First Mining Finance Corp. (TSXV:FF) entered into a definitive agreement to acquire Clifton Star Resources, Inc. (TSXV:CFO) for CAD 20.5 million in stock on February 11, 2016. Under the terms of the agreement, one common share of First Mining will be issued for each common share of Clifton Star. In addition, all outstanding stock options of Clifton Star Resources will be exchanged for stock options of First Mining Finance which will be governed by First Mining Finance's stock option plan. Post transaction Clifton Star Resources will become a wholly-owned subsidiary of First Mining Finance. Under the agreement, Clifton Star Resources may be required to pay a termination fee of CAD 0.63 million upon the occurrence of certain events. Upon completion of the transaction, all of the directors and officers of Clifton Star Resources will resign from their positions with Clifton Star Resources. Michel Bouchard, Director of Clifton Star Resources, will be appointed to the Board of Directors of First Mining Finance, and certain other directors and officers may be engaged by First Mining Finance as consultants.

The transaction is subject to approval of at least two-thirds of the votes cast by the shareholders of Clifton Star at a special meeting expected to take place in mid-April 2016, third party approval, listing of consideration shares on stock exchange, execution of dissenter's right, court and stock exchange approvals and the satisfaction of certain other customary closing conditions. The directors and officers of Clifton Star together with certain other shareholders of Clifton Star, holding 23.3% stake in Clifton Star Resources have entered into lock-up and voting agreements with First Mining and have agreed to vote in favor of the transaction. The Board of Directors of Clifton Star Resources has unanimously approved the transaction. As of April 6, 2016, shareholders of Clifton Star unanimously approved the transaction and Québec Superior Court also approved the transaction. The transaction is expected to be completed on April 8, 2016.

Bruce McKnight Minerals Advisor Services acted as fairness opinion provider for Clifton Star Resources. James D. Beeby of McCullough O'Connor Irwin LLP acted as legal advisor for First Mining Finance. Josianne Beaudry of Lavery, De Billy acted as legal advisor for Clifton Star Resources.