Clifton Star Resources

Published : December 01st, 2014

Clifton Star does not exercise its Duparquet Option

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Clifton Star does not exercise its Duparquet Option

NEWS RELEASE

Clifton Star does not exercise its Duparquet Option

Quebec City, QUEBEC - December 1st 2014. Clifton Star Resources Inc. ("Clifton Star" or the "Corporation") (TSXV-CFO; Deutsche Boerse-C3T) announces that it will not make the $10 million option payment on December 1st, 2014, that would have enabled it to continue the Duparquet Option Agreements. This $10 million payment is part of a total of $52.2 million in option payments required to be made by Clifton by 2017 in order to allow Clifton to acquire the
90% interest in the Duparquet Project that it does not already own. All payments were necessary to acquire the additional 90% interest. Clifton Star retains a 10% interest in the companies that own the Duparquet Project.
The following reasons prevented Clifton Star from making the payment;
-Gold markets have steadily deteriorated throughout the year, thereby significantly reducing the value of gold projects and sharply reducing financing opportunities for junior gold exploration and development companies. During the year, Clifton Star identified over 60 different parties with whom it had discussions and who could have potentially been strategic investors or financing partners, but no one came forward to supply the funds to allow the company to make the $10 million option payment. One of their main objections was that the amounts and timing of future option payments were unrealistically high, given fundamental shrinkages in the value of global gold projects.
-During the year, Clifton Star, in recognition of the changing values in the gold sector presented the Optionors with many offers to amend the option payment schedule but each one of its offers was rejected without any counter proposal. The last offer was rejected Saturday, November 29, 2014. It was unclear to the Corporation whether the Optionors rejected the offers because they disagreed with the valuation principles underlying the offers or whether they were simply unable to react to our suggestions because of the lawsuit which some of the Optionors had launched against the others in respect to the ownership of the corporations holding the properties. Clifton Star had asked the Quebec Superior Court to suspend its obligations related to Option payments, since the litigation hindered financing efforts, but the Court rejected Clifton Star demands, as announced on November 24, 2014 (see press release).
-Clifton Star believes it is entitled to rely on a contract with Osisko and successors to provide
$22.5 million in the event that Osisko dropped its option previously granted on the project. These funds would have enabled Clifton Star to make its option payment this year and next. Clifton Star initiated a lawsuit, and negotiations with the successors of Osisko are continuing.
-The original Option Agreement failed to contain a mechanism where the terms could be changed if a reversal in the gold market were to occur, as has happened. This proved to be a fundamental flaw, as evidenced by the discussions with potential investors in the project.
The Company has deployed all possible effort to secure financing without success and the optionors have rejected the latest revised agreement offer that could have enabled the
Company to maintain the development of the project. Accordingly, the Board of Directors and the management came to the conclusion that it had no other choice but to write-down the assets to its estimated recoverable amount. In its Quarterly Financial Statements for Q1, 2015 (See Sedar filing), Clifton Star recorded a $35,078,395 write-down relative to the Duparquet Project. As of September 30, 2014, Clifton Star had working capital of $1.5 Million, including cash of $1.0 million.
Michel Bouchard stated, "The results of the Prefeasibility Study released in the middle of last year indicated that the project had a pre-tax NPV of $222 million with a rate of return of 15% utilizing gold price of US$1300. We started to search a year before that for a strategic partner to share the financing of the project. The falling gold price and practically non-existent financing mining markets for junior developers forced us to try, at the same time, to negotiate amendments to the Option Agreement, to reflect existing conditions. Our industry is cyclical and the current negative gold environment is not going to last forever, but we could not realize a partnership with a strategic investor on the basis of current market and gold price conditions. Without some recognition of this by the Optionors, it was impossible for us to attract financial investors.``
During the past year, Management initiated a thorough review of all tax filings and identified possible credit claims that were filed for the fiscal years 2008 and 2009 tax filings. Amended tax filings were made, and discussions and meetings with tax authorities were held. Clifton Star expects positive results before year's end.
Moving forward, the Company believes that it will ultimately succeed in resolving its lawsuit against Osisko and its successors. This should provide it with funds to acquire good projects in the gold sector which have arisen through the extreme financial distress which many participants are currently experiencing. Chairman Ross Glanville stated. ``Never in my 45 years of experience in the mining sector have I seen such a poor market, as reflected by so many mining companies who require funds and support, but find it virtually unavailable. With funds that I expect we will generate from our lawsuit over time, we will be well positioned to take advantage of many opportunities. Michel Bouchard and our team are mature senior executives, and know the sector and its opportunities well and are therefore poised to move forward effectively as we switch our focus from Duparquet``

Additional Information

All other information previously released on Duparquet is also available on Clifton Star's website
at www.cfo-star.com

For further information please contact:

2

Michel F. Bouchard

President and CEO

Clifton Star Resources Inc. [email protected]

418-914-9922 www.cfo-star.com

@ cliftonstar1

Neither the TSX Venture Exchange nor its Regulations Services Provider (as the term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statement on Forward Looking Information

