Replies to post #14 on Silver Penny Plays

[Montanore]

Funny how Alberta Star still has Sterling splashed all over their Web site.

It will be interesting to watch both stocks.

[eom7]

ASXSF R/S - going to continue to hold till Feb. 2 (auction date), Feb. 8th is meeting:

Alteration of issued share capital
Shareholders will be asked at the Meeting to consider and, if thought appropriate, to pass a special resolution (the “Consolidation Resolution”), with or without amendment, authorizing the Corporation to amend the Corporation’s issued share structure to consolidate all of the issued Common Shares of the Corporation on the basis of up to five pre-consolidation Common Shares for one post-consolidation Common Share. As at Record Date, 107,019,894 Common Shares in the capital of the Corporation were outstanding. Each fractional Common Share remaining after consolidation will be cancelled and the shareholders who would have received a fractional post-consolidation share will receive the next lower number of whole shares.
Furthermore, each stock option or other securities of the Corporation convertible into pre-consolidation Common Shares (collectively the “Convertible Securities”) that have not been exercised or cancelled prior to the effective date of the implementation of the consolidation will be adjusted pursuant to the terms thereof on the same exchange ratio described above and each holder of pre-consolidation Convertible Securities will become entitled to receive post-consolidation securities pursuant to such adjusted terms.
The text of the proposed Consolidation Resolution is set out below.
“RESOLVED, AS A SPECIAL RESOLUTION, THAT:
1. the issued share structure of Alberta Star Development Corp. (the “Corporation”) be altered by consolidating all of the issued and outstanding common shares without par value, of which 107,019,894 were issued as of December 24, 2009, on the basis of up to five pre-consolidation common shares for one post-consolidation common share;
2. any fractional common share resulting from the consolidation will be cancelled;
3. the Board of Directors of the Corporation is hereby authorized at any time in its absolute discretion to determine the number of pre-consolidation common shares (up to five) to be consolidated into one post-consolidation common share, and whether or not to proceed with the consolidation, in each case without further approval, ratification or confirmation by the shareholders; and
4. any director or officer of the Corporation is authorized to execute and deliver all such documents and instruments and to do such further acts as may be necessary to give full effect to this resolution or as may be required to carryout the full intent and meaning of this “resolution.”
The consolidation is subject to acceptance by the TSX Venture Exchange (the “Exchange”). In particular, The Corporation will be required to meet the Exchange’s Tier Maintenance Requirements upon completion of the consolidation. There is no guarantee that Exchange acceptance of the consolidation will be given or that the Corporation will meet the Exchange’s Tier Maintenance Requirements upon completion.
The Corporation’s management and the directors believe it to be in the best interests of the Corporation and its shareholders to effect a consolidation of its issued securities. The expected increased marketability and liquidity of the Common Shares will enhance the acceptability of the Corporation among members of the financial community and the investing public, and facilitate acquisitions and future public and private equity financing. This proposed share consolidation does not change a shareholder's proportionate ownership interest in the Corporation. The directors of the Corporation intend to vote their shares in favour of the Consolidation Resolution. 14
Upon a consolidation of the Corporation’s issued Common Shares being effected, a letter of transmittal, as and if required, will be mailed by the Corporation to its registered shareholders.
The Board of Directors recommends that the Corporation’s shareholders vote in favour of the Consolidation Resolution. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the Consolidation Resolution as set out above.