Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

Clifton Mining Company

705 East 50 South, American Fork, UT 84003

________________________________

(801) 756-1414

www.Cliftonmining.com

Clifton@cliftonmining.com

1040

Quarterly Report

For the Period Ending: June 30, 2022

(the "Reporting Period")

As of August 12, 2022, the number of shares outstanding of our Common Stock is 58,770,791, less the treasury shares the balance is 54,849,759, which balance excludes 1,375,003 held in treasury and 2,546,029 shares we've repurchased pursuant to SEC Rule 10b-18 that are held in a Company brokerage account pending deposit to the treasury.

As of March 31, 2022, the number of shares outstanding of our Common Stock is 58,770,791, less the treasury shares the balance is 55,059,321, which balance excludes 1,375,003 held in treasury and 2,336,467 shares we've repurchased pursuant to SEC Rule 10b-18 that are held in a Company brokerage account pending deposit to the treasury.

As of December 31, 2021, the number of shares outstanding of our Common Stock is 58,770,791, less the treasury shares the balance is 55,212,261, which balance excludes 1,375,003 held in treasury and 2,183,527 shares we've repurchased pursuant to SEC Rule 10b-18 that are held in a Company brokerage account pending deposit to the treasury.

As of September 30, 2021, the number of shares outstanding of our Common Stock was 58,770,791, less the treasury shares the balance is 55,212,261, which balance excludes 1,375,003 held in treasury and 2,183,527 shares we've repurchased pursuant to SEC Rule 10b-18 that are held in a Company brokerage account pending deposit to the treasury.

As of June 30, 2021, the number of shares outstanding of our Common Stock was 58,770,791, less the treasury shares the balance is 55,311,529, which balance excludes 1,375,003 held in treasury and 2,084,259 shares we've repurchased pursuant to SEC Rule 10b-18 that are held in a Company brokerage account pending deposit to the treasury.

As of March 31, 2021, the number of shares outstanding of our Common Stock was 58,770,791, less the treasury shares the balance is 55,911,425, which balance excludes 840,418 held in treasury and 2,018,948 shares we've repurchased pursuant to SEC Rule 10b-18 that are held in a Company brokerage account pending deposit to the treasury.

As of December 31, 2020, the number of shares outstanding of our Common Stock was 58,770,791, less the treasury shares the balance is 56,166,484, which balance excludes 840,418 held in treasury and 1,763,889 shares we've repurchased pursuant to SEC Rule 10b-18 that are held in a Company brokerage account pending deposit to the treasury.

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☐

No: ☒

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v2.1 December 2019)

Page 1 of 10

Yes: ☐

No: ☒

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

Yes: ☐

No: ☒

  1. Name of the issuer and its predecessors (if any):

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

Clifton Mining Company was originally filed on June 8, 1993 as Megaton Gold Corporation and on February 24, 1994, the name of the company was changed to Clifton Mining Company and still remains the same today.

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

Utah corporation filed on June 8, 1993 - Active

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

None

The address(es) of the issuer's principal executive office:

705 East 50 South, American Fork, UT 84003

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☒

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐

No: ☒

1 "Change in Control" shall mean any events resulting in:

  1. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the
    Company's then outstanding voting securities;
  2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
  3. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
  4. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v2.1 December 2019)

Page 2 of 10

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

N/A

2)

Security Information

Trading symbol:

CFTN

Exact title and class of securities outstanding:

CLIFTON MNG CO - COM

CUSIP:

186904108

Par or stated value:

$0.001

Total shares authorized:

70,000,000as of date: June 30, 2022

Total shares outstanding:

58,770,791 less treasury shares and shares held in the Company's

brokerage account pending deposit to the treasury is 54,867,216as of date: June 30, 2022

Total shares outstanding:

58,770,791 less treasury shares and shares held in the Company's

brokerage account pending deposit to the treasury is 55,059,321as of date: March 31, 2022

Total shares outstanding:

58,770,791 less treasury shares and shares held in the Company's

brokerage account pending deposit to the treasury is 55,212,261as of date: December 31, 2021

Number of shares in the Public Float2:

45,833,139as of date: August 12, 2022

Total number of shareholders of record:

173as of date: August 12, 2022

All additional class(es) of publicly traded securities (if any):

Trading symbol:

N/A

Exact title and class of securities outstanding:

CUSIP:

Par or stated value:

Total shares authorized:

as of date:

Total shares outstanding:

as of date:

Transfer Agent

Name:

Computershare Inc.