Certain information included in this press release, including any information as to our future exploration, financial or operating performance and other statements that express management's expectations or estimates of future performance, constitute 'forward-looking statements' within the meaning of the 'safe harbor' provisions of the United States Private Securities Litigation Reform Act of 1995 and Canadian securities laws. The words 'expect', 'believe',

'will', 'intend', 'estimate' and similar expressions identify forward-looking statements. Forward-looking statements

are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, risks and contingencies, including the possibility that drill programs will not yield the expected results. The Company cautions the reader that such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual financial results, performance or achievements of Clifton Star Resources to be materially different from the Company's estimated future results, performance or achievements expressed or implied by those forward-looking statements and that the forward-looking statements are not guarantees of future performance. These statements are also based on certain factors and assumptions. For more details on these estimates, risks, assumptions and factors, see the Company's most recent Form 20-F/Annual Information Form on file with the U.S. Securities and Exchange Commission and Canadian provincial securities regulatory authorities. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise, except as expressly required by law. Readers are cautioned not to put undue reliance on these

forward-looking statements.

3

Read the rest of the article at www.noodls.com

Clifton Star Resources

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Clifton Star is a gold exploration company based in Canada.

Its main exploration properties are DUQUESNE, HUNTER, BEATTIE, DONCHESTER, DUMICO, CAT LAKE and DUPARQUET in Canada.

Clifton Star is listed in Canada. Its market capitalisation is CA$ 19.5 millions as of today (US$ 14.8 millions, € 13.1 millions).

Its stock quote reached its highest recent level on March 12, 2010 at CA$ 8.25, and its lowest recent point on December 05, 2014 at CA$ 0.06.

Clifton Star has 48 210 000 shares outstanding.

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Financings of Clifton Star Resources
3/11/2015Announces Closing of Private Placements
11/13/2012Announces the Closing of the Brokered Flow-Through Private P...
10/31/2012Announces Brokered Flow-Through Private Placement
Option Grants of Clifton Star Resources
2/6/2013Retains Albis Capital Corporation as Consultant for Investor...
1/11/2013Retains Mr. Louis Morin as Consultant for Investor Relations
Project news of Clifton Star Resources
9/18/2013(Duparquet)Confirms Excellent Gold Recoveries in Pilot Plant Testing on...
9/12/2012(Duparquet)Announces an Amended Option Agreement on the Duparquet Proje...
6/21/2011(Duparquet)Drilling to Commence at Duparquet
Corporate news of Clifton Star Resources
12/22/2015clifton-star-announces-new-drill-results-from-the-duparquet-...
3/11/2015Clifton Star Resources Announces Closing of Private Placemen...
3/2/2015Clifton Star Resources Announces Private Placements and Sett...
3/2/2015IIROC Trading Resumption - CFO
3/2/2015Clifton Star Resources Announces Private Placements and Sett...
3/2/2015IIROC Trading Halt - CFO
1/9/2015Clifton Star Sets Date for Requisitioned Meeting
12/18/2014Clifton Star Resources Reports on Voting Results from 2014 A...
12/17/2014Clifton Star Resources Reports on Voting Results From 2014 A...
12/10/2014Clifton Star Issues Urgent Shareholder Letter
12/9/2014Clifton Star receives $2.76 million in Quebec Tax Credits
12/1/2014Clifton Star does not exercise its Duparquet Option
12/1/2014IIROC Trading Resumption - CFO
12/1/2014IIROC Trading Halt - SED; BFK.P; CFO
11/25/2014Quebec Superior Court rejects Clifton Star’s Safeguard motio...
11/24/2014IIROC Trading Resumption - CFO
11/24/2014IIROC Trading Halt - CFO
10/30/2014Clifton Star Files for a Safeguard Order Regarding the Dupar...
4/9/2014Clifton Star Announces Positive Pre-Feasibility Study on the...
10/3/2013Announces That it has Adopted an Advance Notice By-Law
9/4/2013(Duparquet)Intersects 2.25 g/t Au Over 34 m and 1.51 g/t Au Over 39 m, ...
8/21/2013(Duparquet)Intersects 2.46 g/t Au Over 18.5 m and 2.50 g/t Au Over 17.0...
6/28/2013(Duparquet)Announces a Substantial Increase in the Gold Resource at its...
6/19/2013Drills 5.64 g/t Au Over 34.0 m, Including 8.36 g/t Au Over 1...
6/6/2013(Duparquet)announces Drill Results from the Duparquet Project Including...
5/13/2013(Duparquet)Announces Drilling Results from the Duparquet Project Includ...
4/16/2013Grants Stock Options
3/27/2013(Duparquet)Produces High Grade Gold Concentrates From the Duparquet Pro...
2/14/2013(Duparquet)Announces Final 2012 Drilling Results from the Duparquet Pro...
10/23/2012(Duparquet)Announces Exploration Results at Duparquet, Including 1.29 g...
9/17/2012Grants Stock Options
6/13/2011(Duparquet)Announces Updated NI 43-101 Resource Estimate for the Donche...
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