Its a tough world out there so

HONESTY DOESNT ALWAYS MATTER,

what matters is sometimes creativity.
- Stan Bharti giving advice to Laurentian University students

Dear Fellow Shareholder,

Time is running out to save your Aberdeen investment your vote is important.
Stan Bharti is hoping you will let him continue paying himself and his friends millions of dollars of
your money while they siphon off whats left of Aberdeen to themselves and related parties. If
shareholders dont act now to stop Stan we think the value of your Aberdeen shares could be
worthless within two years.
Recently, Institutional Shareholder Services (ISS), a leading independent proxy advisory research
firm, recommended that Aberdeen Shareholders vote to remove Stan Bharti at the upcoming
meeting and recommended using our GOLD form of proxy when casting your vote. ISS, whose
analyses and recommendations are relied upon by many major institutional investment firms, mutual
funds and fiduciaries throughout North America, also recommended voting FOR Ryan J Morris.
In its January 16th report, ISS found
By replacing Bharti, who exerts significant Forbes & Manhattan influence on the board and bringing Morris
on the board will help improve the overall governance structure and true independence level of the
board, with an expectation to provide more transparency and strengthen the independent oversight over related
party transactions/loans, effectiveness of cost cutting, etc., which should ultimately benefit the overall
shareholder return over the long-term.
ISS went further in expressing their support, stating
Dissident nominee Ryan J. Morris appears most suited to carry out the changes and help add truly
independent oversight to the board. He is the leader of the dissident group and has over 5% of shareholding
in the company which makes his interest aligned with those shareholders who are not Forbes & Manhattan
affiliated. As the CEO of Meson Capital Partners, LLC, Morris is an experienced investment professional whose
expertise should be helpful as the company is essentially a merchant bank and who can add different voice on the
Forbes & Manhattan dominated board in terms of portfolio investment process On the basis of the above, we
recommend shareholders vote FOR dissident nominee Ryan J. Morris by removing management
nominee Stan Bharti on the dissident proxy.
In explaining the reasons for its recommendation ISS highlighted many of the same concerns we have
raised with Stan and the way he and his friends are running your company. This has only affirmed
what we have been saying for some time, namely that urgent change is needed before its too late.
Many of your fellow shareholders have already voted their GOLD proxies to save Aberdeen and
maximize the value of their investment, but every vote is important; we need you to vote today before
its too late and Stan destroys whats left of your investment.

YOUR GOLD PROXY VOTE WILL END the Culture of Insider Self Enrichment
Stan Bharti says honesty doesnt always matter so we are not surprised that he and his team have
tried to distort the truth about Aberdeen and about us. We know Aberdeen has written to you and
many of the things they have said are simply not true.
The Aberdeen board and Stan Bharti would have you believe that their involvement with Forbes &
Manhattan portfolio companies adds value for shareholders. The reality is that their involvement
often enriches only Stan Bharti, Forbes & Manhattan and the stable of related individuals they install
as directors and officers, often at the direct expense of shareholders. Since Aberdeens inception in
2008, shareholders have accumulated net losses of over $67 million. Where did all that money go?
Stan Bharti, Forbes & Manhattan and other current and former Aberdeen directors have received

2|Page

total cash compensation of over $58 million from Aberdeen and the related parties that Aberdeen
has invested in. Over the last three years, the median shareholder return from these same companies
was negative 89%.

Our Plan To Maximize Value for ALL Aberdeen Shareholders

Our plan to save Aberdeen is not a takeover but a liberation that will put cash back into the hands
of YOU, the shareholder and fix the mess that Stan and his team have made at Aberdeen, which has
seen the value of your Aberdeen shares decline by 80% since January 31, 2011. So what are we
planning to do?

An immediate Cash Return of $0.15 per share. Aberdeen shareholders have

suffered long enough. Stan and his friends on the board have managed Aberdeen so badly
that they were forced to cancel the companys dividend in 2012. Since then shareholders
havent received a cent from Aberdeen and have suffered a decline of 65% in the value of their
shares. Stan and the rest of the Aberdeen board havent shared your pain though. Instead
insiders have paid themselves $13 million over the last three years! In contrast to our plan Stan
and his team wont commit to returning any cash to shareholders. Why? We think its because
it would leave less money in the company for Stan and his team to keep paying themselves
millions. Aberdeen owns $16 million worth of shares in Rio Alto Mining. This shareholding
is a liquid non-core asset; in fact Aberdeen has already sold over $7 million worth of its Rio
Alto shares in October at prices much lower than todays. Our plan involves completing the
sales Aberdeen started in October, but, instead of finding ways to siphon the money to Forbes
& Manhattan, we will return it to you.

