Passport Capital, LLC - Schedule 13G - Filed by newsfilecorp.com

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VtVITxdf0trT7+PpArp4AeRLgw5bh58ytvo7tUtlVDaXfkR4hi+2EcoC7NNLnaWO PdicpCK9qqaK7GE57toOXg== 0001062993-11-000588.txt : 20110214 0001062993-11-000588.hdr.sgml : 20110214 20110214182535 ACCESSION NUMBER: 0001062993-11-000588 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 GROUP MEMBERS: BLACKWELL PARTNERS, LLC GROUP MEMBERS: JOHN BURBANK GROUP MEMBERS: NORGES BANK (CENTRAL BANK OF NORWAY) GROUP MEMBERS: PASSPORT ADVISORS, LP GROUP MEMBERS: PASSPORT HOLDINGS, LLC GROUP MEMBERS: PASSPORT MATERIALS MASTER FUND II, LP GROUP MEMBERS: PASSPORT MATERIALS MASTER FUND, LP GROUP MEMBERS: PASSPORT PLUS, LLC GROUP MEMBERS: PASSPORT SPECIAL OPPORTUNITIES MASTER FUND, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Clifton Star Resources Inc. CENTRAL INDEX KEY: 0001428267 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85800 FILM NUMBER: 11609005 BUSINESS ADDRESS: STREET 1: SUITE 430-580 HORNBY STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 3B6 BUSINESS PHONE: 604-839-6927 MAIL ADDRESS: STREET 1: SUITE 430-580 HORNBY STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 3B6 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Passport Capital, LLC CENTRAL INDEX KEY: 0001352428 IRS NUMBER: 943368567 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O PASSPORT MANAGEMENT, LLC STREET 2: 30 HOTALING PLACE, STE. 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-321-4610 MAIL ADDRESS: STREET 1: C/O PASSPORT MANAGEMENT, LLC STREET 2: 30 HOTALING PLACE, STE. 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G/A 1 sc13ga-clifton.htm AMENDMENT NO. 1 TO SCHEDULE 13G Passport Capital, LLC - Schedule 13G - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)

CLIFTON STAR RESOURCES, INC.
(Name of Issuer)

Common Shares
(Title of Class of Securities)

18713J108
(CUSIP Number)

December 31, 2010
(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 18713J108

1. Name of Reporting Person:

Passport Special Opportunities Master Fund, LP

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: British Virgin Islands

	5.	Sole Voting Power: -0-
Number of
shares
beneficially	6.	Shared Voting Power: 663,500 (see Item 2 & 4)
owned by
each
reporting	7.	Sole Dispositive Power: -0-
person
with:
	8.	Shared Dispositive Power: 663,500 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

663,500

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 1.9% ^*

12. Type of Reporting Person: PN
______________________________

*	This percentage is based on the 34,726,325 Shares issued and outstanding as reported by the issuer

CUSIP No. 18713J108

1. Name of Reporting Person:

Passport Materials Master Fund, LP

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: British Virgin Islands

	5.	Sole Voting Power: -0-
Number of
shares
beneficially	6.	Shared Voting Power: 1,100,000 (see Item 2 & 4)
owned by
each
reporting	7.	Sole Dispositive Power: -0-
person
with:
	8.	Shared Dispositive Power: 1,100,000 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

1,100,000

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 3.2% ^*

12. Type of Reporting Person: LP
______________________________

*	This percentage is based on the 34,726,325 Shares issued and outstanding as reported by the issuer

CUSIP No. 18713J108

1. Name of Reporting Person:

Passport Materials Master Fund II, LP

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: British Virgin Islands

	5.	Sole Voting Power: -0-
Number of
shares
beneficially	6.	Shared Voting Power: 648,000 (see Item 2 & 4)
owned by
each
reporting	7.	Sole Dispositive Power: -0-
person
with:
	8.	Shared Dispositive Power: 648,000 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

