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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: URSA Major Minerals Shareholders Overwhelmingly Support Directors and a Strength

URSA Major Minerals Incorporated



June 24, 2011 17:14 ET

URSA Major Minerals Shareholders Overwhelmingly Support Directors and a Strengthened Board; Dissident Attack Defeated and Further Discredited

TORONTO, ONTARIO--(Marketwire - June 24, 2011) -


URSA Major Minerals Incorporated ("URSA Major" or the "Company") (TSX:UMJ) would like to thank shareholders for their resounding support at URSA Major's Annual and Special Meeting of Shareholders held on June 23, 2011 (the "meeting of shareholders"). At the meeting, Trevor A. Anderson, H. Ross Arnold, Amar Bhalla, Maura Lendon, Martez Moore, Keeheum Shin and Richard Sutcliffe were elected as Directors of the Company. As shareholders were no doubt aware, URSA Major has been plagued by a group of opportunistic dissident shareholders led by Inspiration Mining Corporation ("Inspiration Mining"), Forbes & Manhattan, Inc. ("Forbes & Manhattan") and advised by Northern Shareholder Services ("Northern Shareholder"), who have repeatedly attempted to hijack the Company for their own ends.

"I am pleased that URSA Major can finally put this unfortunate and costly distraction behind us and redouble our efforts to enhance Canada's only profitable junior nickel operation with a view to significantly grow our production. I want to express management's appreciation for the work of the Special Committee of the Board of Directors and the staff of URSA Major for their hard work on this campaign. On behalf of the Board I express appreciation for the tireless dedication of the team from Kingsdale Shareholder Services Inc., led by Riyaz Lalani, Chief Operating Officer and Chang Park, Kingsdale's Senior Director of Client Services, along with Kingsdale's communications team in the defense of URSA Major. We also thank Wesley Hall for his very constructive role as a significant shareholder," said Richard Sutcliffe, URSA Major's President & CEO.

Dissidents Repeated Failure in Court Actions

Dissident shareholder Inspiration Mining, found itself repeatedly rebuffed by the courts in its actions against URSA Major.

  • On February 24, 2011, the Ontario Superior Court of Justice dismissed an action brought by Inspiration Mining and supported the cancellation of a special meeting of shareholders requisitioned by Inspiration Mining. Inspiration Mining had repeatedly ignored numerous requests to provide their proposed nominations for the Board of URSA Major and as such the Court found the requisition to be invalid.

  • On March 1, 2011, the Ontario Superior Court of Justice dismissed Inspiration Mining's application to reverse the private placement closed by URSA Major on January 31, 2011. Inspiration Mining's dismissed application also sought to disenfranchise shareholders who had purchased shares through the private placement at the next meeting of shareholders. The court ordered Inspiration Mining to pay $11,000 in costs in favour of URSA Major.

The Dissident Press Release

Following the meeting of shareholders, the dissidents, Forbes & Manhattan and Inspiration Mining, issued a release making unsubstantiated allegations against the Company, certain independent Directors, Wesley J. Hall, an investment company indirectly controlled by Mr. Hall, and Kingsdale Shareholder Services Inc.

Forbes & Manhattan and Inspiration Mining had made similar allegations before the Ontario Court. On June 22, 2011, minutes before these allegations were to be heard by the Court, counsel for Forbes & Manhattan and Inspiration Mining advised the Court that they were abandoning their claims. The affidavit evidence before the Court was overwhelmingly not in their favour. The Court will assess costs against Forbes & Manhattan and Inspiration Mining at a hearing scheduled today.

Having abandoned their Court claims, Forbes & Manhattan, and Inspiration Mining have nonetheless decided to repeat these allegations. This occurred after several unsuccessful attempts by Vic Alboini, Chairman, President & CEO of Northern Financial Corp. (and a nominee on the Dissident slate) and Randy Miller, Chairman & CEO of Inspiration Mining to convince Mr. Hall to support the Dissident slate.

