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February 07, 2016 10:30 AM ET

Metals and Mining

Company Overview of Clear Gold Resources Inc.

Company Overview

Clear Gold Resources Inc. operates as a junior resource mining company in Canada. It has option agreements to acquire 100% interests in the Aquasabon Lake, Aquasabon River, and Big Duck Lake properties in the Thunder Bay Mining District, Ontario. The company was formerly known as ClearFrame Solutions Corp. and changed its name to Clear Gold Resources Inc. in February 2013. Clear Gold Resources Inc. is based in Vancouver, Canada.

409 Granville Street

Suite 1050

Vancouver, BC V6C 1T2




Key Executives for Clear Gold Resources Inc.

Chief Executive Officer, President, Director and Member of Audit Committee
Chief Financial Officer, Director and Member of Audit Committee
Age: 65
Executive Officer
Compensation as of Fiscal Year 2015.

Clear Gold Resources Inc. Key Developments

Clear Gold Resources Inc., Annual General Meeting, Apr 28, 2015

Clear Gold Resources Inc., Annual General Meeting, Apr 28, 2015., at 10:00 Pacific Standard Time. Location: 1600 ­ 925 West Georgia Street. Agenda: To consider set the number of directors at four; to elect the directors of the company to serve until the next AGM shareholders; to consider appoint of Davidson & Company LLP, Chartered Accountants, as auditor for the company for the ensuing year; to consider authorise the directors of the company to fix the remuneration to be paid to the auditors for the ensuing year; to consider and, if thought appropriate, approve an ordinary resolution to confirm the company's stock option plan; and to transact such other business as may properly be put before the meeting.

Clear Gold Resources Inc., Annual General Meeting, Feb 10, 2015

Clear Gold Resources Inc., Annual General Meeting, Feb 10, 2015. Location: Suite 2600, 1066 West Hastings Street.

Clear Gold Resources Inc. Amends Financing, Agreement to Acquire Whale Shark Environmental Technologies

Clear Gold Resources Inc. announced that it has agreed with shareholders of Whale Shark Environmental Technologies Ltd.(WET) to amend certain terms of the previously announced letter agreement dated effective September 9, 2014 (the Letter Agreement) pursuant to which Clear Gold will acquire 100% of the outstanding shares of WET (the Transaction). Clear Gold also announced a reduction in the size of the associated interim financing to up to $500,000 (the Interim Financing), and bridge financing of up to $300,000 from an arm's length party. Pursuant to an amending agreement dated November 18, 2014 (the "Amended Agreement"), Clear Gold will now advance WET a $50,000 unsecured loan (the "Advance") to fund WET's transaction costs, instead of the originally agreed $250,000 advance. The Advance will be made immediately upon completion of the Interim Financing and mature and be repayable in full, without interest, on completion of the Transaction, in which case the amount of the Advance will be offset against the cash portion of the purchase price payable by Clear Gold at Closing. In the event that the Transaction for any reason terminates or in the event of a default, then the Advance will become immediately due and payable within 6 months and interest will accrued at a rate equal to 5% per annum from the date the Advance was made. The parties have also agreed to extend the exclusivity period until December 15, 2014 in order to give the parties additional time to prepare and sign the definitive transaction agreement. During the exclusivity period, neither party will solicit, encourage or accept any third party proposal in respect of an alternative transaction. The Amended Agreement also provides for completion of the Transaction by not later than February 27, 2015. In order to fund the Advance and Transaction expenses, and provide sufficient working capital for the company during the period through to closing, the Company will complete the Interim Financing, as more particularly described in the Company's news release dated September 19, 2014; however, the maximum amount to be raised pursuant to the Interim Financing has been reduced from $850,000 to $500,000. The company has also arranged for a bridge loan from an arm's length party for up to $300,000. Interest will accrue on the principal amount of the loan at a rate of $14% per annum and will be repayable 6 months from the date the proceeds are advanced.

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