13:33:28 EDT Sun 27 Jul 2025
Enter Symbol
or Name
USA
CA



Ursa Major Minerals Inc
Symbol UMJ
Shares Issued 79,172,901
Close 2011-06-10 C$ 0.13
Market Cap C$ 10,292,477
Recent Sedar Documents

Ursa says dissidents seek zero-premium takeover

2011-06-13 12:31 ET - News Release

Also News Release (C-ISM) Inspiration Mining Corp

Mr. Amar Bhalla of Ursa Major reports

URSA MAJOR MINERALS INCORPORATED FILES RESPONSE TO DISSIDENT CIRCULAR; SUPPORT URSA MAJOR'S BOARD AND VOTE THE BLUE PROXY TODAY

Ursa Major Minerals Inc. has filed a response to the dissident circular filed by Inspiration Mining Corp. and Forbes & Manhattan Inc. A full version of the response letter can be found on Ursa Major's website and on Ursa Major's profile page on SEDAR.

The response letter provides compelling reasons for shareholders to disregard the dissidents' proxy solicitation and to vote their blue proxy today, including that the dissidents are offering:

  • A zero-premium takeover bid: By leveraging their minority stake to seize control of Ursa Major, the dissidents are hoping to grab control of the company and its treasury, without having to pay a premium to shareholders.
  • Unusual governance and compensation practices: Inspiration shareholders have experienced a disastrous decline in their investment, while the Inspiration directors and executives have benefited handsomely. They have rewarded themselves through generous salaries and golden parachutes while the share price of Inspiration has plummeted.
  • A proven history of diminished shareholder returns: Communications with shareholders have indicated that many are dissatisfied with the performance of a number of public companies that are controlled by the dissidents and their nominees.

"We have advanced Ursa Major to the point where it is the only currently profitable junior nickel mine in Canada; as such, the dissidents are making an opportunistic play for our growing portfolio of profitable assets, notably the Shakespeare mine," stated president and chief executive officer, Richard Sutcliffe. "Contrary to the unsupported allegations of the dissidents, we have controlled costs to maintain profitability and kept shareholder dilution to a minimum, while achieving mine production."

The response letter also details the strengths the current board offers, providing sound reasoning for shareholders to vote their blue proxy to support their board's continued efforts to increase shareholder value, including:

  • Stronger share price performance: Ursa Major's shares have performed substantially better than Inspiration's, especially since early 2009 when stock markets began to recover.
  • A strong independent board: Excluding the president and CEO, Mr. Sutcliffe, each of the five current directors and nominees are independent. Board independence was increased this year with the addition of Jean-Pierre Colin and the company is further strengthening the independence of the board by nominating a strong independent director in Maura Lendon.
  • Reasonable compensation to management: The current board and management believe it is vital that compensation programs align with shareholder interests and Ursa Major is dedicated to aligning board compensation with maximizing long-term shareholder value.

"Our vision is to grow Ursa Major into a profitable mid-tier nickel producer through successful exploration, production expansion and project acquisition," said Amar Bhalla, chairman of the special committee. "The special committee is focused on working with management to ensure that Ursa Major's operational successes are reflected in your share price."

It is important that shareholders vote their blue form of proxy to continue the momentum that the current board of directors has built and realize the rewards that await.

Shareholders who require assistance voting their blue proxy should contact Kingsdale Shareholder Services Inc. at 1-866-851-2743 or e-mail contactus@kingsdaleshareholder.com.

We seek Safe Harbor.

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