Clifton Star Res Inc CFMSF

Management is using strategy of delays and false statements

[CSIGroup]

Clifton Star Resources management is using a "delay and obfuscate" strategy regarding the shareholder meeting to vote on a proposed new slate of directors.

1. Management delays shareholder meeting to June 16, 2014 in violation of the company's own by-laws

In December, 2013, management proposed an advance notice by-law requirement of 60 days. The shareholders approved it. In December, 2014, a new slate of directors was proposed by Miller, and a shareholders meeting date was requested. The meeting date on June 16, 2015 is five months and a week away, about 100 extra days beyond what is called for in the company's own by-laws. CEO Michel Bouchard will make at least $150,000 in salary payments before the special meeting occurs and Bouchard risks losing his job. Similarly, the directors will continue to enrich themselves. You can see why they would want to delay the shareholders meeting as much as possible.

2. CEO Michel Bouchard is intentionally misleading about the facts of the December 17 shareholders meeting

Assertion: Harry Miller didn't care enough to provide the new proposed slate of directors to be voted on at the shareholders meeting.
Fact: There wasn't sufficient time to put the new proposed slate of directors up for a vote at the meeting.

Assertion: "The stated purpose of the requisition is identical to the stated purpose of the Company's December 17, 2014, annual meeting of shareholders."
Fact: The first meeting had a slate of directors recommended by management who ran unopposed. The second meeting will have a vote for the present set of directors versus the new proposed set of directors.

Assertion: "The majority of shareholders have already rejected Mr. Miller's proposal."
Fact: Miller's proposed slate of directors were not on the proxy and could not be voted on.

Assertion: Harry Miller didn't bother to show up at the December 17 meeting.
Fact: Harry Miller was represented by counsel at the meeting.

Assertion: "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."
Fact: Miller's counsel was not allowed to speak at the meeting.


As you can see, present management is using a strategy of stalling tactics and making misleading statements to stall off the day of reckoning, and you (the shareholders) are paying for it. They must not be allowed to get away with this.