A reduction in compensation of at least 80%. We think company executives and

A reduction in operating costs of approximately 60%. Over the past 12 months

board members should be compensated based on performance, and we intend to make sure
Aberdeen is run that way. Its unexplainable how Stan and his friends on the board think its
reasonable to have paid themselves $13 million while the Aberdeen stock price has declined
80%. Our plan will put an immediate stop to this for the benefit of all shareholders. In
contrast to our plan, Stan and his team wont make any specific commitments regarding
reducing compensation.

3|Page

Aberdeen has spent 2-3 times more on operating expenditures than comparable companiesi.
Our plan will eradicate this wasteful behavior and align Aberdeens operating costs to
comparable companies, saving a significant amount of shareholder money. In contrast to our
plan Stan and his team wont commit to a specific expense reduction target.

Recover ill-gotten gains from Stan and his friends for the benefit of all
shareholders. We think Aberdeen has completed a number of questionable transactions
with Stan, Forbes & Manhattan and parties related to them. Our plan will be to investigate
these transactions and seek to recover ill-gotten gains for the benefit of all Aberdeen
shareholders. For example, Aberdeen completed a highly dilutive private placement to Stan,
his friends on the board and parties related to them in November 2014. We calculate that this
transaction transferred approximately $0.03 per Aberdeen share (or approximately 20% of the
current Aberdeen share price) away from shareholders like you to Stan and his friends that
participated in the transaction. We have already commenced court proceedings in relation to
this transaction, which if successful will benefit all Aberdeen shareholders. Stan and his team
are fighting our efforts to recover this value as hard as they can, so dont expect them to do
anything in the future to recover ill-gotten gains for your benefit if they remain in control of
your company.

A thorough review of Aberdeens portfolio and actions to maximize value.

Stan and his team have done an abysmal job of investing your money, generating
accumulated net losses of $101 million since January 31, 2011. Our plan is to complete a
thorough review of all portfolio investments and determine the best way to fix the mess Stan
has created and maximize the value of each investment in the portfolio. We think there is
significant potential value in Aberdeens portfolio and our team has the skills and experience
to fully realize it. In contrast, given their track record of significant losses and the lack of a plan
for change, we dont think Stan and his team can be trusted to do anything different in future
from the disastrous results they have delivered in the past.

We believe there is significant intrinsic value in Aberdeen, and our plan will maximize it for the
benefit of all shareholders. In short, we think the combination of immediate significant cost
reductions, creative ideas for portfolio value maximization as well as focused efforts on other value
recovery and value creation has the potential to deliver total value to shareholders well in excess of
Aberdeens current share price.

Aberdeen Net Asset Value Per Share

4|Page

Note: numbers may not add due to rounding. Share prices represent closing prices on January 16, 2015.
(1) Market value of Aberdeens Rio Alto shareholding. Based on Aberdeens share ownership of Rio Alto as disclosed in its most recent
financial statements.
(2) Based on 87,349,422 shares outstanding as at 31 October 2014.
(3) Represents book value of all assets and liabilities (other than Rio Alto shareholding) as disclosed in Aberdeens most recent financial
statements.
(4) Represents fully diluted net assets per share post completion of the private placement. Uses Total before private placement as the
starting point and assumes Aberdeens pro forma net assets increase by $2 million from the placement proceeds plus $3 million from
warrant exercise. Assumes 107,349,422 shares outstanding (i.e. 10 million additional shares from shares issued in private placement plus
10 million additional shares issued pursuant to exercise of warrants).

Stan Bharti Says Honesty Doesnt Always Matter so why would you believe him
now?
We know Aberdeen has written to you and many of the things they have said are simply not true.
While honesty doesnt always matter for Stan, it does matter for us so we want to set the record
straight once and for all on a number of misstatements Stan and his team have made.

We are not engaged in vote buying. In an apparent act of desperation Stan and his
team falsely accused us of vote buying, which we have publicly confirmed we will not do
in the whitepaper we published at www.freeaberdeen.ca. We would also like to highlight
that unlike us Stan and his team have yet to publicly confirm they will not be engaged in
vote buying, and have left the door open in their circular to do so with your money.

Ryan Morris investment returns have significantly outperformed

Aberdeen. Since its inception in February 2009 through Sept 30, 2014 which Aberdeen
uses in its circular chart, Meson Capital has delivered net investment returns of 225%,
outperforming the S&P 500 Index and dramatically outperforming Aberdeen by 250%.
Aberdeen sneakily chose the time period they presented in their materials to mislead you
and were likely embarrassed about their own abysmal investment returns.

