Baja board battle: Mount Kellett says Greenslade, family and friends busy setting up $50 million payday

20%-shareholder Mount Kellet Capital Management on Tuesday stepped back into the ring with Baja Mining in their fight over boardroom control of the miner.

Mount Kellett, which wants to appoint its own nominees to the Baja board, is not pulling any punches, accusing Baja CEO John Greenslade of "enriching family and friends" at the expense of shareholders.

Mount Kellett which has pumped $80 million into Baja says Baja is pursuing a transaction with a related company Catalyst Copper that would net the Greenslade camp a tidy profit.

Greenslade is CEO of both companies and holds more shares in Catalyst than he holds in Baja. Greenslade's daughter Kendra Low works as corporate secretary of Baja while Denby Greenslade is corporate secretary and interim CFO at Catalyst Copper. The two companies, both advancing projects in Mexico also share a number of directors.

In a circular Mount Kellett calculates that Greenslade, his daughter Denby Greenslade and two directors "would realize $49,193,285 of value through their Baja stock, regardless of whether Catalyst proves successful or not."

Mount Kellet also has it in for Greenslade's daughter Kendra Low which it calls "under-qualified and overpaid:"

Ms. Low has been unduly enriched by her father and the board. In 2010, Ms. Low received the extraordinary compensation package of $725,000, and in 2011 was awarded an $800,000 golden parachute – making her one of the highest paid corporate secretaries in Canada.

Other charges of "cronyism and egregious compensation" by Mount Kellett relate to a stock option plan shareholders voted on last year, which according to Mount Kellett was billed by Greenslade as “essential to hire senior management candidates and key personnel.” Mount Kellet thinks otherwise:

Instead, huge stock options grants were awarded to newly appointed, interlocking directors, Mr. Gerald Prosalendis, Mr. François Marland and Mr. Giles Baynham. Since joining one another's boards, in a short 18 month period, Messrs. Greenslade, Marland, Baynham, and Prosalendis have exchanged more than $4,000,000 in value from options.

A showdown at a special shareholders’ meeting to vote on the new board composition is set for April 3.

Baja's 70%-owned Boleo copper-cobalt mine should start production early next year at a cost of $890 million.

Baja was up another couple of percentage points on Tuesday trading at 102c in Toronto. The stock has advanced 27.5% so far this year. The counter is worth $346 million on the TSX. It hit an all-time high of $2.46 in July 2007.

Catalyst Copper is a penny stock and its Mexico copper project is still in its early stages. The company is worth $31 million on the Toronto venture board and at 13c is up 62% this year.

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