Dissident Shareholders of Clifton Star Resources Inc.

January 13, 2015 15:47 ET

CORRECTION FROM SOURCE: Update for Clifton Star Resources Inc. Shareholders

MONTREAL, QUEBEC--(Marketwired - Jan. 13, 2015) - A Correction from Source is issued with respect to the release issued earlier today at 10:54 am ET. A line has been added to the beginning of the release, and the corrected version follows.

IS THE GAME RIGGED?

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 not 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.

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