Mr. D. Randall Miller of Inspiration reports
FORBES & MANHATTAN AND INSPIRATION MINING SEEK SUPPORT FOR NEW BOARD AT URSA MAJOR MINERALS
Forbes & Manhattan Inc., a merchant bank
with a highly successful record of investing and building value
in resource companies, and Inspiration Mining Corp., Ursa Major Minerals Inc.'s largest shareholder, have filed a proxy seeking the support of shareholders of Ursa Major
Minerals for the election of a new board of directors at
the annual and special meeting of Ursa Major shareholders to be held on
June 23, 2011.
Ursa Major shareholders should be receiving shortly the dissident
circular and yellow form of proxy, which are also available on SEDAR under
Ursa Major's profile. The concerned shareholders urge Ursa Major shareholders to vote for
change using the yellow form of proxy.
Ursa Major share price trailing index by over 600 per cent
"Ursa Major's share price has fallen more than 92 per cent over the last seven
years, while the S&P/TSX Capped Diversified Metals & Mining Index has
increased over 523 per cent in the same period," said George Faught, chief
operating officer of Forbes & Manhattan. "Following our discussions
over the past year with the current directors and management of Ursa
Major, we do not have confidence in their ability to increase
shareholder value. The election of a new board of directors is a
necessary first step to increasing shareholder value."
Concerned shareholders' lack of confidence in current Ursa directors
In addition to poor stock price performance, the basis for the concerned
shareholders' lack of confidence in the current directors and
management of Ursa Major is as follows.
Need for improved operating performance
Ursa Major management has failed to meet its production targets, and
has shown an inability to control costs. The concerned shareholders
believe that the current directors are not taking the important
operational steps required to improve operating efficiency and enhance
profitability of Ursa Major, nor do they have the desire or the
experience to make these necessary changes. The shareholders have had discussions
with the current directors and Ursa Major management to encourage the
implementation of these operational steps, but it is clear to them that
the current team does not have the desire nor the experience to make
these necessary changes. In particular, the shareholders concerns regarding
leadership, strategic direction and operational issues within Ursa
Major have not been addressed, and Ursa Major has rejected their request
for representation of both Forbes & Manhattan and Inspiration Mining on
the Ursa Major board of directors following a proposed investment in
Ursa Major by Forbes & Manhattan.
Development of a growth strategy
The current team at Ursa Major has failed to establish a coherent
strategy to build value for shareholders. Ursa Major needs a growth
strategy to achieve organic growth in its production and exploration
operations, followed by growth by acquisition of complementary resource
companies or near-term production properties but only after the value
of Ursa Major has increased. The Forbes & Manhattan team has the
experience and capital markets support to develop and execute such a
strategy.
Sale of Ursa Major is premature
On May 9, 2011, the current directors of Ursa Major announced that
they had formed a special committee to consider strategic alternatives,
which typically involves the sale of a company. In the view of the
concerned shareholders, a sale of Ursa Major at the moment is
premature, and a sale at the current stock price amounts to a
concession by the current board of directors that it is unable to build
value. Instead, the concerned shareholders believe that pursuing a
strategy to improve operating performance and build value will result
in the optimal outcome for Ursa Major shareholders.
Excessive dilution
Since December, 2007, Ursa Major has completed seven equity
financings, contributing to an increase in the number of Ursa Major
shares outstanding by over 155 per cent. In the view of the concerned
shareholders, the current directors and management have been unable to
effectively deploy the capital raised in these financings to build
value and drive Ursa Major's share price.
Lack of alignment with shareholders
Other than Keeheum Shin, who is a director nominee of both the
concerned shareholders and Ursa Major management, and Ross Arnold,
a current director of Ursa Major, the current directors and officers of
Ursa Major collectively own or control approximately 1.3 per cent of the Ursa
Major common shares outstanding as of May 26, 2011. This limited
investment by the current directors and officers of Ursa Major
demonstrates a fundamental lack of confidence in their own ability to
build shareholder value. On the other hand, Inspiration Mining is
currently the largest Ursa Major shareholder, and Forbes & Manhattan
seeks to be one of Ursa Major's largest shareholders, and together they
are united in a clear focus on creating shareholder wealth.
