low.
"This arrangement facilitates the acceleration of the project to commercial production, which is key, given the currently high base metal prices. Current prices of nickel and copper are over 50 per cent of the long-term pricing we utilized in our valuation models, indicating that earlier production commences, higher the NPV of the project.
"The other avenue to develop the property to production would be the issuance of shares. ...Given the relative sizes of the company and the initial capital outlay, this would result in substantial dilution to existing shareholders.
"It is likely that, with the future expenditure to be incurred on the project, the company's interest in the property would grow to a full 100 per cent (still subject to the 1.5-per-cent net smelter returns to Falconbridge). This means that the company would have a postarrangement holding of 40 per cent on the project."
In making its recommendation, ISS Canada reported, " ...on account of the clear per-share NAV accretion arising from the agreement and the aforementioned benefits, we opt to support this resolution."
Dr. Richard Sutcliffe, president and chief executive officer of Ursa Major, noted: "After a consultation and evaluation by ISS Canada, we are very pleased that they see the value in the agreement with NAP. We will continue to strive towards increased shareholder value, while meeting high levels of corporate governance."
Your vote is important. The board of Ursa Major unanimously recommends that you vote for the NAP/LDI option and joint venture agreement. Vote the management proxy.
If you have already voted in favour of the resolution approving the NAP/LDI option and joint venture agreement, the company thanks you for your vote and no further action is required on your part.
If you have not previously voted, please act quickly for your vote to count. Send your proxy by fax to Equity Transfer Services Inc. at 416-361-0470 or deliver to Equity Transfer Services Inc., suite 420, 120 Adelaide St. W., Toronto, Ont., M5H 4C3. Proxies must be received by Equity Transfer Services before 4:30 p.m. on Tuesday, Sept. 27, 2005.
A dissident proxy circular has been prepared by Northern Financial Corp. to solicit proxies against the NAP/LDI option and joint venture agreement. If you support management, do not use the Northern proxy. Please use the green management proxy to vote for the proposed transaction with NAP/LDI even if you have previously voted against the proposed transaction.
© 2005 Canjex Publishing Ltd.