Broadmark Capital, LLC

May 11, 2006 19:47 ET

Broadmark Capital Releases Letter to the Board of Directors of Bennett Environmental Inc.

SEATTLE, WASHINGTON--(CCNMatthews - May 11, 2006) - Broadmark Capital, LLC today released the text of a letter to the board of directors of Bennett Environmental Inc. (TSX:BEV)(AMEX:BEL) regarding Broadmark Capital's proposal, on behalf of shareholders holding at least 30% of Bennett's outstanding common shares, to reconstitute Bennett's board of directors such that it would be comprised of four nominees proposed by Broadmark Capital and three of the existing directors. The text of the letter is set out below.



May 9, 2006

David Williams
Chairman of the Board of Directors
Bennett Environmental Inc.
45 St. Clair Avenue West
Suite 1202
Toronto, ON M4V 1K9


Dear David:

This letter follows and confirms our meeting of yesterday evening. As you know, we represent certain shareholders of Bennett Environmental Inc. (the "Company"). Based upon discussions with our clients and, at their direction, further communications with a significant number of other shareholders of the Company, we believe that the position advanced at yesterday's meeting, and confirmed in this letter, represents the views of holders of not less than thirty percent (30%) of the Company's outstanding shares. Moreover, based upon the overwhelming support we have received in our canvass of shareholders, we have every reason to believe that these views would be shared by holders of a much greater percentage of shares if their views were to be sought.

Our clients have concluded, in good faith and in what they truly believe to be the best interests of the Company and all of its shareholders and other relevant stakeholders, that a very substantial change in the composition of the board of directors of the Company is essential in order for the Company to realize its potential. Specifically, as was communicated yesterday, our clients have determined that a majority of the positions on the board of directors should be occupied by individuals who are not currently on the board. In this regard, our clients have identified, and hereby propose, four individuals (the "Proposed Directors") who have agreed to serve as directors of the Company, and who our clients believe would, individually and collectively, add very significant value to the Company. If each of the Proposed Directors were to join the board, a newly constituted board of seven could include three incumbent directors.



The Proposed Directors are:

Michael F. Blair Chief Executive Officer and Director
Auto Modular Corporation
(formerly Algonquin Mercantile Corporation)

Michael Fleisher President and Director
Bogen Communications International Inc.
(On leave from Bogen from November 2003
to June 2004, to serve in a senior
position with US Department of Defence
in Baghdad, Iraq)

Joseph L. Schocken Founder and President
Broadmark Capital LLC

Christopher S. Wallace Managing Partner
Second City Capital Partners One LP


I would be pleased to provide you with more background information on the Proposed Directors.

In assessing the proposal contained herein, I would ask that you bear in mind, as was articulated at yesterday's meeting, that:

- The shareholders whom we represent have no "agenda" other than to take steps to enhance the value of their significant investment in the Company, although - in the normal course of events - the reconstituted board, which will include the Proposed Directors and several incumbent directors, might presumably identify and pursue any number of value enhancing initiatives.

- The Proposed Directors are unrelated to and unaffiliated with, and will act independently of, one another, and should not be viewed as constituting a "block" of voting power within the reconstituted board.

- The Proposed Directors should not be regarded, individually or collectively, as representatives of any one or more of the shareholders whom we represent; the Proposed Directors will understand that each of them is a representative of, and owes fiduciary duties to the Company and all of its shareholders, and they will govern themselves accordingly.

As we discussed yesterday, there are various ways in which the change described herein can be effected. Some of those ways are more expensive, disruptive and value destructive than others. At our meeting, we expressed - and hereby confirm - a genuine hope that this change can be effected in as consensual and constructive a manner as possible, which would clearly be in the best interest of all of the Company's shareholders and other relevant stakeholders. While we call upon Bennett and its board of directors to join with us in that effort, our clients are fully cognizant of their rights and remedies in this regard should a consensual resolution of these issues not be forthcoming.

We look forward to your prompt response.

Very truly yours,

Joseph L. Schocken

Joseph L. Schocken

President

Broadmark Capital, LLC

Contact Information

  • Broadmark Capital, LLC
    Joseph L. Schocken
    President
    (202) 623-1200