Clear Mountain Proposes Continuance to Delaware; Closes Initial Tranche of Working Capital Private Placement; Grants Options
January 06 2014 - 4:30PM
Marketwired
Clear Mountain Proposes Continuance to Delaware; Closes Initial
Tranche of Working Capital Private Placement; Grants Options
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan 6, 2014) - Clear
Mountain Resources Corp. ("Clear Mountain" or the "Company")
(TSX-VENTURE:CY) announces that in conjunction with its proposed
acquisition of certain oil and gas assets situated in Osage County,
Oklahoma as more particularly disclosed in the Company's news
releases of November 5, 2013 and December 13, 2013 (the
"Acquisition") the Company has called a special meeting of its
shareholders for Tuesday, January 28, 2014 to approve, by way of
special resolution, a continuance of the Company's jurisdiction of
incorporation from the Province of British Columbia to the State of
Delaware (the "Continuance").
Upon completion of the Acquisition, it is expected that all of
the Company's significant assets and operating business will be
located in the United States as well as a substantial number of the
Company's directors and senior management. As such, the board of
directors (the "Board") believes that the achievement of the
Company's strategic goals will be enhanced by the Company's
Continuance as a U.S. corporation as many of the Company's future
potential customers, lenders and service providers following
completion of the Acquisition will be based in the United States
and the Continuance will help to level the playing field with
future competitors, most of whom will be U.S. corporations. The
Board also believes that domiciling in the United States may
enhance shareholder value over the long term with greater
acceptance of the Company in the capital markets and improved
marketability of the Company's shares. The Board chose the State of
Delaware to be the Company's new domicile because it believes the
more favorable corporate environment afforded by Delaware will help
the Company compete more effectively with other public companies,
many of which are incorporated in Delaware, in raising capital and
in attracting and retaining skilled, experienced personnel. For
these and other reasons as more particularly described in the
Company's notice of special meeting and information circular, both
dated December 30, 2013, copies of which are available for review
on SEDAR, the Board proposes to continue the Company to Delaware
immediately prior to closing of the Acquisition.
Further to the Company's news release dated December 5, 2013,
the Company has completed an initial tranche of its non-brokered
working capital private placement. The Company has issued a total
of 5,345,868 common shares at a price of C$0.20 per share for gross
proceeds of C$1,069,174, the net proceeds of which will be used to
fund due diligence costs and professional fees related to the
Acquisition and for general working capital and corporate expenses.
A finder's fee of $10,500 cash and 52,500 finder's warrants was
paid in connection with the initial closing, each finder's warrant
entitling the holder to purchase one common share of the Company at
a price of $0.25 for a period of one year. All securities issued in
connection with the initial closing are subject to a four month and
one day hold period expiring April 19, 2014.
The Company has also granted stock options to directors,
officers and consultants to purchase up to an aggregate of 534,000
common shares at a price of $0.20 per share for a period of five
years.
About Clear Mountain
Clear Mountain Resources Corp. is a junior mineral resource
exploration company with its head office in Vancouver, British
Columbia, Canada. The Company's principal business is the
identification, evaluation and acquisition of mineral, oil and gas
properties, and the subsequent exploration and operation
thereof.
Neither 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.
This news release contains forward-looking statements, which
relate to future events or future performance and reflect
management's current expectations and assumptions. Such
forward-looking statements reflect management's current beliefs and
are based on assumptions made by and information currently
available to the Company. Readers are cautioned that these forward
looking statements are neither promises nor guarantees, and are
subject to risks and uncertainties that may cause future results to
differ materially from those expected. Specifically, the LOI is
subject to numerous conditions precedent to closing including the
completion of a satisfactory due diligence and title review by the
Company and regulatory approvals. There are no assurances that all
conditions precedent will be satisfied or waived or that the
purchase and sale of the Osage Property will be successfully
completed on the terms and conditions contemplated herein or at
all. Additionally, the purchase and sale of the Osage Property is
subject to the Company completing a concurrent financing of not
less than US$108 million on or before January 31, 2014 and there
are no assurances that the Company will be successful in raising
such capital to complete the transaction on commercially reasonable
terms or at all. All of the forward-looking statements made in this
news release are qualified by these cautionary statements and those
made in our Canadian continuous disclosure filings available on
SEDAR at www.sedar.com. These forward-looking statements are made
as of the date hereof and the Company does not assume any
obligation to update or revise them to reflect new events or
circumstances save as required under applicable securities
legislation.
Clear Mountain Resources Corp.Richard BarthPresident and Chief
Executive Officer(918)
213-0294rbarth@clearmountainresources.comwww.clearmountainresources.com