Mr. Harry Miller reports
CLIFTON STAR RESOURCES ANNOUNCES SHAREHOLDERS' RIGHTS PLAN
Clifton Star Resources Inc.'s board of directors has approved in principle the adoption of a shareholder rights plan agreement. The rights plan is being adopted to ensure the fair treatment of all Clifton Star shareholders in connection with any possible future takeover bids for the outstanding common shares of Clifton Star. The rights plan will provide shareholders with adequate time to properly evaluate and assess a takeover bid without facing undue pressure or coercion. The rights plan is similar to the plans adopted by other Canadian companies.
The plan has not been adopted in response to, or in contemplation of, any specific proposal to acquire control of Clifton Star. The rights plan also provides the board with additional time to consider any takeover bid and, if applicable, to explore alternative transactions in order to maximize shareholder value. The plan is not designed to prevent takeover bids that treat Clifton Star shareholders fairly. Pursuant to the terms of the rights plan, any bids that meet certain criteria intended to protect the interest of all shareholders are deemed to be permitted bids. A permitted bid must be made by way of as takeover bid circular prepared in compliance with applicable securities laws and, in addition to certain conditions, must remain open for 60 days. In the event a takeover bid does not meet the permitted bid requirements of the rights plan, the rights issued under the plan will entitle shareholders, other than any shareholder or shareholders involved in the takeover bid, to purchase additional common shares of Clifton Star at a significant discount to the market price of the common shares at that time.
The rights plan is subject to approval by the TSX Venture Exchange and will be presented for ratification by the shareholders at the Clifton Star annual meeting to be held in Vancouver at 2 p.m. PST on Dec. 13, 2010. If ratified by the shareholders, the rights plan will have a term of three years. The rights plan is also subject to execution of definitive agreements with the company's transfer agent. The text of the rights plan will be included in the management proxy circular that will be filed on SEDAR in the coming weeks and mailed to shareholders at that time.
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