Shareholders and Court Approve Clifton Star Arrangement With First Mining
April 7, 2016
VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 7, 2016) - First Mining Finance Corp. ("First Mining") (TSX VENTURE:FF)(OTCQB:FFMGF) and Clifton Star Resources Inc. ("Clifton Star") (TSX VENTURE:CFO) are pleased to announce that at a special meeting held on April 6, 2016, shareholders of Clifton Star voted nearly unanimously in favour of the plan of arrangement (the "Arrangement") under which First Mining will acquire all of the issued and outstanding common shares of Clifton Star on the basis of one common share of First Mining for each share of Clifton Star. This Arrangement was originally announced in a joint press release dated February 12, 2016.
A total of 25,780,962 common shares of Clifton Star, representing 53.47% of the issued and outstanding common shares were voted at the meeting. Both the Arrangement and the Special Resolution reducing the stated capital of Clifton Star were approved by 99.94% of the votes cast by Clifton Star's shareholders. Full details of the Arrangement and certain other matters are set out in Clifton Star's management information circular ("Information Circular") dated March 9, 2016. A complete report on the voting results, the Information Circular and other meeting materials can be found on the SEDAR website at www.sedar.com.
Mr. Michel Bouchard, Chief Executive Officer and President of Clifton Star commented, "We are pleased with the overwhelming shareholder support received with respect to this transaction. We believe that both Clifton Star and First Mining shareholders will be well served by the transaction that creates a well-funded Mineral Bank with a diverse portfolio of prospective properties primarily located in Canada."
First Mining and Clifton Star further announce that the Québec Superior Court has today approved the Arrangement and, subject to the satisfaction of certain customary closing conditions, the Arrangement is anticipated to be completed on April 8, 2016.
Trading of Clifton Star shares on the TSX Venture Exchange is expected to be halted later today.
ABOUT FIRST MINING FINANCE CORP.
First Mining is a mineral property holding company whose principal business activity is to acquire high quality mineral assets with a focus in the Americas. The Company currently holds a portfolio of 25 mineral assets in Canada, Mexico and the United States with a focus on gold. Ultimately, the goal is to continue to increase its portfolio of mineral assets through acquisitions that are expected to be comprised of gold, silver, copper, lead, zinc and nickel properties.
ABOUT CLIFTON STAR RESOURCES INC.
Clifton Star is a junior mining exploration company with a focus on gold and base metal exploration. Its portfolio consists of six properties, all in Canada within the prolific Abitibi Greenstone Belt including the Duquesne Project, a past gold producer which produced from 1949 to 1952 and from 1989 to 1991. Clifton Star's projects are all located near existing mining camps with existing power and road infrastructure in mining friendly Québec.
ON BEHALF OF THE BOARD OF FIRST MINING FINANCE CORP.
Keith Neumeyer, Chairman
ON BEHALF OF THE BOARD OF CLIFTON STAR RESOURCES INC.
Michel Bouchard, President & CEO
Cautionary Note Regarding Forward-Looking Statements
This press release includes certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable Canadian and United States securities legislation including the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved. Forward looking statements in this press release relate to, among other things, completion of the Arrangement and halting trading in Clifton's shares. Actual future results may differ materially. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the respective parties, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies.
Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: the risk that the conditions to completion of the Arrangement will not be satisfied. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. First Mining assumes no obligation to update such forward-looking statements or information, should they change, except as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.