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CY

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Share Name Share Symbol Market Type
TSXV:CY TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Clear Mountain Proposes Continuance to Delaware; Closes Initial Tranche of Working Capital Private Placement; Grants Options

06/01/2014 8:30pm

Marketwired Canada


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. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Clear Mountain Resources Corp.
Richard Barth
President and Chief Executive Officer
(918) 213-0294
rbarth@clearmountainresources.com
www.clearmountainresources.com

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