Inspiration Mining Corporation
TSX : ISM

Inspiration Mining Corporation

June 16, 2011 15:51 ET

Reminder of Voting Cut-Off for Upcoming Shareholders Meeting of URSA Major Minerals Incorporated-Vote Only the Yellow Proxy

TORONTO, ONTARIO--(Marketwire - June 16, 2011) - Forbes & Manhattan, Inc. ("Forbes & Manhattan") and Inspiration Mining Corporation ("Inspiration Mining") (TSX:ISM) (collectively, the "Concerned Shareholders") remind shareholders of URSA Major Minerals Incorporated ("URSA Major" or the "Company") that they have until 10:00 am (Eastern time) on Monday June 21, 2011 to vote their YELLOW proxies for the upcoming annual and special meeting (the "Meeting") of URSA Major shareholders to be held at 10:00 am (Eastern time) on Thursday, June 23, 2011.

If you have not yet received your YELLOW Form of Proxy or YELLOW Voting Instruction Form, please see section titled "Voting" below.

Need for Change
The Concerned Shareholders reiterate the need for change in the management team and Board of Directors of URSA Major.
The issues for URSA Major shareholders are straightforward:
  • URSA Major's share price has fallen dramatically in recent years and remains depressed.

  • The Shakespeare Mine is not as profitable as it should be.

  • The capital markets lack confidence in current management.

It is time for a change in management and the Board of Directors of URSA Major. To protect and to realize the value of your investment in URSA Major, the Concerned Shareholders urge you to vote for their proposed nominees on the YELLOW Form of Proxy:
  • Forbes & Manhattan has an exceptional track record of building value in natural resource companies in which it has invested, and has the capabilities to improve the operating performance of the Company.

  • Forbes & Manhattan seeks to bring its operational nickel expertise to URSA Major by the appointment of a new management team that has substantial experience in nickel production and the Sudbury Basin.

  • The proposed nominees of the Concerned Shareholders are experienced professionals in their fields with a clear focus on creating value for all URSA Major shareholders.

To ensure that your vote is received in time, the Concerned Shareholders recommend that you vote your proxies today by phone, internet or facsimile as directed in the YELLOW Form of Proxy or YELLOW Voting Instruction Form. Further information about voting is available from Northern Shareholders Services at 1-877-719-4746, or via e-mail to URSAmajor@northernsi.com. For shareholders located outside North America, please call 1-416-644-8190 (collect calls accepted).

The vote of every shareholder – both large and small – is important to the future of URSA Major and your investment.

Special Committee Misstatements

The Special Committee (the "Special Committee") of the Board of Directors of URSA Major inaccurately indicated in a press release dated June 15, 2011 that Inspiration Mining and other dissident shareholders "beneficially own or control over 20% of the Company's shares". The information in the Special Committee's press release is inaccurate and suggests that the Concerned Shareholders have not complied with applicable legal obligations in a clear attempt to mislead shareholders and obtain their votes. The Concerned Shareholders want to set the record straight.

Based on the information disclosed in the Concerned Shareholders' information circular (the "Dissident Circular") dated May 31, 2011, the aggregate number of URSA Major shares that the Concerned Shareholders and their nominees to the Board of Directors of URSA Major beneficially own or have control or direction over represents 19.48% of the outstanding common shares of URSA Major (assuming the exercise of certain warrants). This excludes shares represented by Mr. Keeheum Shin, who is also a management nominee to the Board of Directors of URSA Major and with whom the Concerned Shareholders have no understanding or agreement.

The Concerned Shareholders and their nominees and related parties have not traded in URSA Major shares since May 31, 2011, the date of the Dissident Circular. On this basis, the Concerned Shareholders had advised the Special Committee's counsel on June 13, 2011 that the Concerned Shareholders were familiar with and in compliance with their obligations governing trading in URSA Major securities. The Concerned Shareholders have contacted the Ontario Securities Commission to voluntarily confirm that they are in compliance with such obligations and to raise their concerns with the misstatements made by the Special Committee in its press release.

Voting

Shareholders must submit your YELLOW proxy in the sufficient time to ensure your votes are received by the Concerned Shareholders' proxy agent, Computershare Investor Services Inc., no later than 10:00 a.m. (Eastern Time) on Tuesday, June 21st, 2011.