648,000

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 1.9% ^*

12. Type of Reporting Person: LP
______________________________

*	This percentage is based on the 34,726,325 Shares issued and outstanding as reported by the issuer

CUSIP No. 18713J108

1. Name of Reporting Person:

Blackwell Partners, LLC

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: Georgia

	5.	Sole Voting Power: -0-
Number of
shares
beneficially	6.	Shared Voting Power: 796,000 (see Item 2 & 4)
owned by
each
reporting	7.	Sole Dispositive Power: -0-
person
with:
	8.	Shared Dispositive Power: 796,000 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

796,000

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 2.3% ^*

12. Type of Reporting Person: OO
______________________________

*	This percentage is based on the 34,726,325 Shares issued and outstanding as reported by the issuer

CUSIP No. 18713J108

1. Name of Reporting Person:

Norges Bank (Central Bank of Norway)

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: Norway

	5.	Sole Voting Power: 1,470,000
Number of
shares
beneficially	6.	Shared Voting Power: 0 (see Item 2 & 4)
owned by
each
reporting	7.	Sole Dispositive Power: -0-
person
with:
	8.	Shared Dispositive Power: 1,470,000 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

1,470,000

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 4.2% ^*

12. Type of Reporting Person: FI
______________________________

*	This percentage is based on the 34,726,325 Shares issued and outstanding as reported by the issuer

CUSIP No. 18713J108

1. Name of Reporting Person:

Passport Plus, LLC

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: Delaware

	5.	Sole Voting Power: -0-
Number of
shares
beneficially	6.	Shared Voting Power: 663,500 (see Item 2 & 4)
owned by
each
reporting	7.	Sole Dispositive Power: -0-
person
with:
	8.	Shared Dispositive Power: 663,500 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

663,500

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 1.9% ^*

12. Type of Reporting Person: OO
______________________________

*	This percentage is based on the 34,726,325 Shares issued and outstanding as reported by the issuer

CUSIP No. 18713J108

1. Name of Reporting Person:

Passport Advisors, LP

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: Delaware

	5.	Sole Voting Power: -0-
Number of
shares
beneficially	6.	Shared Voting Power: 1,748,000 (see Item 2 & 4)
owned by
each
reporting	7.	Sole Dispositive Power: -0-
person
with:
	8.	Shared Dispositive Power: 1,748,000 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

1,748,000

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 5.0% ^*

12. Type of Reporting Person: LP
______________________________

*	This percentage is based on the 34,726,325 Shares issued and outstanding as reported by the issuer

CUSIP No. 18713J108

1. Name of Reporting Person:

Passport Holdings, LLC

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: Delaware

	5.	Sole Voting Power: -0-
Number of
shares
beneficially	6.	Shared Voting Power: 1,748,000 (see Item 2 & 4)
owned by
each
reporting	7.	Sole Dispositive Power: -0-
person
with:
	8.	Shared Dispositive Power: 1,748,000 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

1,748,000

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 5.0% ^*

12. Type of Reporting Person: OO
______________________________

*	This percentage is based on the 34,726,325 Shares issued and outstanding as reported by the issuer

CUSIP No. 18713J108

1. Name of Reporting Person:

Passport Capital, LLC

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: Delaware

	5.	Sole Voting Power: -0-
Number of
shares
beneficially	6.	Shared Voting Power: 3,207,500 (see Item 2 & 4)
owned by
each
reporting	7.	Sole Dispositive Power: -0-
person
with:
	8.	Shared Dispositive Power: 4,677,500 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

4,677,500

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 13.5% ^*

12. Type of Reporting Person: IA
______________________________

*	This percentage is based on the 34,726,325 Shares issued and outstanding as reported by the issuer

CUSIP No. 18713J108

1. Name of Reporting Person:

John Burbank

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: United States

	5.	Sole Voting Power: -0-
Number of
shares
beneficially	6.	Shared Voting Power: 3,207,500 (see Item 2 & 4)
owned by
each
reporting	7.	Sole Dispositive Power: -0-
person
with:
	8.	Shared Dispositive Power: 4,677,500 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

4,677,500

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 13.5% ^*

12. Type of Reporting Person: IN
______________________________

*	This percentage is based on the 34,726,325 Shares issued and outstanding as reported by the issuer

Item 1(a).	Name of Issuer:

	Clifton Star Resources, Inc. (the “Company”).