Forbes & Manhattan record of success
Forbes & Manhattan is a leading international merchant bank based in Toronto, Ont., that
has repeatedly developed, financed and built significant shareholder
value in companies built on natural resource projects, including
Consolidated Thompson Iron Mines Ltd., Desert Sun Mining Corp., Belo
Sun Mining Corp. and Avion Gold Corp. Forbes & Manhattan has a
world-class multidisciplinary team of more than 150 employees and
consultants and takes an active involvement in the companies in which
it invests, taking direct roles on the boards of directors and on
senior management and technical teams. The Forbes & Manhattan group of
companies currently comprises over 35 natural resource companies
with assets located in 22 countries, which have raised aggregate
financing in excess of $2-billion in the past four years.
Examples of Forbes & Manhattan's successful transactions include the following.
Consolidated Thompson Iron Mines Ltd.
Investors earned a return of 7,627 per cent from the point that Forbes &
Manhattan made its initial investment to the sale of the company to
Cliffs Natural Resources Inc. for $4.9-billion.
Desert Sun Mining Corp.
A company founded by Forbes & Manhattan, and eventually sold to
Yamana Gold Inc. for approximately $735-million, resulting in a return
of in excess of 1,268 per cent to shareholders who invested at the same time as
Forbes & Manhattan.
Belo Sun Mining Corp.
Forbes & Manhattan invested in Belo Sun in early 2010. Since joining
the Forbes & Manhattan group of companies, Belo Sun has completed the
largest exploration program to date on its flagship property, more than
doubled its resource estimate, increased, as of June 1, 2011, its stock
price by more than 471 per cent, and attracted analyst coverage and a strong
following among institutional shareholders.
Avion Gold Corp.
Forbes & Manhattan has been involved in a management consulting
capacity with Avion since it acquired the Tabakoto/Segala mine from
Nevsun Resources Ltd. in 2008 for $20-million (U.S.). Since that time,
Forbes & Manhattan has put new management in place and the mine is in
active production. Avion currently has a market capitalization of
approximately $675-million.
"Through its direct involvement in the companies it invests in, Forbes &
Manhattan undertakes a disciplined approach to building value through
its industry connections, access to financing and expertise," said Mr.
Faught. "Applying this approach to Ursa Major, and drawing on our
contacts in the nickel industry, we are confident that we can address
Ursa Major's operational issues and undertake a strategy to build value
in Ursa Major."
Election of concerned shareholders' board nominees
The concerned shareholders are proposing for election to the Ursa Major
board of directors seven director nominees as follows:
-
Vic Alboini -- chairman and chief executive officer of Northern Financial
Corp. with recognized expertise in mergers and acquisitions;
-
Allen G. Hayward -- mining consultant and former vice-president and general
manager, Sudbury operations, with Falconbridge Ltd.;
-
George Faught -- chief executive officer of Aberdeen International Inc.,
a global resource investment corporation and merchant bank, and chief
operating officer of Forbes & Manhattan;
-
Dr. Georg Hochwimmer -- founder of financial services firm General
Research GmbH, which specializes in corporate and financial advice for
emerging growth companies;
-
D. Randall Miller -- chairman and chief executive officer of Inspiration
Mining;
-
Mark Trevisiol -- vice-president of Forbes & Manhattan, president and
chief executive officer of Silver Bear Resources Inc., former general
manager of business development and strategy of Xstrata Nickel Sudbury
operations and general manager of the Sudbury smelter business unit for
Falconbridge Ltd.;
-
Mr. Shin, who is also a nominee of management of Ursa Major.