Ryan Morris and Meson Capital have a history of successfully improving

governance and creating value for ALL shareholders. Aberdeen highlights
Morriss sole failure as a corporate insider at Lucas Energy. Despite successfully decreasing
SG&A and operating expenses by over 40% at Lucas Energy, collapsing oil prices resulted
in a 75% stock decline.
In fact, of a total of four times as a corporate insider, Ryan Morris and Meson have created
tremendous value for shareholders with a dramatically higher success rate than Stan Bharti.
Ryan Morris and Meson Capital only profit when investors make money first!
Shareholder return during Ryan Morris & Meson Capitals activist involvement:

5|Page

We are not proposing a fire sale of assets. Aberdeen correctly highlights that the
investments Stan and his team have made have lost 80 to 90% of their value, a sorrowful
reflection of their competence. Aberdeen has already arranged to sell materially all of its
investment portfolio to Landmark Partners LLC. Our plan is to try and undo as much of
Stans damage to your investment as possible. This involves firstly completing a detailed
review of Aberdeens whole investment portfolio. This is not a sale as Aberdeen falsely
states in their attempt to scare you. We are planning to complete the review within 60 days
and once its complete we will communicate the results to all shareholders. Rest assured,
our interests are completely aligned with yours because unlike Stan and his team that get
their shares given to them from Aberdeen without having to pay any cash we have bought
all of our shares on market, just like you have, so we will be doing everything we can to
maximise value for all shareholders.

We can return $0.15 per share in cash to you and we plan to do this
immediately. We think shareholders have suffered enough and deserve some return of
cash. Aberdeens liquid non-core shareholding in Rio Alto Mining can be easily sold and
returned to shareholders without any detrimental impact on its value. Its regrettable that
Stan and his team are trying to keep this money for themselves instead of returning to its
rightful owners, YOU. Stan and his team are trying every trick in the book, including trying
to award themselves $6.2 million of your money as change of control payments. When
Stan and his team try to scare you with talk about scorched wallets they dont tell you
that most of what they are talking about are these change of control payments! We think
these payments, which represent over 45% of Aberdeens current market value, are illegal,
and we have already commenced court proceedings, which, if successful, will benefit all
shareholders. This compensation awarded by the same people who were removed to
improve Corporate Governance reflects the insider mentality of heads I win, tails you lose
that this board is determined to entrench itself into

We do understand Aberdeens loans to related parties and how value

destructive this has been for Aberdeen shareholders. While we cant
understand why Stan and his team made some of the investments they made, we do
understand the investments themselves. For example, Valencia Ventures, which is one
company Aberdeen invested your money in, in-turn made a loan to a company whose
sole shareholder was Stans wife and whose sole director was Stans son. This loan was
substantially written off within 12 months, resulting in a substantial loss to the shareholders
of Valencia Ventures, including Aberdeen. Stan was the chairman of Valencia Ventures at
the time and John Begeman and Bernard Wilson were both also directors and on Valencias
audit committee. Aberdeen claims they structure their investments to ensure we are
protecting our shareholders but then Stan has also said honesty doesnt always matter.

Stan and his team did pay themselves $13 million over the past 3 years,
including bonus payments of $3.3 million in 2013. While we cant understand
how this level of compensation is justified considering how much shareholder value Stan
and his team destroyed, the fact it was paid is irrefutable and is there for all to see in
Aberdeens regulatory filings. Aberdeen claims no bonuses were paid in the last two
years but their own regulatory filings show incentive compensation of $3.3 million paid
in the 2013 fiscal year. Perhaps honestly doesnt always matter when it comes to telling
shareholders about compensation?

6|Page

We did not only become interested in Aberdeen in the last three months.
Nightscape has been a shareholder of Aberdeen for a number of years and has been
proactively trying to persuade Aberdeen to behave in a more shareholder friendly fashion
since as early as 2012. Sadly, these efforts have not been successful which is why we have
been forced to call the meeting.

Aberdeens investment failures overwhelm its few investment successes.

Aberdeen highlights a very small number of successful investments as evidence that its
proven capital growth model works. This is yet another attempt to mislead you. The
truth is that Stan and his team suffer a very large number of investment losers for every
winner they stumble across. Aberdeen has made over 90 investments with your money,
most of which have lost money. In fact, Aberdeen has lost money every year for the past
three years and unfortunately is also very likely to lose money again this year. Total losses
Stan and his team have delivered for Aberdeen shareholders since January 31, 2011 equal
$101million.

