The Annual Shareholder Meeting was held on August 29th, 2008 at the Alpine Arts Center in Alpine, Utah.

William Moeller (CEO) opened the meeting and thanked all for attending. The votes were then tabulated and it was found that a quorum was present and the resolution had passed by vote of the shareholders.

Kenneth Friedman (President) then gave a presentation on the company and the stock explaining the different markets and how they affected Clifton Mining Company. Numerous questions were asked by the shareholders and Mr. Friedman answered them.

Keith Moeller (Vice President) then gave a presentation on the properties held by the company and an update of other company investments. Please see below for a summary of his comments.

Three Areas Where Gold Has Been Found

It was reiterated in the meeting that Clifton’s joint venture partner Dumont Nickel Inc. (“JV Partner”) has drilled and found gold in three different areas.

Kiewit Gold Zone.

The Kiewit Gold Zone is a gold target has been extensively drilled and assayed. Preliminary estimates on the historic Kiewit Gold Zone indicate that there is a potential of 75,000 to upwards of 200,000 ounces of mineable gold, depending on gold prices. As gold prices increase more of the lower value gold becomes mineable and could add significantly to mineable resources. Clifton’s JV Partner has this property under contract, which entities Clifton to a 50% interest in its JV Partner’s interest.

Cane Springs Gold Property

The Cane Springs is a historic high-grade gold producer. Clifton purchased a controlling interest in Woodman Mining Company which owns the mine group because management believed there was a strong possibility that the set of claims contained additional high-grade deposits that were yet to be discovered. After surface sampling, mapping, etc. the entire area, Clifton’s JV Partner discovered an adjacent gold bearing structure. After the first round of drilling the estimates are that the deposit could hold as much as 100,000 to 200,000 ounces of gold. No decision has yet been made on future development of the project.

Rattler Ridge Gold Project

Rattler Ridge project appears to be similar to the Kiewit Gold Zone in that it is a low grade heap-leach type project. The deposit was discovered by Clifton’s JV Partner and has become part of the JV Properties. The JV Partner, who through diligent surface sampling and geologic mapping found the potential gold target and then finished a first round of drill holes in the gold zone to prove it exists. Preliminary estimates cannot be made on the findings until more development work can be completed.

Other Property Findings

Clifton has located on the property a number of copper and silver outcrops (where the minerals come to the surface) that have yet to be explored. Many of these outcroppings are smaller but indicate high-grade potential. These outcroppings will be analyzed with future exploration projects.

Placer Gold Potential

Exploration work on the company’s properties has found an area demonstrating sufficient evidence of a placer gold mineralized material which exists throughout the sands in the Clifton drainage. The Company has recently filed numerous placer claims to cover the potential target areas. Typically, placer material is significantly less expensive to process due to reduced extraction and grinding requirements. Additional large scale sampling needs to be completed in the identified target areas.

Clifton’s Investment in American Biotech Labs

American Biotech Labs (ABL) is a private company that has developed and patented a manufacturing process and uses for a liquid silver product. This patented technology has been branded with the term “SilverSol Technology®”. This silver technology has proven to kill bacteria, mold, fungus, yeast, parasites, and virus. Over four (4) million bottles of the ABL products have been sold worldwide.

Clifton currently holds approximately 21% ownership in the private company. Limited buys and sells of ABL equity shares have been at $5.00 a share for the last couple of years. Clifton currently holds a little more than 1.5 million equity shares of ABL.

ABL Growth

ABL is a consistent and steady growth company, with average sales increases at approximately 25% annually. The Company sales are expected to increase over 30% for the 2008 calendar year as compared with 2007 calendar year. The company has a number of products in different markets in the US and many other parts of the world. The company’s SilverSol Technology® products can be found in supplement, disinfectant, and medical markets around the world.

Patents

ABL has been able to patent the silver technology in a number of ways: the manufacturing process or production method; the average silver particle size; and the uses of the product against bacteria and diseases, including use against virus and HIV specifically. ABL also has patents pending including many new uses in the dental field.