Phone:

(303) 262-0600

Email:

Neil.Handiekar@computershare.com

Address:

6200 South Quebec Street, Greenwood Village, CO 80111

Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒

No: ☐

  1. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares

  1. "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
  2. To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v2.1 December 2019)

Page 3 of 10

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐

Shares Outstanding as of Second Most Recent

Fiscal Year End:

*Right-click the rows below and select "Insert" to add rows as needed.

Opening Balance

Date 01-01-2020 Common: 58,770,791

Preferred: 154,584

Date of

Transaction

Number of

Class of

Value of

Were the

Individual/ Entity

Reason for share

Restricted or

Exemption

Transaction

type (e.g. new

Shares

Securities

shares

shares

Shares were

issuance (e.g. for

Unrestricted

or

issuance,

Issued (or

issued

issued at

issued to

cash or debt

as of this

Registration

cancellation

cancelled)

($/per

a discount

(entities must

conversion)

filing.

Type.

share) at

to market

have individual

-OR-

Issuance

price at

with voting /

Nature of

the time

investment

Services

of

control

Provided

issuance?

disclosed).

(Yes/No)

03-31-2020

Cancellation

289,169

Common

N/A

N/A

N/A

N/A

N/A

N/A

06-30-2020

Cancellation

995,670

Common

N/A

N/A

N/A

N/A

N/A

N/A

09-30-2020

Cancellation

524,634

Common

N/A

N/A

N/A

N/A

N/A

N/A

12-31-2020

Cancellation

794,834

Common

N/A

N/A

N/A

N/A

N/A

N/A

4-19-2021

Cancellation

708,526

Common

N/A

N/A

N/A

N/A

N/A

N/A

4-23-2021

Cancellation

81,118

Common

N/A

N/A

N/A

N/A

N/A

N/A

6-30-2021

Cancellation

65,311

Common

N/A

N/A

N/A

N/A

N/A

N/A

9-30-2021

Cancellation

99,268

Common

N/A

N/A

N/A

N/A

N/A

N/A

12-31-2022

Cancellation

0

Common

N/A

N/A

N/A

N/A

N/A

N/A

3-31-2022

Cancellation

152,940

Common

N/A

N/A

N/A

N/A

N/A

N/A

6-30-2022

Cancellation

192,105

Common

N/A

N/A

N/A

N/A

N/A

N/A

8-03-2022

Cancellation

17,457

Common

N/A

N/A

N/A

N/A

N/A

N/A

Shares Outstanding on Date of This Report:

Ending Balance:

Date 8-12-2022

Common: 54,849,759

Preferred:

154,584

Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended September 30, 2020, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2018 through September 30, 2020 pursuant to the tabular format above.

Use the space below to provide any additional details, including footnotes to the table above:

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v2.1 December 2019)

Page 4 of 10

There were no changes in Common shares or Preferred shares during the years 2018 or 2019. During the years 2020, 2021, and 2022, the Company has been buying back some shares pursuant to SEC Rule 10b-18 and returing the repurchased shares to the transfer agent for cancelation. In the chart above, canceled shares includes shares that have both been returned to the transfer agent for cancelation and shares that are held in the Company's brokerage account pending return to the transfer agent for cancelation. These repurchased shares for each quarter are summarized including shares bought during the first quarter through the date of 05-27-2022.

B. Debt Securities, Including Promissory and Convertible Notes

Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.

Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☒

Date of

Outstanding

Principal

Interest

Maturity

Conversion Terms (e.g.

Name of Noteholder

Reason for

Note

Balance ($)

Amount

Accrued

Date

pricing mechanism for

(entities must have

Issuance (e.g.

Issuance

at

($)

determining conversion of

individual with voting

Loan, Services,

Issuance

instrument to shares)

/ investment control

etc.)

($)

disclosed).

None

Use the space below to provide any additional details, including footnotes to the table above:

The Company has no debt securities, promissory or convertible notes outstanding.

  1. Financial Statements

A. The following financial statements were prepared in accordance with:

  1. ☒ U.S. GAAP ☐ IFRS

  2. The financial statements for this reporting period were prepared by (name of individual)4:

Name:

Scott Moeller

Title:

V.P. - Finance (CFO)

Relationship to Issuer:

Officer, Secretary, Treasurer

Provide the financial statements described below for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods.

  1. