Meeting Time And Place

The shareholder meeting was held at 12:30 pm on Friday, August 25, 2006.  The meeting was held at the Alpine Arts Center, Alpine Utah.

General Business

The general business of the meeting was conducted by William Moeller, Chairman of Clifton Mining Company (Clifton).  Mr. Moeller called the meeting to order and announced that all those wishing to vote should do so.  Eighty-two percent of shareholders voted.  Two members of the Clifton Board of directors were up for re-election as board members.  Mr. Moeller announced that a quorum had been reached and that voting for both Keith W. Moeller and Mr. Harold (Mike) Gunsinger had each received approval by over 99% of votes rendered, and both will remain as directors of the Company.

President’s Speech  

Dr. Ken Friedman gave an update to the gold and silver markets, as well as stock markets in general.  Dr. Friedman also talked about what he expected those markets would do in both the short and long term.  He also answered some general questions on the Company.

Vice President’s Speech

Mr. Keith Moeller gave some further information on specific areas in relation to the mining  property, and also American Biotech Labs (a private company in which Clifton holds approximately 24% ownership).

Information By Subject   

Clifton Mining Company Property

As announced in 2005, the joint venture work has been focused on five basic principal project areas.  Mineral discoveries have already been announced at both the Keiwit Gold Property and also at the Cane Springs Historic high-grade gold mine property. As of March of this year, approximately $3.8 million dollars (U.S.) has now been spent by Dumont (Clifton's partner) on the exploration of the venture properties. Since the discoveries have been made, drill programs have been planned and completed over sections of both the Kiewit Gold and Cane Springs properties.

The Kiewit Gold Property

The Kiewit Gold property is located on the south-east side of the property block held by the joint venture (see the property map located on the Clifton web site).  Since the discovery of the potential gold deposit several years ago, an intense drill program has been underway in both the historic Kiewit area and those areas adjacent to the historic gold find.  Hundreds-of-thousands of dollars have been spent outlining gold values on this piece of property.  Independent evaluations are now underway to determine if enough ore-grade material has been developed by the exploration programs to move the deposit into the production planning stage while the drilling continues.  If it is determined that commercial viability has been reached, then that part of the Kiewit Gold property could be put into production, while ore the certification drilling continues on the adjacent parts of the Kiewit property.  With independent evaluations now underway, more information should be released within the next few months.  Independent gold leaching tests on the Kiewit gold bearing rock are also underway, including analysis for determining rock grinding sizes, anticipated gold recoveries, and production cost analysis, so that project planning can move forward.

The Cane Springs Property   

Owned by Woodman Mining Company (Clifton has acquired 58% of Woodman) The Cane Springs Mine is a historic, high-grade gold producing mine dating back to the late 1800's and into the early 1900's.  The mine is located on the north-east side of the joint venture property block, close to the town of Gold Hill.  The mine reportedly produced thousands of ounces of gold.  The original deposit started right at the surface, so the early miners were in pay dirt (gold bearing rock) from the very start of their mining operations.  The gold can be seen in the rock with the naked eye, and reportedly was 93% pure (as stated in the historical records).  The mine averaged a half ounce of gold per ton of rock, and reportedly had high-grade areas that ran as high as nine ounces of gold per ton.  Nine ounces of gold, for example, at current prices, would have a value of $5,400 per ton of rock.  A ton of rock is about a foot high by three feet wide (three foot square) which is not much to dig out for a fifty-four hundred dollar return.  The possibility of significant cost savings for processing material from the Cane Springs mine is enhanced by the fact that Clifton owns an operational gold-recovery mill less than 1000 feet downhill from the historic mine. 

From the diligent work completed by Dumont geologists, to date, a new deposit was discovered adjacent to the original workings.  The new discovery was announced to Clifton shareholders in 2005.  Like the original mine, the newly discovered deposit was found to come right to the surface.  Additional drilling completed this spring has added more length to the known area of the new find.  The additional drilling may also of found a second, and previously unknown, parallel gold structure.  What it means is that it looks like Clifton, with its joint venture partner, may have found at least two new gold-bearing structures on the historic gold property.  Based on preliminary estimates to date, these structures could hold potentially several hundred thousand ounces of gold.  More drilling is now being planned to further define these gold structures.  So far, the drilled and assayed gold values in these new gold structures are similar to the reported values in the original mine.  Multi-ounce gold-bearing rock has also been found in some of the drill sections.  Management is very excited about the potential value of the new gold finds on the Cane Springs property and believes that these finds could add significant value to the Company within the next few years.

In the joint venture agreement on the Cane Springs property, Dumont was required to expend $400,000 dollars (U.S.) on the Cane Springs property to earn a 50% interest.  After that initial investment, both Clifton and Dumont would share in the continued development costs on a 50/50 basis.  With the initial investment, Dumont discovered and partially drilled the new find at the Cane Springs property.  Clifton will now pay 50% of the continued development costs on the Cane Springs property. 

Who is Woodman Mining Company?