If your URSA Major common shares are held in a brokerage account or otherwise through an intermediary, you are a "beneficial shareholder" and a YELLOW Voting Instruction Form was mailed to you with the Dissident Circular. Only vote your YELLOW Voting Instruction Form in accordance with the instructions set out therein. If you have not received your YELLOW Voting Instruction Form, please contact your broker immediately and advise them that you wish to vote the YELLOW form in favour of the Concerned Shareholders for the URSA Major shareholder's meeting. Please contact Northern Shareholder Services (contact details below) if you have any questions.

If your URSA Major common shares are held in your own name, you are a "registered shareholder" and will receive the YELLOW Form of Proxy with the Dissident Circular. Registered URSA Major shareholders may vote online or by telephone, fax or mail in accordance with the instructions set out in the YELLOW Form of Proxy. If you are a registered shareholder and have not yet received your YELLOW Form of Proxy, please contact Northern Shareholder Services (contact details below) to see that your vote is properly submitted.

Given the current interpretation in normal mail services as provided by Canada Post, shareholders may be unable to receive the Dissident Circular or any proxy-related materials. However, URSA Major shareholders will be able to obtain a copy of such document(s) through the following means:

  • On SEDAR under URSA Major's company profile at www.sedar.com.

  • Request a printed copy of such document(s), without charge, at the Toronto office of Northern Shareholder Services located at 145 King Street West, Suite 2020, Toronto, Ontario, M5H 1J8.

  • Request a copy of such document(s) to be delivered to the shareholder by courier, facsimile or electronic transmission, at the election of the shareholder, without charge, by contacting Northern Shareholders Services at 1-877-719-4746, or via e-mail to URSAmajor@northernsi.com.

Further information about voting the YELLOW proxy is available from Northern Shareholders Services at 1-877-719-4746, or via e-mail to URSAmajor@northernsi.com. For shareholders located outside North America, please call 1-416-644-8190 (collect calls accepted).

About Forbes & Manhattan

Forbes & Manhattan is a leading merchant bank that has repeatedly developed, financed and built significant shareholder value in companies built on natural resource projects. An international firm based in Toronto, Ontario, Forbes & Manhattan has a world-class multi-disciplinary team of more than 150 employees and consultants and takes an active involvement in the companies in which it invests, taking direct roles on the boards of directors and on senior management and technical teams. The Forbes & Manhattan group of companies is currently comprised of over 35 natural resource companies with assets located in 22 countries, which have raised aggregate financing in excess of $2 billion in the past four years.

About Inspiration Mining

Inspiration Mining and its predecessors have been involved in mineral exploration since 1972. Since 2005, Inspiration Mining's principal focus has been on the exploration and development of its Langmuir property located south of Timmins, Ontario, which has significant nickel mineralization. Since 1996, Inspiration Mining has raised more than $60,000,000 from the capital markets. Further information respecting Inspiration Mining may be found under Inspiration Mining's profile on SEDAR at www.sedar.com.

Forward-looking Statements and Cautionary Statements

Information included in this press release may contain forward-looking statements. All statements, other than statements of historical fact, included in this press release are forward-looking statements, including, without limitation, statements regarding activities, events or developments that the Concerned Shareholders expect or anticipate may occur in the future. These forward-looking statements can be identified by the use of forward-looking words such as "will", "expect", "intend", "plan", "estimate", "anticipate", "believe" or "continue" or similar words or the negative thereof. There can be no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will occur. We caution readers of this press release not to place undue reliance on forward-looking statements contained in this press release, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include general economic and market conditions, changes in law and the ability to implement business strategies and pursue business opportunities. Shareholders are cautioned that all forward-looking statements involve risks and uncertainties, including those risks and uncertainties detailed in URSA Major's filings with applicable Canadian securities commissions, copies of which are available on SEDAR at www.sedar.com. We urge you to carefully consider those factors. The forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this press release are made as of the date of this press release and the Concerned Shareholders undertake no obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise, except as required by law.

There can be no assurance that URSA Major shareholders will realize returns similar to those referred to herein, or as achieved by Forbes & Manhattan in the past, or otherwise, in the event that the Concerned Shareholders' nominees are elected to the Board of Directors.

Contact Information

  • If you have any questions and/or need assistance in
    completing your YELLOW proxy, please call the Concerned
    Shareholders' proxy solicitation agent, Northern Shareholder
    toll free at 1-877-719-4746,
    or e-mail: URSAmajor@northernsi.com

    For shareholders located outside North America, please call
    Northern Shareholder Services
    at 1-416-644-8190 (collect calls accepted)