Item 1(b).	Address of Issuer’s Principal Executive Offices:

	Rogers Building
	Ste. 836 – 470 Granville St.
	Vancouver, BC V6C 1V5

Item 2(a).	Name of Persons Filing:

	Passport Special Opportunities Master Fund, LP (“Fund I”);
	Passport Materials Master Fund, LP (“Fund II”);
	Passport Materials Master Fund II, LP (“Fund III”);
	Blackwell Partners, LLC (“Account I”);
	Norges Bank (Central Bank of Norway) (“Account II”);
	Passport Plus, LLC (“Passport Plus”);
	Passport Advisors, LP (“Passport Advisors”);
	Passport Holdings, LLC (“Passport Holdings”);
	Passport Capital, LLC (“Passport Capital”); and
	John Burbank (“Burbank”, together with Fund I, Fund II, Fund III, Account I, Account II, Passport Plus, Passport Advisors, Passport Holdings, and Passport Capital, the Reporting Persons).

	Burbank is the sole managing member of Passport Capital which serves as investment manager to Fund I, Fund II, Fund III, Account I and Account II. Passport Plus is the general partner of Fund I. Passport Advisors is the general partner of Fund II and Fund III. Passport Holdings is the general partner of Passport Advisors. Passport Capital is the managing member of Passport Plus and Passport Holdings. As a result, each of Burbank and Passport Capital may be considered to share the power to vote or direct the vote of, and the power to dispose or direct the disposition of all Shares owned of record by Fund I, Fund II, Fund III, Account I, and Account II, except in the case of Account II which maintains sole power to vote or direct the vote of their beneficially owned shares. Additionally various other entities may be considered to share the power to vote or direct the vote of, and the power to dispose or direct the disposition of all Shares, specifically Passport Plus in regards to shares beneficially held by Fund I, and both Passport Advisors and Passport Holdings in regards to shares beneficially held by Fund II and Fund III. This statement on Schedule 13G shall not be construed as an admission that any of the Reporting Persons (other than the Fund I, Fund II, Fund III, Account I and Account II) is the beneficial owner of the securities covered by this statement.

Item 2(b).	Address of Principal Business Office:

	For each Reporting Person:

	C/O PASSPORT CAPITAL
	30 HOTALING PLACE SUITE 300
	SAN FRANCISCO, CA 94111

Item 2(c).	Citizenship:

	See row 4 of each Reporting Persons’ respective cover page.

Item 2(d).	Title of Class of Securities:

	Common Shares of the Company (the “Common Shares”)

Item 2(e).	CUSIP Number:

	18713J108

Item 3.	Not applicable.

Item 4.	Ownership.

	(a)	Amount beneficially owned:

		See Item 9 of each Reporting Persons’ respective cover page.

	(b)	Percent of class:

		See Item 11 of each Reporting Persons’ respective cover page.

	(c)	Number of shares for which each Reporting Person has sole or shared voting on disposition:

		See Items 5-8 of each Reporting Persons’ respective cover page.

Item 5.	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Not Applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company.

	Not Applicable.

Item 8.	Identification and Classification of Members of the Group.

	Not Applicable.

Item 9.	Notice of Dissolution of a Group.

	Not Applicable.

Item 10.	Certification.

