EXHIBIT 7.9
FEBRUARY 23, 2012 PRESS RELEASE
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
| BAJA MINING CORP. |
| (Name of Issuer) |
| Common Shares, Without Par Value |
| (Title of Class of Securities) |
| 05709R103 |
| (CUSIP Number) |
| with a copy to: | ||
| Mr. Jonathan Fiorello | Robert G. Minion, Esq. | |
| Mount Kellett Capital Management LP | Lowenstein Sandler PC | |
| 623 Fifth Avenue, 18th Floor | 1251 Avenue of the Americas, 18th Floor | |
| New York, NY 10022 | New York, NY 10020 | |
| (212) 588-6100 | (646) 414-6930 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
| February 23, 2012 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| Cusip No. | 05709R103 | |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): | |
| Mount Kellett Capital Management LP | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |
| (a) | ||
| (b) | ||
| 3. | SEC Use Only | |
| 4. | Source of Funds (See Instructions): WC | |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): | |
| Not Applicable | ||
| 6. | Citizenship or Place of Organization: State of Delaware | |
| Number of | 7. | Sole Voting Power: | 67,421,117* | ||
| Shares Beneficially | 8. | Shared Voting Power: | 0* | ||
| Owned by | |||||
| Each Reporting | 9. | Sole Dispositive Power: | 67,421,117* | ||
| Person With | 10. | Shared Dispositive Power: | 0* |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person: | 67,421,117* | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | |||
| (See Instructions): Not Applicable | ||||
| 13. | Percent of Class Represented by Amount in Row (11): | 19.9%* | ||
| 14. | Type of Reporting Person (See Instructions): IA | |||
*As of February 24, 2012 (the “Filing Date”), Mount Kellett Master Fund II-A, L.P., a Cayman Islands exempted limited partnership (the “Fund”), holds 67,421,117 common shares, without par value (the “Common Shares”), of Baja Mining Corp., incorporated under the laws of the Province of British Columbia, Canada (the “Company”). Mount Kellett Capital Management LP (the “Reporting Person”) possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company held by the Fund. Based on the Company’s Report of Foreign Private Issuer for the Month of February 2012, filed on Form 6-K with the United States Securities and Exchange Commission, as of February 3, 2012, there were 339,563,275 issued and outstanding Common Shares. Thus, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934 (the “Act”), the Reporting Person is deemed to beneficially own 19.9% of the Common Shares issued and outstanding as of the Filing Date. In addition to the Common Shares held by the Fund and deemed beneficially owned by the Reporting Person, a senior executive employed by the Reporting Person (the “Senior Executive Employee”) holds 40,000 Common Shares. Pursuant to Rule 13d-4 under the Act, the Reporting Person disclaims the beneficial ownership of any Common Shares held by the Senior Executive Employee.
| -2- |
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended by adding the following after the fourteenth paragraph thereof:
On February 23, 2012, the Reporting Person, on behalf of the Fund, issued a press release, a copy of which is attached to this Schedule 13D, as amended, as Exhibit 7.9. The press release, among other things, announced that the Reporting Person has mailed to the Company’s shareholders a letter and proxy circular, each dated February 22, 2012. The letter and proxy circular, among other things, urged the Company’s shareholders to vote at the Special Meeting of Shareholders to be held on April 3, 2012 for two new independent shareholder director nominees to the Company’s board of directors. A copy of each of the letter and proxy circular are attached to this Schedule 13D, as amended, as Exhibit 7.10.
The description of the press release, letter and proxy circular set forth above are qualified in their entirety by reference to the complete copies of the respective documents that are attached to this Schedule 13D, as amended, as exhibits pursuant to Item 7 hereof.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended by adding the following after the eighth paragraph thereof:
7.9 Press Release, dated February 23, 2012, from the Reporting Person, on behalf of the Fund.
7.10 Letter and Proxy Circular, each dated February 22, 2012, from the Reporting Person, on behalf of the Fund.
[signature follows on the next page]
| -3- |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 24, 2012 | |||
| MOUNT KELLETT CAPITAL MANAGEMENT LP | |||
| By: | Mount Kellett Capital Management GP LLC, | ||
| its general partner | |||
| By: | /s/ Jonathan Fiorello | ||
| Jonathan Fiorello | |||
| Chief Operating Officer | |||
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
| -4- |
EXHIBIT 7.9
FEBRUARY 23, 2012 PRESS RELEASE
EXHIBIT 7.10
FEBRUARY 22, 2012 LETTER AND PROXY CIRCULAR