Wesley J. Hall

URSA Major is pleased at the confidence shown by Mr. Hall through his family's investment company that recently increased its shareholdings in URSA Major to approximately 14.7% of the total outstanding shares of the Company. "I am thrilled to have Wes Hall as an investor of URSA Major. Mr. Hall's tremendous accomplishments as a trusted and sought after advisor to major Canadian and international public companies are well known, having grown Kingsdale Shareholder Services into Canada's preeminent shareholder services firm from a single employee, in just seven years. Mr. Hall was recognized as an Ernst & Young Entrepreneur of the Year in 2009 in Ontario and I look forward to his participation as a shareholder in URSA Major's success in the years ahead." said Richard Sutcliffe.

New Board Members

URSA Major welcomed two new distinguished directors to our Board at yesterday's Annual and Special Meeting of Shareholders, H. Maura Lendon, President Aurah Advisory Services Inc., and Martez R. Moore, Executive Vice President of Operations for Viacom Inc. The additions of Ms. Lendon and Mr. Moore will add to the diversity of perspectives on the Board and strengthen the overall corporate governance practices of URSA Major. Their respective biographies appear below:

  • H. Maura Lendon is President, Aurah Advisory Services Inc., focusing on enhancing governance within organizations to support sustainable value creation. Ms. Lendon has extensive experience in international business, including mergers and acquisitions, corporate governance, regulatory compliance, executive compensation, and human resources leadership. Before Aurah Advisory Services, she was Senior Vice President, Corporate Services, Chief Legal Officer and Corporate Secretary for HudBay Minerals, Inc., a Canadian integrated mining company, and prior to that, spent over a decade in the telecom industry, most recently as Chief Counsel - Canada for AT&T. Ms. Lendon is a graduate of the Institute of Corporate Directors – Rotman School of Management Directors Education Program. She received her Masters of Business Administration from the Richard Ivey School of Business, her Masters of Law from Osgoode Hall Law School, her Bachelors of Law from the University of Western Ontario, and is called to the Ontario Bar.

  • Martez R. Moore, the Executive Vice President of Operations for Viacom Inc., where he functions as the chief operating officer for one of its business units. Prior to this role, he was the Divisional Head of Business Strategy & Development for one of Viacom's divisions, executing a number of high-profile acquisitions, divestitures, and business unit turnarounds. Prior to joining Viacom, Mr. Moore was a strategy consultant with McKinsey & Company, where he advised Fortune 100 companies. Previously, Mr. Moore was a principal with TSG Capital Group, a private equity fund with nearly $1 billion under management, Indosuez Capital, a leading merchant bank, and Morgan Stanley & Company's M&A Department. Mr. Moore has also worked at The White House in the Political Affairs Office for Rahm Emanuel. Mr. Moore received his J.D. from The University of Pennsylvania Law School and B.A. from Loyola University of Chicago.

The Board of Directors would also like to thank Jean-Pierre Colin, who did not stand for re-election to the Board, for his service to URSA Major.

About URSA Major Minerals - URSA Major is a Canadian mining company with a nickel mine and two nickel sulphide projects containing significant NI43-101 compliant nickel and copper reserves and resources. The Company is focused on demonstrating profitable operations at the Shakespeare Mine and growing its nickel, copper and platinum group metal (PGM) deposits through exploration and development, primarily in Ontario, Canada.

Address: 8 King Street East, Suite #1300, Toronto, Ontario, Canada M5C 1B5

This release was prepared by management of the Company who takes full responsibility for its contents. Some statements contained in this release are forward-looking and, therefore, involve uncertainties or risks that could cause actual results to differ materially. Such forward-looking statements include comments regarding mining and milling operations, mineral resource statements and exploration program performance. Factors that could cause actual results to differ materially include metal price volatility, economic and political events affecting metal supply and demand, fluctuations in mineralization grade, geological, technical, mining or processing problems, exploration programs and future results of exploration programs, future profitability and production.

The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.

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