Supplement Market

ABL’s products are sold in thousands of health food stores in the United States, Canada and other countries (estimates are around approximately 10,000 stores). GNC is probably the largest individual store chain that carries the product. In the U.S., supplement products make no antimicrobial claims, in Canada they are allowed. The supplement product is usually sold through retailers at 10 ppm silver solution. Over a hundred and sixty independent studies from more than 60 different universities, private labs, government and military labs, back the product research. The only allowable product claim on the supplement product in the U.S. is that it can help boost the immune system as an immune system enhancer to help people stay healthy. The company’s largest single order to date was for more than 200,000 four ounce (4 oz) bottles.

EPA Disinfectant Approvals

ABL has obtained U.S. EPA disinfectant approvals including an approval at 0.50 ppm as a water line disinfectant, at 10 ppm as a home and industrial surface disinfectant, and also at 32 ppm as a hospital and heating and ventilation surface disinfectant. The dental disinfectant is sold by Henry Schein to the dental market. The hospital disinfectant is now being registered for sale in Singapore and East Asia as well as the United Kingdom.

Cosmetic Market

ABL has entered the cosmetic market with its ASAP™ Ultimate Skin and Body Care Product. This product was introduced in ABL’s market line about a year ago. Tens of thousands of tubes have been sold. The product is adding strongly to the company’s sales income. It is also being purchased and used under a variety of private labels for various applications in a number of countries. The company’s largest single order to date for the gel product was 30,000 tubes. The product softens the skin in a couple of minutes and it also has a four hour antimicrobial action. It is designed to help naturally heal and rejuvenate the skin.

New Dental Applications

A dental group in Canada has reportedly used the product in testing for more than 2,000 oral surgeries and other dental applications indicating an ability to kill bacteria, speed heal times, and they have reported that the product has been an outstanding success. An American company has testing the gel product in a number of elderly care hospitals and facilities, to treat skin ulcers and cuts, burns, and chronic wounds. To date, they have reported 308 patients who have been treated through their process to full recovery and 287 are currently still in process. Cancer clinics are also using the product in testing to help heal radiation burns received in cancer treatment. More testing is already underway in other countries. The only allowable claim made on the product is that it helps promote natural healing.

New Test Work

The H5-N1 Bird Flu is potentially a deadly pandemic disease. ABL has new independent test work being completed in a variety of labs and institutions around the world. An article in the prestigious The Journal Of ScienceOf Healing Outcomes (JSHO) reports on an animal model study on using the 10 ppm product as a daily supplement to increase survival rates against H5-N1 Bird Flu. The ABL product raised the survival rate from 30% to 60%. As an introduction to the bird flu study, the senior editor of the Journal included a study on HIV that he had been involved with. In the HIV study, seven patients had as part of the study been given two ounces of the ASAP 10 ppm product every day in 4 divided doses (1 tablespoon 4 times daily) for four months. At the end of the four month period they again tested the patients to see what improvement (if any) had occurred. It was determined that the average T-lymphocyte count (white blood cells used by the body to keep a person healthy) had increased by an average of almost 40 % and that they gained an average of 17 pounds. This is an unprecedented result. Usually AIDS patients lose white blood cells and lose weight. The study states that the patients after the treatment were 100% fit and feeling much better. The report goes on to state that in lab tests, they found that the ABL product may be able to keep the virus from infecting cells and also that the product could ultimately kill or neutralize the HIV virus.

FDA Filings and Other Foreign Government Approvals

The management of ABL has been working for a number of years to get the company’s AGX Wound Care product approved by the U.S. FDA for major wound care (the product was originally called Silgel). In the meantime, filings made in India have been approved for a number of uses including: as a wound wash, a wound disinfectant, and as a wound treatment. The Indian market is much larger than the U.S. market and management expects that marketing of the products will start in India through a number of pharmaceutical companies by January of 2009. Filings have also been made in Singapore, which is a key medical country in southeast Asia, where additional wound care testing has been underway with ABL products.

GR Legal Case

The case filed by the company for fraud and misrepresentation charges against a past patent attorney, one of his partners and their company is still pending. The case currently remains unresolved and the company’s settlement negotiations so far have been unsuccessful. The company has continued to incur significant costs in the case. As the plaintiff, the company is seeking to recoup those costs. Significant events occurring in the case will be provided in future company updates.