13:42:04 EDT Sun 27 Jul 2025
Enter Symbol
or Name
USA
CA



Ursa Major Minerals Inc
Symbol UMJ
Shares Issued 79,172,901
Close 2011-06-14 C$ 0.14
Market Cap C$ 11,084,206
Recent Sedar Documents

Inspiration rehashes reasons Forbes is better for Ursa

2011-06-15 12:28 ET - News Release

See News Release (C-ISM) Inspiration Mining Corp

Mr. Randy Miller of Inspiration reports

FORBES & MANHATTAN AND INSPIRATION MINING REITERATE NEED FOR CHANGE AT URSA MAJOR MINERALS

Forbes & Manhattan Inc. and Inspiration Mining Corp. have reiterated the need for change in the management team and board of directors of Ursa Major Minerals Inc.

If shareholders have not yet received their yellow voting form, please see section titled, "Voting."

The issues for Ursa Major shareholders are quite straightforward:

  • Ursa Major's share price has fallen dramatically in recent years and remains depressed.
  • The Shakespeare mine is not as profitable as it should be.
  • The capital markets lack confidence in current management.

It is time for a change in management and the board of directors.

Highly successful record of Forbes & Manhattan

Forbes & Manhattan has an exceptional record of building value in natural resource companies in which it has invested, and has the capabilities to improve the operating performance of the company with its team, which has substantial operating expertise in the Sudbury basin. From the beginning of 2009 to the end of 2010, companies actively managed by Forbes & Manhattan had an average market return of 452 per cent. Shareholders are encouraged to review both the corporate presentation and corporate fact sheet available at Forbes & Manhattan's website for additional examples and details of Forbes & Manhattan's record.

The model employed by Forbes & Manhattan involves its commitment through a significant investment alongside shareholders. An investment by Forbes & Manhattan in Ursa Major would provide it with the resources to implement the operating changes and growth strategy that the new board of directors would establish. As a result of this investment, the interests of Forbes & Manhattan and Inspiration Mining as significant shareholders would be fully aligned with those of all other shareholders. In contrast, the limited shareholdings of current management result in a lack of alignment with shareholders and demonstrate a lack of confidence in its own ability to build shareholder value.

Operational expertise necessary for improved share price performance

Exploration has been the historical focus of Ursa Major management; however, a producing asset such as the Shakespeare mine requires an additional skill set and focus on operations to complement exploration, which the concerned shareholders believe is outside the current management team's range of experience. Forbes & Manhattan seeks to bring its operational nickel expertise to Ursa Major by the appointment of a new management team that has substantial experience in nickel production and the Sudbury basin. This new management team at Ursa Major would include or have access to Mark Trevisiol, formerly with Xstrata Nickel; David Gower, formerly with Falconbridge Nickel (now Xstrata); Helio Diniz, formerly with Xstrata Canada; and William Randall, formerly with Liberty Mines.

One example of operational change that the concerned shareholders would make is to employ operating personnel rather than outsourcing mining operations to third party companies, which is expected to achieve significant cost savings. Another example of an operational change that would be considered is the use of well-known ore-upgrading methods to enhance Ursa Major's cash flow and profitability. The concerned shareholders believe that the current management team has not pursued these types of change as it does not have the requisite operational experience that the concerned shareholders can provide.

Confidence of the capital markets

Forbes & Manhattan has the confidence and support of the capital markets, having raised substantial funds for mining companies through its network of institutional investors and providing excellent returns for investors. Ursa Major's current management team does not have the support of the capital markets, which has contributed to Ursa Major's underperforming share price. In the opinion of the concerned shareholders, the share price will continue to underperform without the support of a broader shareholder group and a coherent growth strategy backed by the necessary operational experience.

Board nominees of the concerned shareholders

The board nominees of the concerned shareholders are experienced professionals in their fields with a clear focus on creating value for all Ursa Major shareholders. George Faught and Mark Trevisiol, through their association with Forbes & Manhattan, have a very successful record noted above. Allen Hayward has substantial expertise in the Sudbury basin as former vice-president and general manager of Falconbridge Limited (now Xstrata). Randy Miller is the chairman and chief executive officer of Inspiration Mining, Ursa Major's largest shareholder. Dr. Georg Hochwimmer is the founder, chief analyst and managing director of General Research Gmbh, a firm with a long history of advising natural resources companies and investors. Keeheum Shin is a current director and representative of Kores Canada, a subsidiary of Korea Resources Corporation, a significant shareholder of Ursa Major. Vic Alboini is experienced in mergers and acquisitions, and leads an investment bank, Northern Securities Inc., that has raised substantial capital for mining companies. Mr. Alboini is also chairman and CEO of Lakeside Steel Inc., which has increased its market value to $100-million, or 143 times the initial purchase price of $700,000, and recently reported revenue in excess of $240-million for the fiscal year ended March 31, 2011.

The concerned shareholders' nominees are committed to doing what it takes to create value for all Ursa Major shareholders.

Sticking to the issues

In simple terms, the current management team has had its opportunity to create value for Ursa Major shareholders, but has failed. A new management team with substantial expertise in developing producing mines and a superb record is what is needed to build value for Ursa Major shareholders and achieve growth in the stock price.

The concerned shareholders and their nominees, who collectively own approximately 19.48 per cent of Ursa Major's shares (excluding shares held by Korea Resources), are interested in creating value through driving an increase in the share price. The best way to create such an increase is through operational improvements and capital markets support, which the concerned shareholders can offer both of. The current management cannot say that it shares this same level of alignment of interests with shareholders because it collectively does not have a significant ownership stake in the company.

The current management team's letter to shareholders dated June 13, 2011, is an attempt to divert shareholders' attention away from the company's disappointing performance through misleading statements concerning the concerned shareholders. The concerned shareholders will stick to the issues set forth in this press release and in its circular. Ursa Major shareholders have a clear choice between the underperforming status quo and a team with an exceptional record and expertise specific to this type of asset. Shareholders should vote their yellow proxy today.

About the annual and special meeting

The meeting of shareholders to be held on June 23, 2011, 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 have received or should be receiving shortly the dissident circular and yellow form of proxy, which are also available on the System for Electronic Document Analysis and Retrieval (SEDAR) under Ursa Major's profile. The concerned shareholders urge Ursa Major shareholders to vote for change using the yellow form of proxy.

Voting

Shareholders must submit their yellow proxy in the sufficient time to ensure their 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 you have not received your yellow voting instruction form, please contact your broker immediately and advise it that you wish to vote the yellow form in favour of the concerned shareholders for the Ursa Major shareholders meeting. Please contact Northern Shareholder Services if you have any questions.

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. If you are a registered shareholder and have not yet received your yellow form of proxy please contact Northern Shareholder Services to see that your vote is properly submitted.

Given the current interpretation in normal mail services as provided by Canada Post, shareholders may be unable to receive the dissident circular or any proxy-related materials. However, Ursa Major shareholders will be able to obtain a copy of such documents through the following means:

  • On SEDAR under Ursa Major's company profile;
  • Request a printed copy of such documents, without charge, at the Toronto office of Northern Shareholder Services located at 145 King St. West, Suite 2020, Toronto, Ont., M5H 1J8;
  • Request a copy of such documents 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).

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