Clifton delays shareholder vote to 5 months; Miller responds Marketwatch press release Jan. 13, 2015
Update for Clifton Star Resources Inc. Shareholders
Is the game rigged?
MONTREAL, QUEBEC, Jan 13, 2015 (Marketwired via COMTEX) -- That is the question being asked by the shareholders of Clifton Star Resources Inc. ("Clifton" or the "Company") after a news release dated January 9th issued by the Company's CEO, Michel Bouchard. After being exacting and consistent in following the current rules of the Company's Advance Notice By-law, the dissent board has been told that the rules can be negated at the whim of management. In its latest news release, the Board has called for the special shareholders meeting requisitioned by the dissident shareholders but has also stated that it reserves the right to challenge the validity of the request in court. Once again, management is unwilling to recognize who actually owns the Company and appears willing to resort to frivolous and costly procedures to deny a fair and even-handed vote.
Mr. Bouchard's assertions as stated in the news release are false, misleading and disingenuous. To set the facts straight, little more than 50% of the shareholders voted at the AGM, so the yes vote margin was tepid and came at a cost of some $200,000. As the dissent board nominees were denied a place on the ballot at the time it was mailed, the vote was solely to re-elect the current board.
What management's press release did not explain was that it was only after the Company defaulted on its obligations under the Duparquet option agreements, due to the inability of management to negotiate an extension of the agreements beyond December 1, that the dissent board was assembled and the required form was presented to the Company's Board by legal counsel representing the dissenters. Our legal counsel specifically asked that the restrictive provisions of the Advance Notice By-law be waived for the purposes of allowing the dissident slate to be presented for election at the December 17, 2014 Annual General Shareholders meeting or that an adjournment of the meeting be granted. These requests were formally denied and, thus far, no response to the application requesting vetting of the dissent board has been received from the Company. And, in order to set the record straight, Mr. Miller was represented by counsel at the annual shareholders meeting. However, after having been denied the opportunity to formally present a dissident slate, it was decided that it was not in the best interest of the Company to disrupt the meeting.
It is quite clear that by flaunting the Company's own rules and delaying the requested meeting, management is blocking any attempt by the dissent group to have a fair and even-handed vote, which if the dissent nominees are elected, could potentially engage with the owners of the Duparquet property to see if a deal can be struck. The dissenters are asking for a timely meeting, as close as possible to March 10, 2015, as provided under the Company's own rules to present their credentials and their plan of action so that shareholders have a clear choice. Is it too much to ask?
In choosing June 16, 2015 as the date for the shareholder meeting, management continues to delay the inevitable. This lengthy delay not only casts a significant cloud of uncertainty around the Company but also gives current Clifton management time to accumulate more properties that have come open. This appears to be their new plan going forward. In turn, this would require a financing at relatively cheap prices which would be highly-dilutive to the current shareholder base.
All we are asking for is an opportunity to have a balanced proxy contest so that Clifton's shareholders have the right to make a clear and educated choice as soon as possible. We await comments and recommendations from ISS on this matter.
Contacts:
Harry Miller
425-453-0355
Hacabell@hotmail.com --------------------------------------------------------------------------
Clifton Star Sets Date for Requisitioned Meeting V.CFO | 3 days ago
QUEBEC CITY, QUEBEC--(Marketwired - Jan. 9, 2015) - Clifton Star Resources Inc. ("Clifton Star" or "Company") (TSX VENTURE:CFO)(FRANKFURT:C3T) today announced it has called a special meeting of shareholders to be held on June 16, 2015. Clifton Star will provide notice of the record date for receiving notice of and voting at the meeting in due course. More information about the meeting will be provided in a management information circular to be mailed to shareholders and posted to SEDAR in advance of the meeting.
Proclamation for the special meeting comes in response to the December 18, 2014, letter from Mr. Harry Miller, received December 19, 2014, requisitioning a special meeting of shareholders. The requisition comes just two days after Clifton Star's Annual Meeting of shareholders where the requisitioned matters were already voted on, in favor of the current Board of Directors and Auditors.
While Clifton Star will comply with the requirement to call the requisitioned meeting, the Company expressed significant concerns about abuse of rights, necessity for yet another meeting and resulting costs, and inconsistencies in Mr. Miller's position, including:
- The requisition for this second meeting comes just 48 hours after the December 17, 2014, Annual Meeting of shareholders, where the current Board members and Auditors were re-elected by a substantial majority of voters
- The stated purpose of the requisition is identical to the stated purpose of the Company's December 17, 2014, annual meeting of shareholders.
- The majority of shareholders have already rejected Mr. Miller's proposal.
These discrepancies are the latest in a series of inconsistent actions by Mr. Miller starting with an indication well in advance of the December 17, 2014 Annual Meeting that he intended to attempt to replace the board at that meeting and of his desire to be appointed President. Most puzzling, Mr. Miller issued a press release on December 8, 2014 regarding his proposed slate of directors yet chose not to formally add his slate to the list of Directors to be appointed at the Meeting or even attend the meeting. If the matters to be discussed at the requisitioned meeting are as urgent as Mr. Miller claims, he should have taken the opportunity to address them at the Annual Meeting.
Given these numerous concerns, and in recognition of the significant amount of company resources and expenses needed to hold this unnecessary requisitioned meeting, Clifton Star has indicated it may challenge the validity of the request in court before the date of the special meeting.
Neither the TSX Venture Exchange nor its Regulations Services Provider (as the term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. [Cautionary Statement on Forward Looking Information] Michel F. Bouchard
President and CEO
Clifton Star Resources Inc.
418-914-9922
mbouchard@cfo-star.com
www.cfo-star.com
For Media Inquiries:
Ian Robertson
Vice President, Communications
Kingsdale Shareholder Services
Direct: 416-867-2333 / Cell: 647-621-2646
irobertson@kingsdaleshareholder.com
Marketwired (Canada)
January 9, 2015 - 4:30 PM EST