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To: Goose94 who wrote (10719)3/2/2015 8:18:02 AM
From: Goose94Respond to of 203329
 
CFO-V Halted



To: Goose94 who wrote (10719)3/2/2015 9:31:14 AM
From: Goose94Read Replies (2) | Respond to of 203329
 
Clifton Star Resources (CFO-V) March 2nd 2015 is pleased to announce the successful settlement of its claim under the December 2009 commitment letter with Osisko Mining Corporation ("Osisko") (now Canadian Malartic Corporation ("Canadian Malartic")) and the subsequent litigation instituted against Osisko by Clifton Star last June in which Clifton Star alleged that Osisko had failed to provide it with a loan pursuant to the commitment letter. Discussions to resolve the matter accelerated following the joint acquisition of Osisko by Yamana Gold (YRI-T) and Agnico Eagle Mines (AEM-T) last summer, and Clifton Star wishes to thank them for their efforts to resolve the matter in a timely manner.

Pursuant to the settlement agreement reached between the Corporation and Canadian Malartic, Canadian Malartic has paid Clifton Star approximately C$5.27 million in consideration for a full and final release from all claims arising from the facts described in the litigation, the whole without any admission of liability by Canadian Malartic.

Concurrently, under two separate non-brokered private placements, each of Yamana and Agnico Eagle have agreed to subscribe for 4,772,786 common shares of Clifton Star at a price of C$0.60 per share, for total proceeds of C$5,727,343.60, subject to approval of the TSX Venture Exchange. Upon closing of the private placements, which is expected to occur today, the Corporation will have a total of 48,209,962 common shares issued and outstanding and each of Yamana and Agnico Eagle will own approximately 9.9% of the issued and outstanding shares. Clifton Star has granted each of the subscribers a contractual right to maintain their respective equity and voting positions in the Corporation for 24 months following the closing date. The shares issued under the private placements will be subject to a regulatory hold period of four months and one day from their date of issuance. Each of Yamana and Agnico Eagle has also agreed to a two year hold period on the shares issued to it under the private placements and an 18-month standstill, in each case, from the date of closing, which restrictions will automatically terminate upon the occurrence of various customary events.

As a result of the private placements and the settlement of the Osisko litigation, the Corporation's treasury will increase by C$11 Million to approximately C$14 Million.

M. Michel Bouchard, Clifton Star's CEO said:

''We are pleased to welcome Yamana and Agnico Eagle as our new shareholders and to settle this legal matter with Canadian Malartic. These arrangements result in minimum dilution for the current shareholders of Clifton Star and greatly enhance the Corporation's treasury, thus enabling it to move ahead and to acquire new assets. The private placements and the settlement, combined with existing cash, results in a strong financial position for Clifton Star. It will enable the Corporation to look for quality assets and distressed situations in a time of great hardship for junior companies."

Since the beginning of 2015, Clifton's management has reduced management and Board compensation to slow the cash burn rate, while pursuing the best way to re-capitalize the Corporation. Following these private placements and the litigation settlement, with close to C$14 million in cash, management is well positioned to continue evaluating the best possible alternatives to deploy capital in order to maximize value for shareholders.

Additional Information

All other information previously released is also available on Clifton Star's website at www.cfo-star.com

Michel F. Bouchard
President and CEO
Clifton Star Resources Inc.
418-914-9922
mbouchard@cfo-star.com
www.cfo-star.com