ISS Rejects Bristol’s Complaints and Recommends Shareholders Vote For Management Board Nominees
Board Members Voluntarily Relinquish Cliff SARs
JAG – TSX/NYSE
BELO HORIZONTE, Brazil, June 18, 2012 /PRNewswire/ – Jaguar Mining Inc. (JAG:
TSX/NYSE) announced that Institutional Shareholder Services (ISS), a leading independent proxy advisory firm, today recommended that Jaguar
shareholders vote FOR management’s board nominees at the company’s
upcoming annual meeting on June 29. 2012.
ISS rejected many of the complaints of Bristol Investment Partners
referred to in Jaguar’s press release of June 15, 2012, and noted that
Jaguar’s strategic review process “does not appear to be the result of
an inattentive negligent board”.
ISS found that it was reasonable that the company did not “immediately
jump in favour of Shandong’s proposal” and that given the decline in
gold equities, there would have been a “real transaction risk to Jaguar
shareholders” had it done so. The report adds that “given the
conditional nature of the proposal, which granted exclusivity,
break-fees to Shandong, expense reimbursement, and significant control
over operations, the board’s concerns appear reasonable.”
Gary German, Jaguar’s chairman, said: “This report validates the
exhaustive process that our board and special committee followed in
seeking a potential buyer.”
ISS also rejected Bristol’s allegation that Jaguar did not respond
adequately to its concerns. “Whether or not Bristol was content with
Jaguar’s response… is not indicative of a board disregarding
shareholders. On the contrary, the board’s decision to grant Bristol
full details of the strategic process, that was subsequently rejected,
gives the appearance of unwillingness on Bristol’s part.”
“We agree with ISS’ conclusions regarding Bristol.” said Gary German.
“ISS carefully considered Bristol’s various complaints, conducted a
careful and thoughtful assessment and concluded that Jaguar’s board had
acted appropriately. We are grateful that ISS approached these issues
in such an even handed, professional manner.”
Voluntary Relinquishment of Cliff SARs
As noted in Jaguar’s June 15, 2012 press release, the implications of
Jaguar’s cliff share appreciation rights (Cliff SARs) to Jaguar’s
directors and officers were never considered by either the board or the
special committee in any way during the strategic review process.
However, in order to address any concerns that shareholders may have,
all board members that hold Cliff SARs have voluntarily relinquished
such rights effective immediately. The Cliff SARs were approved as a
one-time grant in 2010. No further Cliff SARs will be granted by
For more information and assistance in voting their proxy, shareholders
can contact Kingsdale Shareholder Services Inc. at 1-866-581-1479 or by
email at firstname.lastname@example.org. The proxy cut-off time is 10 a.m. on June 27, 2012.
About Jaguar Mining
Jaguar is a junior gold producer in Brazil with operations in a prolific
greenstone belt in the state of Minas Gerais and is developing the
Gurupi Project in Northern Brazil in the state of MaranhÃ£o. The Company
is actively exploring and developing additional mineral resources at
its approximate 240,000-hectare land base in Brazil. Additional
information is available on the Company’s website at www.jaguarmining.com.
SOURCE Jaguar Mining Inc.