We can convene a board meeting if our nominees are elected. After waiting
in the weeds for a month after Aberdeen received our meeting requisition, Stan and his
team are now trying to suggest there is a technical matter related to the by-laws that will
result in our nominees not being able to convene a board meeting if elected. This is in stark
contrast to Mr. Bhartis response with its investment in Dacha Strategic Metals Inc. when his
team proposed to add foreign directors and had no issue with that companys by-laws. The
truth is (and Stan and his advisors know this) there are a number of ways to easily address
this issue. The easiest solution is for Aberdeen to amend its by-laws prior to or at the
meeting to remove the unusual and unnecessary 50% Canadian residency requirement for
directors. We proposed this solution to Aberdeen and its independent counsel in our
continued efforts to allow shareholders to focus their considerations on the merits of the
respective director nominees, but Stan and his team have again demonstrated their true
intentions and disregard for shareholder democracy by refusing to do so. This new tactic by
Stan and his team is particularly concerning given that it clearly violates the most
fundamental principle for the upcoming meeting namely, that shareholders be given an
opportunity to vote for whomever they believe are the best directors to lead Aberdeen. It
appears Stan and his team disagree and are at a point where they are now grasping for
every tactic possible to entrench themselves and, in the process, attempting to rob
shareholders of their basic voting rights. If Stan and his team continue to refuse to address
this matter in a mutually agreeable manner before the meeting, we intend to bring a motion
at the meeting to have the by-laws amended to remove this unusual restriction and to
ensure the voting rights of our fellow shareholders are respected and enforced at the
meeting. Rest assured that we will vote the GOLD proxy in respect of any other matters
presented for action at the meeting to ensure that you can vote for our full slate of nominees
and we can convene a board meeting once our nominees are elected.

Dont Be Fooled by Aberdeens Excuses

In an attempt to avoid accountability for the astonishing value destruction they have overseen
Aberdeen flippantly stated some things are beyond our control. We were shocked to read this,
especially as there are a number of things directly in Stan and his teams control that have cost
shareholders tens of millions of dollars. Consider the following:

Stan and his team compensated themselves $13 million over the past three fiscal years

Aberdeen made no fewer than 20 loans to related parties that were written off, costing
Aberdeen shareholders $22 million

Aberdeen has invested in at least 60 related parties, and the group of related parties that are
public companies have had a median shareholder return of negative 90%

Aberdeens current and past directors have received an additional $37 million in cash

7|Page

compensation from 30 of these (publicly traded) related parties where YOUR money was
transferred as an investment to fund the consulting fees paid to Forbes & Manhattan
and other related parties

Aberdeen has chosen to use an auditor that the Public Company Accounting Oversight
Board has publicly reprimanded multiple times for deficiencies in its audit practices

Stop Aberdeens Culture of Entrenchment Before Its Too Late

Stan and his team have engaged in a number of actions which we believe are intended to make it
more difficult for shareholders to exercise their democratic rights to remove them. We believe these
actions will only accelerate if Stan and his team are not replaced immediately. Consider the
following:

Buying Aberdeen shares with your money and giving them to Stan and
his team. After Stan sold out all but 15,000 of his shares, during the 2014 financial year
Aberdeen spent $3 million of shareholder money buying 9.1 million Aberdeen shares in the
open market. Between then and now Stan and his team have awarded those shares to
themselves in the form of restricted share units for which the company (and you as a
shareholder) received no cash payment. The large majority of these vested quickly allowing
Stan and the members of his team that were given these shares to vote them to keep
themselves in office

Highly dilutive private placement to insiders and friends of Stan. In

November 2014 Aberdeen completed a private placement of 10 million shares and a further
10 million warrants. This transaction diluted your shareholding in Aberdeen by 23%,
transferred $0.03 per share of value away from you (or approximately 20% of the current
Aberdeen share price), and transferred even more votes into Stan Bharti-friendly hands.
This issuance of new shares comes in advance of managements own planned share
repurchase in January and despite significant liquidity in its portfolio. Managements only
rationale was to secure more votes for themselves at your expense. The following parties
(all either current Aberdeen directors or related parties) are the only ones Stan and his team
allowed to participate in the placement:
o

Current Aberdeen Directors: Stan Bharti, David Stein, George Faught

Sulliden Mining Capital: a related party of Aberdeen which is controlled by Stan

Bharti and shared 4 of 7 Aberdeen's directors (Stan Bharti, David Stein, George
Faught, and Pierre Pettigrew) at the time of the placement. The other two Sulliden
directors (Justin Reid and Peter Tagliamonte) also have extensive connections to
Forbes & Manhattan and Stan Bharti

2378083 Ontario Inc.: the sole shareholder and sole director of this company is
Frederic Leigh who is the Chief Investment Officer and an Executive Committee
member of Forbes & Manhattan

ISS, in its January 16th report, also criticized this private placement and expressed
significant concern regarding the subscription of the private placement.

