Clifton Star Resources Inc.

Clifton Star Resources Inc.

January 09, 2015 16:30 ET

Clifton Star Sets Date for Requisitioned Meeting

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:

  1. 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
  2. The stated purpose of the requisition is identical to the stated purpose of the Company's December 17, 2014, annual meeting of shareholders.
  3. 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

Certain information included in this press release, including any information as to our future exploration, financial or operating performance and other statements that express management's expectations or estimates of future performance, constitute 'forward-looking statements' within the meaning of the 'safe harbor' provisions of the United States Private Securities Litigation Reform Act of 1995 and Canadian securities laws. The words 'expect', 'believe', 'will', 'intend', 'estimate' and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, risks and contingencies, including the possibility that drill programs will not yield the expected results. The Company cautions the reader that such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual financial results, performance or achievements of Clifton Star Resources to be materially different from the Company's estimated future results, performance or achievements expressed or implied by those forward-looking statements and that the forward-looking statements are not guarantees of future performance. These statements are also based on certain factors and assumptions. For more details on these estimates, risks, assumptions and factors, see the Company's most recent Form 20-F/Annual Information Form on file with the U.S. Securities and Exchange Commission and Canadian provincial securities regulatory authorities. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise, except as expressly required by law. Readers are cautioned not to put undue reliance on these forward-looking statements.

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