From The Speculative Investor on MineralFields Proxy - with permission
posted on
Dec 17, 2009 09:39AM
Historic Discovery Along Porcupine Destor Fault
Thanks Laura and Editor of TSI;
"Clifton Star Resources (TSXV: CFO). Shares: 25M issued, 38M fully diluted. Recent price: C$4.50
A Clifton Star press release earlier this week stated the following:
"Clifton Star Resources Inc. is rescheduling the annual general and special shareholders meeting from Dec. 14, 2009, to Dec. 30, 2009, at 10 a.m. PT, seventh floor, 595 Burrard St., Vancouver, B.C., V7X 1S8.
The board recently became aware of a covert dissident proxy campaign mounted by its largest shareholder, Mineralfields Fund Management Inc., aimed at replacing three of the company's five board nominees with three of their own nominees, without any prior notification to, or discussion with, company management, and without any prior notification to shareholders or the market generally.
Postponement of the meeting was in the company's best interests, in order to avoid the disenfranchisement of its shareholders, and to ensure that all shareholders are given an equal opportunity to make an informed decision on the election of the board.
The Nov. 2, 2009, record date for voting at the meeting remains unchanged, however, the deadline for the delivery of completed forms of proxy will be up to the time of the meeting, on Dec. 30, 2009."
We understand that Mineralfields (MF) owns about 35% of CFO. Our guess is that they are attempting to gain control of the board so that CFO can be run to meet the short-term objectives of MF, but we are concerned that MF's short-term interests may not mesh with the strategy that maximises value for all shareholders. Furthermore, we are very pleased with the performance of CFO's current senior management. In particular, the recent deal with Osisko was a superb piece of business.
We almost never go to the trouble of voting our shares at company meetings, but in this case we are going to make an exception and will be sending in a proxy form that votes FOR (in favour of) the existing board nominees and all other items up for discussion. If you were a CFO shareholder as of the meeting record date (2nd November) then we suggest you do the same.
If you don't have the required proxy form then you can obtain a copy at http://www.speculative-investor.com/CFO_proxy.pdf. To support the existing management you should print out the proxy form and then:
1. Sign in the required box and print your name below the box.
2. Put the date next to the signature box.
3. Fax this form to the broker that is holding your shares of stock. Your broker has to stamp it and insert the number of shares you are holding. Your broker should then fax the form to 866-249-7775 before 30th December.
We are confident that the current management will have the votes they need to win the proxy battle, but every additional vote would be helpful."