The concerned shareholders believe Mr. Shin's interests are aligned
with those of all shareholders, as Mr. Shin is the representative of
Korea Resources Corp., which owns 3,721,848 Ursa common shares.
The concerned shareholders believe that its nominees to the Ursa Major
board of directors have the financial and operational experience and
record to provide Ursa Major with the leadership and strategic
direction necessary to dramatically improve Ursa Major's shareholder
returns.
Rejection of proposed stock option plan
Ursa Major's management has recommended that Ursa Major shareholders
approve a new stock option plan at the meeting. There is currently no
stock option plan in place, as Ursa Major shareholders voted against
reapproving Ursa Major's existing rolling stock option plan at Ursa
Major's last annual and special meeting of shareholders held on July
22, 2010.
The concerned shareholders recommend voting against the approval of the
new stock option plan proposed by Ursa Major management. Consistent
with the concerned shareholders' view that current management of Ursa
Major has not been effective in building shareholder value and has made
a limited investment in shares of Ursa Major, the concerned
shareholders believe that Ursa Major management should not be rewarded
with stock options that will not require management to make an equity
investment in Ursa Major.
About the annual and special meeting
The meeting is scheduled to be held at the office of Cassels, Brock &
Blackwell LLP, 2100 Scotia Plaza, 40 King St. West, Toronto, Ont.,
M5H 3C2, on Thursday, June 23, 2011, at 4 p.m. (Eastern Time).
Ursa Major shareholders should be receiving shortly the dissident
circular and yellow form of proxy, which are also available on SEDAR
under Ursa Major's profile. The concerned shareholders urge Ursa Major shareholders to vote for
change using the yellow form of proxy.
The concerned shareholders have engaged Northern Shareholder Services as
their proxy solicitation agent to assist shareholders with the process
of voting their shares for the meeting.
Voting
Shareholders must submit your yellow proxy in the sufficient time to
ensure your votes are received by the concerned shareholders' proxy
agent, Computershare Investor Services Inc., no later than 10 a.m. (Eastern Time) on Tuesday, June 21, 2011.
If your Ursa Major common shares are held in a brokerage account or
otherwise through an intermediary, you are a "beneficial shareholder"
and a yellow voting instruction form will be mailed to you with the
dissident circular. Only vote your yellow voting instruction form in
accordance with the instructions set out therein.
If your Ursa Major common shares are held in your own name, you are a
"registered shareholder" and will receive the yellow form of proxy with
the dissident circular. Registered Ursa Major shareholders may vote
on-line or by telephone, fax or mail in accordance with the instructions
set out in the yellow form of proxy.
In the event that normal mail services provided by Canada Post are
disrupted by any strike activities and as a result shareholders are
unable to receive the dissident circular or any proxy-related
materials, Ursa Major shareholders may obtain a copy of such
document(s) through the following means:
-
Request a copy of such document(s) to be delivered to the shareholder by
courier, facsimile or electronic transmission, at the election of the
shareholder, without charge, by contacting Northern Shareholders
Services at 1-877-719-4746, or via e-mail to ursamajor@northernsi.com.
Further information about voting the yellow proxy is available from
Northern Shareholders Services at 1-877-719-4746, or via e-mail to ursamajor@northernsi.com. For shareholders located outside North America, please call
1-416-644-8190 (collect calls accepted).
About Forbes & Manhattan
Forbes & Manhattan is a leading merchant bank that has repeatedly
developed, financed and built significant shareholder value in
companies built on natural resource projects. An international firm
based in Toronto, Ont., Forbes & Manhattan has a world-class
multidisciplinary team of more than 150 employees and consultants and
takes an active involvement in the companies in which it invests,
taking direct roles on the boards of directors and on senior management
and technical teams. The Forbes & Manhattan group of companies currently comprise over 35 natural resource companies with assets
located in 22 countries, which have raised aggregate financing in
excess of $2-billion in the past four years.
We seek Safe Harbor.
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