MineralFields Fund Management Inc.

December 24, 2009 15:00 ET

MineralFields Clarifies Its Position re Clifton Star Resources Inc. Annual Meeting and Director Selection

TORONTO, ONTARIO--(Marketwire - Dec. 24, 2009) - In response to 2 press releases issued by the management of Clifton Star Resources, Inc. (CFO) on December 14, and December 21 2009, MineralFields Group would like to clarify its position as follows:

1. MineralFields Group has been either the sole, or primary, financier of Clifton Star for 3 years since early 2007, and in the process, became the largest shareholder by far of Clifton Star. Together with the warrants that MineralFields Group holds, if exercised, MineralFields Group would own well over half of all issued and outstanding shares of Clifton Star. This is unprecedented in MineralFields' history, as MineralFields has neither sought, nor accepted, more than 19.9 % of the shares of any mining company, before or since amassing such a large share block in Clifton Star. MineralFields Group has been very supportive of Clifton Star in many ways, including advice from its two senior mining analysts, and also refrained from selling any shares of Clifton Star for the first 2 years. In fact, as recently as two weeks ago, MineralFields Group offered to advise Clifton Star at no charge to try to improve any joint venture agreement, but these offers were ignored.

2. MineralFields Group has always felt that Clifton Star is an extraordinary company, and that is why we have invested so much time and money in it. However, we have concerns about corporate governance trends and that is why we wish to assist the company by adding experienced independent directors to the board.

To this end MineralFields Group voted all of its shares prior to the originally scheduled Annual General Meeting two weeks ago to replace 3 of the current 5 directors with independent nominees that MineralFields Group felt would foster a better exchange of ideas in a more transparent and democratic environment than what MineralFields believes has been the case to date. At no time to date has MineralFields Group sought the votes of any other shareholder for the proposed director candidates. However, as a result of Clifton Star's December 14 press release, MineralFields Group has received inquiries from other shareholders asking how to vote in favour of the independent directors proposed by MineralFields Group. MineralFields Group has also not made any postings on bulletin boards discussing Clifton Star.

3. MineralFields Group has, almost on a daily basis since Thursday, December 10, continued its discussions with respect to the composition of the board of directors, with Clifton Star's management, and had remained hopeful that a compromise could be reached prior to the December 30 rescheduled annual meeting.

4. In negotiations with management, MineralFields Group was prepared to agree to the following:

  1. rather than have 3 of the 5 existing directors removed and replaced with independent directors, and thereby change control of the board, MineralFields would agree to increase the board from 5 to 6, retain 3 of the existing 5 directors (to be selected by the management) and then have MineralFields Groups' 3 independent nominees added to the board, with nobody having a casting vote;
  2. MineralFields Group would agree in writing to not seek to replace a majority of the board in the future; and,
  3. MineralFields Group would not challenge the entrenched management nor the October 1, 2009 increase in President's salary to $180,000, nor the $780,000 termination or change of control payment to the President (representing approximately 4.33 times the increased annual salary).
  4. MineralFields Group would not retroactively challenge the President's presence on the two-person compensation committee that approved his salary increase and generous severance package.

5. MineralFields Group believes that by having an even number of directors, namely 6, with 3 independent directors, a very open, candid, transparent and full exchange of ideas will occur which will provide a check and balance against any autocratic management style. MineralFields' paramount objective remains, to maximize shareholder value for all shareholders.

6. By having only two of the existing five directors replaced, and adding three independent directors to an increased board of six directors, control by general definition would not change on the board. In its December 21 press release, management vaguely indicated change of control provisions in several agreements could be triggered. These material agreements are not available in the company's public disclosure record. MineralFields has amended its initial proposed directors' slate to be compromised of 6 rather than 5 directors in order to avoid a change of control by general definition. 

7. MineralFields stresses that the three independent nominees that it has proposed are not and never have been, employees, officers, directors, or shareholders of any MineralFields Group entity, and all bring value to the board. The three independent nominees are highly qualified and experienced in the mining sector. At the risk of repetition, MineralFields is not trying to seize control of the board, as all three of its nominees are independents.

8. MineralFields has no present intention of selling a substantial portion of its holdings in Clifton Star. The statement in management's December 21 press release accusing MineralFields of signalling a desire to sell a substantial portion of its holdings is a complete red herring, as management is aware that given its large shareholdings, MineralFields must make such filings even if wishes to sell a single share, and that is why such filings have routinely been made and renewed for over a year.

9. During our ongoing negotiations with management in the past week, management of Clifton Star has repeatedly boasted that it has won the vote count, and has a majority of the votes in its control. This may well be the case, however, MineralFields' position is guided by principle, and it will continue to behave honourably and correctly, without making the kinds of inflammatory statements that management of Clifton Star has in its two press releases, which were issued during negotiations MineralFields was conducting with management in good faith. MineralFields Group remains perplexed why management of Clifton Star would attack by far its largest shareholder through the media while negotiations were ongoing.

10. Each shareholder of Clifton Star has the right to change his or her vote as often as they wish, by submitting a new proxy form, dated later than their original proxy. If shareholders who have already voted wish to vote to approve the election if the independent directors, they can download the proxy form from www.sedar.com by clicking on Clifton Star's profile and searching for "form of proxy" filed December 22, 2009, and voting in accordance with instructions provided on that form.

11. If the meeting to be held on December 30 is conducted fairly, without any underhanded tactics or further inflammatory and defamatory press releases from the management of Clifton Star, then MineralFields Group will certainly respect and abide by the results of the vote, whatever the outcome. 

12. In the spirit of democracy, MineralFields Group encourages shareholders of Clifton Star to make their views known to both MineralFields and Clifton Star, in the case of MineralFields by e-mail to jd@minerafields.com

13. MineralFields has posted its revised information circular on SEDAR which contains information about the proposed independent nominees, and this can be viewed at www. sedar.com.

14. MineralFields is issuing this press release reluctantly, but it could not let the inaccurate, misleading and unfair statements in the two management press releases go unanswered, and it is indeed unfortunate that Clifton Star management chose to issue them during what MineralFields thought were bilateral good faith negotiations.

About MineralFields, Pathway and First Canadian Securities ®

MineralFields Group (a division of Pathway Asset Management), based in Toronto, Vancouver, Montreal and Calgary, is a mining fund with significant assets under administration that offers its tax-advantaged super flow-through limited partnerships to investors throughout Canada as well as hard-dollar resource limited partnerships to investors throughout the world. Pathway Asset Management also specializes in the manufacturing and distribution of structured products and mutual funds (including the Pathway Multi Series Funds Inc. corporate-class mutual fund series). Information about MineralFields Group is available at www.mineralfields.com. First Canadian Securities ® (a division of Limited Market Dealer Inc.) is active in leading resource financings (both flow-through and hard dollar PIPE financings) on competitive, effective and service-friendly terms, and offers investment banking, mergers and acquisitions, and mining industry consulting, services to resource companies. MineralFields and Pathway have financed several hundred mining and oil and gas exploration companies to date through First Canadian Securities ®.

Contact Information

  • MineralFields Fund Management Inc.
    Imtiaz Hashmani
    CFO
    (416) 665-9339 Ext. 229 or Toll Free 1-800-339-9169 Ext. 229
    (416) 665-4772 (FAX)