Clifton Star Board Recommends Ignoring Mineralfields Proxy Take-over
posted on
Dec 21, 2009 11:46AM
Historic Discovery Along Porcupine Destor Fault
Clifton Star Resources, Inc. Recommends Shareholders Vote to Support Current Management And Disregard Materials Presented by Dissident Shareholders
DEC 21, 2009 - 08:00 ET
VANCOUVER,
BRITISH COLUMBIA--(Marketwire - Dec. 21, 2009) - Clifton Star Resources, Inc. (TSX
VENTURE:CFO)(FRANKFURT:C3T) wishes to update its shareholders following the
decision by the Board of Directors to reschedule the Company's Annual and
Special Meeting from Dec. 14th to Dec. 30th at 505
Burrard St. 7th Floor at 10 am PST. It strongly recommends that
those shareholders that have not voted their proxies in favor of management do
so and disregard the Non-Management slate proposed by Mineralfields Fund Management.
Clifton Star advises that Mineralfields proposed changes are not in the best interest of the
shareholders and in fact are self-serving as evidenced by an Investor Agreement
they have demanded be signed by the current board. Provisions within this
document would allow Mineralfields to have a right of first refusal on all
financings which appear to be in perpetuity, would give them a lengthy 20 days
to respond to any financings and would retain these rights including
entitlement to a majority board until their share position falls below 10%.
Moreover, their demands could trigger the application of change of control
provisions in several agreements which could require the Company to pay-out
substantial amounts. All these clauses would shackle the board in it future
dealings. This would amount to a takeover of the Company and holding it hostage
without compensating the other shareholders. At the same time they have
signaled their desire in filings on Sedar to dispose of a substantial portion
of their holdings.
Mineralfields is acting as if it is a majority shareholder; it has consistently demanded
selective and privileged documents and information which the board in its'
fiduciary responsibility can not disclose until it is ready to filed on Sedar.
The Non-Management
appointees have no equity interest, offer no vision or concrete proposals and
in some cases have never met the Mineralfields officers. Not people you can
rely on to manage and move the Company forward.
On the other hand,
the current board composed of a dedicated technical, financial, and legal team
has forged agreements and developed trusting relationships with the optionors
of its valuable main asset- the Duparquet Gold Project in Quebec culminating in
a Joint Venture agreement worth $107 million with Osisko Mining, a company with
a trained and experienced staff eager to develop the property to its fullest
potential.
We understand this
is the first time that Mineralfields has attempted to seize control of a
company running counter to all claims made on its website and advertisements.
Issuers beware! It could happen to you.
We look forward to
serving the best interests of all shareholders in the coming year and we
appreciate and thank you for your support.
The news release
may contain forward looking statements which address future events and
conditions and therefore involve inherent risks and uncertainties. Actual
results may differ materially from those currently anticipated in such
statements.
On behalf of the
Board,
Harry Miller, President