A number of people have asked questions about Woodman Mining Company.  Woodman Mining Company (Woodman) is the original owner of the Cane Springs mining claims, as well as a number of other patented mining claims in the same area.  Woodman is a private company that is almost a hundred years old (established in 1907).  Most of the stock in the company was tightly held by a number of families who are descendants of Col. Woodman the Founder of the company.  The management of Clifton started negotiating with the original families over twenty years ago to acquire ownership of the claims.  After a number of years, Clifton’s management had acquired the majority interest in the Woodman, giving control of the Cane Springs mining claims to Clifton.  With ownership of Woodman, Clifton not only acquired the Cane Springs mine and property, but also acquired thousands of original antique and gold-leafed stock certificates, hundreds of which have never been issued.  These 1800’s vintage stock certificates may at some time in the future be issued, or made available at some price, to Clifton shareholders.  These original Woodman stock certificates could easily be worth thousands of dollars each, and are an added bonus to the ownership and value of the Woodman company.  In short, Clifton controls Woodman and Woodman owns the Cane Springs mining property.  That is the reason that both Clifton and Woodman are mentioned in connection with the legal work of the Cane Springs mine property.   

American Biotech Labs

Clifton owns approximately 24% American Biotech Labs (ABL).  ABL is a private company.  ABL is a fast-growing biotech company that has created and patented a very unique silver technology.  That SilverSol Technology^™ has many applications in numerous markets world-wide. 

Annual Sales

ABL increased sales in 2005 by 47% as announced in early 2006.  It was announced in the meeting that sales continue to increase at double-digit rates.  The first half of the year is typically the slowest part of the year for ABL, but sales of products in the first half of 2006 were 35% higher than in the same period for 2005.  Store sales of the supplement product have also increased by double digit numbers in the first half of 2006.  Numerous new contracts including volume purchase customers have purchased product in just the last four months.  The company is also seeing an increased number in international volume purchase.

Largest Individual Order

The largest individual order in 2005 was an order for 75,000 bottles of product.  As announced earlier this year, ABL received and fulfilled a new record of 150,000 bottles in a single order from an international company.  The amount and size of orders the company is receiving from companies all over the world is increasing, as news of ABL’s technology continues to spread worldwide.  ABL has now sold a total of over two million bottles from product worldwide, and sales are continuing to increase.

New Testing Completed

Over sixty studies and reports have now been completed on the ABL SilverSol Technology^™.  More are currently underway, including test work with the U.S. Military, domestic, international labs and other government groups.  Thousands of individual tests have been completed.  Seven safety studies have been completed, showing that the product is non-toxic at the levels at which it is being used, for internal, external, and even disinfectant uses.  Test work has been completed against many of the most deadly pathogens that plague mankind.  Test tube tests have been completed against such pathogens as Anthrax, MRSA (a multi-drug resistant form of staph), SARS, E. coli, Salmonella, Tuberculosis (the #1 human killing pathogen on the planet), Hepatitis, Candida yeast, black mold, bird flu virus, and numerous other pathogens.  There is no pathogen that has been tested to date that the ABL nano technology has not been able to kill in the test tube.  ABL currently makes no claims about whether or not the product will cure a person who has any of the diseases caused by these pathogens, but positive testing continues. 

New Products

ABL currently has five products on the market.  Three new products will be released within the next 60 days and another two new products are anticipated to be released within 120 days.  So by the end of the first quarter of 2007, ABL expects to have 10 products on the market.

First Gel Product Released

Most investors know that ABL has been working on a number of gel products that are designed with ABL’s engineered SilverSol Technology^™.  ABL will release their first gel product to the market within the next three weeks.  The first product will be called ASAP Pet Shield^® and will have claims for the treatment of minor cuts, burns, and wounds on animals.  Several more versions of the ABL gel should be released within the next four to six months, to target different markets.

Government Contracts And Sales

The company already has in place purchase contracts for both the federal government (GSA) and also the VA hospital system.  The company has worked hard to get these purchase contracts in place so that sales could be made to the different military and government groups.  ABL has been working with a number of U.S. military groups, which have been doing testing on ABL products.  The testing has gone well and is continuing. A number of both military and government groups have been buying small lots of the ABL products, mostly for testing and personal use.  ABL anticipates that the volume of these purchases will increase, hopefully substantially, within the next year. 

Added Asset Value

The stock of ABL is privately held, and as such does not trade on any public market.  In 2006, ABL made its first distribution to its shareholders from its 2005 profitable earnings. Few people who own ABL shares are willing to sell any of their shares.  Some private placement of ABL shares has been occurring amongst shareholders of the company.  Hundreds-of-thousands of dollars of ABL stock has traded hands.  The latest price ABL shares have been trading for, is $5.00/share. A number of people have asked to be put on a waiting list, should any of the current shareholders decide to sell any of their shares.  Clifton has never sold any of its ABL shares, and currently has no plans to do so.  With the latest selling price of $5.00/share, Clifton’s holdings of ABL stock would have an estimated value of about $7.7 million dollars in U.S. funds.  Clifton received more money in its first cash disbursement from ABL than its entire investment.  While the actual or true value of Clifton’s ABL stock holdings may be debatable, the facts remain that it is a viable investment for the Company and the Company has begun to receive earnings from this investment, and its continued growth and increased value costs Clifton shareholders nothing.  Clifton’s management anticipates that ABL will continue to grow and add value and diversity to the company’s asset base. 

End of 2006 shareholder meeting report.