Bewarned: Mineralfields / Clifton Star Resources Inc.
posted on Dec 21, 2009 07:03PM
Edit this title from the Fast Facts Section
|June 15, 2009|
|Ditem Explorations: Correction to Flow-Through Private Placement Announcement of June 12th|
|MONTREAL, QUEBEC--(Marketwire - June 15, 2009) - Ditem Explorations (TSX VENTURE:DIT)(FRANKFURT:D8X) wishes to correct the press release dated June 12th 2009 by stating that the amount of flow-through shares issued should have read 4,166,667 and not 3,846,153 as stated in the said press release. All other items contained in the press release have been reviewed, are valid and unchanged.
As a result the press release should have stated the following:
"Ditem Explorations (TSX VENTURE:DIT) is pleased to announce a non-brokered private placement of $500,000 through the sale of 4,166,667 flow-through units ("FT Units") at $0.12 each to the MineralFields Group. Each unit consists of one flow-through common share of Ditem and one-half of one share purchase warrant, with each whole warrant entitling the holder to purchase one common share of Ditem at a price of $0.20 per share for a period of twelve months from the date of closing."
|December 21, 2009|
|Clifton Star Resources Inc. Recommends Shareholders Vote to Support Current Management And Disregard Materials Presented by Dissident Shareholders|
|VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 21, 2009) - Clifton Star Resources, Inc. (TSX VENTURE:CFO)(FRANKFURT:C3T) wishes to update its shareholders following the decision by the Board of Directors to reschedule the Company's Annual and Special Meeting from Dec. 14th to Dec. 30th at 505 Burrard St. 7th Floor at 10 am PST. It strongly recommends that those shareholders that have not voted their proxies in favor of management do so and disregard the Non-Management slate proposed by Mineralfields Fund Management.
Clifton Star advises that Mineralfields proposed changes are not in the best interest of the shareholders and in fact are self-serving as evidenced by an Investor Agreement they have demanded be signed by the current board. Provisions within this document would allow Mineralfields to have a right of first refusal on all financings which appear to be in perpetuity, would give them a lengthy 20 days to respond to any financings and would retain these rights including entitlement to a majority board until their share position falls below 10%. Moreover, their demands could trigger the application of change of control provisions in several agreements which could require the Company to pay-out substantial amounts. All these clauses would shackle the board in it future dealings. This would amount to a takeover of the Company and holding it hostage without compensating the other shareholders. At the same time they have signaled their desire in filings on Sedar to dispose of a substantial portion of their holdings.
Mineralfields is acting as if it is a majority shareholder; it has consistently demanded selective and privileged documents and information which the board in its' fiduciary responsibility can not disclose until it is ready to filed on Sedar.
The Non-Management appointees have no equity interest, offer no vision or concrete proposals and in some cases have never met the Mineralfields officers. Not people you can rely on to manage and move the Company forward.
On the other hand, the current board composed of a dedicated technical, financial, and legal team has forged agreements and developed trusting relationships with the optionors of its valuable main asset- the Duparquet Gold Project in Quebec culminating in a Joint Venture agreement worth $107 million with Osisko Mining, a company with a trained and experienced staff eager to develop the property to its fullest potential.
We understand this is the first time that Mineralfields has attempted to seize control of a company running counter to all claims made on its website and advertisements. Issuers beware! It could happen to you.
We look forward to serving the best interests of all shareholders in the coming year and we appreciate and thank you for your support.
The news release may contain forward looking statements which address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.
On behalf of the Board,
Harry Miller, President