Change of Control Payments. Stan and his friends on the board inappropriately
adopted change of control arrangements that, if permitted to stand, could transfer
approximately $6.2 million (or in excess of 45% of Aberdeens current market capitalization)
from Aberdeen shareholders into the pockets of Stan and his friends. These change of
control payments are in addition to the $13 million of compensation paid to Stan and his
friends over the past three fiscal years and were granted in spite of the significant
destruction of shareholder value these individuals have overseen. All the members of the
companys compensation committee have been removed by Aberdeen itself to improve
corporate governance, but the new independent directors have yet to take action to
remove these outrageous payments for the benefit of YOU, Aberdeen shareholders.

8|Page

Meeting Tactics to Frustrate the Shareholder Democratic Process.

In
addition to the large number of mistruths Stan and his team have peddled, they have also
engaged in a variety of sneaky tactics designed to frustrate the shareholder democratic
process and make it difficult for the meeting to be fair and open. Consider the following:
o

Ambush Over Proxy Forms.

We requisitioned a meeting of Aberdeen
shareholders on December 16, 2014. On December 24, 2014, Aberdeen called the
requisitioned meeting without raising any issues about our nominees. Only after (i)
two weeks of trying to engage in discussions with Aberdeen, (ii) we pointed out to
Aberdeen, that the initial Aberdeen form of proxy was non-responsive to the
meeting requisition and (iii) we mailed our circular, did the purported independent
directors of Aberdeen identify their issue with our proposed nominees.
Aberdeen corrected its invalid form of proxy and offered us an opportunity to
correct ours. However, before we had an opportunity to even consider whether a
correction was necessary, the revised Aberdeen form of proxy was filed and mailed
and once again included the supposedly invalid nominees. So it is not clear what
Aberdeen is really intending. What is clear is that Aberdeen is making this process
confusing

Excessive and Unreasonable Fees. Aberdeen required we pay $5,000 for an outdated
photo copy of the shareholder list, claiming this was a reasonable fee. Our
enquiries indicate this fee is up to 5 times what a reasonable fee should be
Unreasonable Refusal to Provide Information. Aberdeen refused to provide us with
a copy of the US NOBO list, representing shareholders owning approximately 20%
of the issued and outstanding shares of Aberdeen, until court action was threatened
(and then materially delaying delivery of this list for a tactical advantage)

We continue to believe the election of our nominees to the board will be in the best interests of
Aberdeen and all of its shareholders and hope Stan and his friends on the board will do the right
thing in ensuring that all Aberdeen shareholders voices are heard. Failing that, we will do
whatever is necessary to ensure Aberdeen conducts a fair election in which all shareholders of
Aberdeen are enfranchised, to ensure a fair and democratic result.

You Must Act Now Vote The GOLD Proxy To Save Your Aberdeen
You must vote now before its too late. At the current rate at which Stan Bharti and his team are
destroying value at Aberdeen your shareholding could be worthless within 2 years.

VOTING INSTRUCTIONS
Aberdeen Shareholders who have voted the management proxy and wish to
support the Concerned Shareholders have the right to change their vote by
simply executing a GOLD proxy. A later-dated GOLD proxy replaces a
previously recorded vote.
Time is of the essence, GOLD proxies must be returned no later than 5:00 p.m.
(Toronto time) on January 29, 2015 to FREE ABERDEEN.
For assistance and ease with voting your GOLD proxy, please contact D.F.
King Canada (toll-free) at 1-800-926-7043 or visit www.freeaberdeen.ca where
the GOLD proxy can be easily voted by clicking on the Vote Now button.

9|Page

Sincerely
Ryan J. Morris

Elio Lombardi

Ryan J. Morris
Meson Capital Partners LLC

Elio Lombardi
Nightscape Capital (UK) LLP

Calculated as operating, general and administrative expenses as a percentage of investments. Comparable

companies include Marret Resource Corp., Humbolt Capital, Sprott Resource Corp, Pinetree Capital and 49
North Resources

10 | P a g e

Any questions and requests for assistance may be directed to

D.F. King Canada:

North American Toll Free Phone:

1-800-926-7043
Outside North America, Banks, Brokers and Collect Calls: 1-201-806-7301
Email: inquiries@dfking.com
North American Toll Free Facsimile: 1-888-509-5907
Facsimile: 1-647-351-3176