========================



Thomson Reuters






* Says offered to let Casablanca appoint two independent
directors


* Says a third director was to have been appointed by mutual
agreement


* Says postponing record date for annual shareholder meeting


March 7 (Reuters) - Iron ore producer Cliffs Natural
Resources Inc said activist investor Casablanca Capital
LP had rejected an offer to settle a proxy fight and was seeking
full control of the board.


Casablanca, Cliffs' fifth-largest shareholder with a 5.2
percent stake, wants the company to spin off its "riskier"
international operations from cash-generating U.S. assets.


The hedge fund, which started its campaign in January,
nominated six directors for election to Cliffs' 11-member board
on Thursday.


Cliffs said on Friday it had offered to let Casablanca
appoint two independent directors. A third director was to have
been appointed on mutual agreement.


The company also said it was acceding to Casablanca's
request to postpone the record date - the date on which an
investor must own shares to be entitled to vote - for its annual
shareholder meeting.


Cliffs is yet to set a new date for the meeting, originally
scheduled for May 13.


Casablanca, however, denied making such a request, and said
it was looking to engage with Cliffs' shareholders.


"The board that owns virtually no shares and has presided
over an 80 percent value destruction is in our view showing its
true colors by indefinitely postponing a shareholder vote and
falsely suggesting that the delay was advocated by Casablanca,"
the fund said.


Cliffs shares have fallen 81 percent in a little more than
two-and-half years. They were down 3 percent at $18.50 in late
afternoon trading on Friday on the New York Stock Exchange.


The company has been hit by weak iron ore prices and
higher-than-expected costs at its Bloom Lake mine in Quebec,
Canada - once seen by analysts as a key growth prospect.


Cliffs appointed Gary Halverson chief executive last month
and said it would indefinitely suspend a planned expansion at
Bloom Lake and shut another mine in Canada, cutting about 500
jobs.


Casablanca has said it wants former Metals USA CEO Lourenco
Goncalves to head Cliffs.


Goncalves is part of Casablanca's slate of nominees to
Cliff's board, along with the fund's CEO Douglas Taylor.