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2011

PASSPORT SPECIAL OPPORTUNITIES
MASTER FUND I, LP

By: PASSPORT PLUS, LLC,
as General Partner

By: PASSPORT CAPITAL, LLC,
as Managing Member

By: /s/ JOHN BURBANK
      John Burbank
      Managing Member

PASSPORT MATERIALS MASTER FUND, LP

By: PASSPORT ADVISORS, LP
as General Partner

By: PASSPORT HOLDINGS, LLC,
as General Partner

By: PASSPORT CAPITAL, LLC,
as Managing Member

By: /s/ JOHN BURBANK
      John Burbank
      Managing Member

PASSPORT MATERIALS MASTER FUND II, LP

By: PASSPORT ADVISORS, LP
as General Partner

By: PASSPORT HOLDINGS, LLC,
as General Partner

By: PASSPORT CAPITAL, LLC,
as Managing Member

By: /s/ JOHN BURBANK
      John Burbank
      Managing Member

BLACKWELL PARTNERS, LLC

By: /s/ BART BRUNK
      Bart Brunk
      Controller

NORGES BANK (CENTRAL BANK OF
NORWAY)

By: PASSPORT CAPITAL, LLC,
as Investment Advisor

By: /s/ JOHN BURBANK
      John Burbank,
      Managing Member

PASSPORT PLUS, LLC

By: PASSPORT CAPITAL, LLC,
as Managing Member

By: /s/ JOHN BURBANK
      John Burbank,
      Managing Member

PASSPORT ADVISORS, LP

By: PASSPORT HOLDINGS, LLC,
as General Partner

By: PASSPORT CAPITAL, LLC,
as Managing Member

By: /s/ JOHN BURBANK
      John Burbank,
      Managing Member

PASSPORT HOLDINGS, LLC

By: PASSPORT CAPITAL, LLC,
as Managing Member

By: /s/ JOHN BURBANK
      John Burbank,
      Managing Member

PASSPORT CAPITAL, LLC

By: /s/ JOHN BURBANK
      John Burbank,
      Managing Member

/s/ JOHN BURBANK
John Burbank

JOHN BURBANK

By: /s/ JOHN BURBANK

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them the statement on Schedule 13G to which this agreement is attached as an exhibit.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on February 11, 2011.

PASSPORT SPECIAL OPPORTUNITIES
MASTER FUND I, LP

By: PASSPORT PLUS, LLC,
as General Partner

By: PASSPORT CAPITAL, LLC,
as Managing Member

By: /s/ JOHN BURBANK
      John Burbank
      Managing Member

PASSPORT MATERIALS MASTER FUND, LP

By: PASSPORT ADVISORS, LP
as General Partner

By: PASSPORT HOLDINGS, LLC,
as General Partner

By: PASSPORT CAPITAL, LLC,
as Managing Member

By: /s/ JOHN BURBANK
      John Burbank
      Managing Member

PASSPORT MATERIALS MASTER FUND II, LP

By: PASSPORT ADVISORS, LP
as General Partner

By: PASSPORT HOLDINGS, LLC,
as General Partner

By: PASSPORT CAPITAL, LLC,
as Managing Member

By: /s/ JOHN BURBANK
      John Burbank,
       Managing Member

BLACKWELL PARTNERS, LLC

By: /s/ BART BRUNK
       Bart Brunk
       Controller

NORGES BANK (CENTRAL BANK OF
NORWAY)

By: PASSPORT CAPITAL, LLC,
as Investment Advisor

By: /s/ JOHN BURBANK
      John Burbank,
      Managing Member

PASSPORT PLUS, LLC

By: PASSPORT CAPITAL, LLC,
as Managing Member

By: /s/ JOHN BURBANK
      John Burbank,
      Managing Member

PASSPORT ADVISORS, LP

By: PASSPORT HOLDINGS, LLC,
as General Partner

By: PASSPORT CAPITAL, LLC,
as Managing Member

By: /s/ JOHN BURBANK
      John Burbank,
      Managing Member

PASSPORT HOLDINGS, LLC

By: PASSPORT CAPITAL, LLC,
as Managing Member

By: /s/ JOHN BURBANK
      John Burbank,
      Managing Member

PASSPORT CAPITAL, LLC

By: /s/ JOHN BURBANK
      John Burbank,
      Managing Member

/s/ JOHN BURBANK
John Burbank

JOHN BURBANK

By: /s/ JOHN BURBANK

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