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The company is exploring for nickel deposits on its Langmuir property near Timmins, Ontario; for nickel-gold-copper on its Cleaver and Douglas properties; and for molybdenum and rare earth elements at recently acquired Desrosiers property.
Message: Forbes & Manhattan and Inspiration Mining Reiterate Need for Change at URSA
Inspiration Mining Corporation
June 15, 2011 12:02 ET
Forbes & Manhattan and Inspiration Mining Reiterate Need for Change at URSA Major Minerals
TORONTO, ONTARIO--(Marketwire - June 15, 2011) - Forbes & Manhattan, Inc. ("Forbes & Manhattan") and Inspiration Mining Corporation ("Inspiration") (collectively, the "Concerned Shareholders") today reiterated the need for change in the management team and Board of Directors of URSA Major Minerals Incorporated ("URSA Major" or the "Company").
If you have not yet received your Yellow voting form, please see section titled "Voting" below.
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; and
the capital markets lack confidence in current management.
It is time for a change in management and the Board of Directors.
Highly Successful Track Record of Forbes & Manhattan
Forbes & Manhattan has an exceptional track 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%. Shareholders are encouraged to review both the Corporate Presentation and Corporate Fact Sheet available at http://forbesmanhattan.com for additional examples and details of Forbes & Manhattan's track 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 their 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 skillset 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.
Our Board Nominees
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 track record noted above. Allen Hayward has substantial expertise in the Sudbury Basin as former Vice President & General Manager of Falconbridge Limited (now Xstrata). Randy Miller is the Chairman and CEO 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 track 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% of URSA Major's shares (excluding shares held by Korea Resources Corporation), 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 they share this same level of alignment of interests with shareholders because they collectively do 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 track record and expertise specific to this type of asset. Vote your 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 Street West, Toronto, Ontario M5H 3C2, on Thursday, June 23, 2011 at 4:00 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 at www.sedar.com. The Concerned Shareholders urge URSA Major shareholders to vote for change using the YELLOW form of proxy.
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 10:00 a.m. (Eastern Time) on Tuesday, June 21st, 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 them that you wish to vote the YELLOW form in favour of the Concerned Shareholders for the URSA Major shareholder's meeting. Please contact Northern Shareholder Services (contact details below) 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 online 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 (contact details below) 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 document(s) through the following means:
On SEDAR under URSA Major's company profile at www.sedar.com.
Request a printed copy of such document(s), without charge, at the Toronto office of Northern Shareholder Services located at 145 King Street West, Suite 2020, Toronto, Ontario, M5H 1J8.
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 [email protected].
Further information about voting the YELLOW proxy is available from Northern Shareholders Services at 1-877-719-4746, or via e-mail to [email protected]. 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, Ontario, Forbes & Manhattan has a world-class multi-disciplinary 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 is currently comprised of 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.
Inspiration Mining and its predecessors have been involved in mineral exploration since 1972. Since 2005, Inspiration Mining's principal focus has been on the exploration and development of its Langmuir property located south of Timmins, Ontario, which has significant nickel mineralization. Since 1996, Inspiration Mining has raised more than $60,000,000 from the capital markets. Further information respecting Inspiration Mining may be found under Inspiration Mining's profile on SEDAR at www.sedar.com.
Forward-looking Statements and Cautionary Statements
Information included in this press release may contain forward-looking statements. All statements, other than statements of historical fact, included in this press release are forward-looking statements, including, without limitation, statements regarding activities, events or developments that the Concerned Shareholders expect or anticipate may occur in the future. These forward-looking statements can be identified by the use of forward-looking words such as "will", "expect", "intend", "plan", "estimate", "anticipate", "believe" or "continue" or similar words or the negative thereof. There can be no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will occur. We caution readers of this press release not to place undue reliance on forward-looking statements contained in this press release, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include general economic and market conditions, changes in law and the ability to implement business strategies and pursue business opportunities. Shareholders are cautioned that all forward-looking statements involve risks and uncertainties, including those risks and uncertainties detailed in URSA Major's filings with applicable Canadian securities commissions, copies of which are available on SEDAR at www.sedar.com. We urge you to carefully consider those factors. The forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this press release are made as of the date of this press release and the Concerned Shareholders undertake no obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise, except as required by law.
There can be no assurance that URSA Major shareholders will realize returns similar to those referred to herein, or as achieved by Forbes & Manhattan in the past, or otherwise, in the event that the Concerned Shareholders' nominees are elected to the Board of Directors.
The Concerned Shareholders Urge URSA Major Shareholders to Vote for a New Board Using the YELLOW Proxy
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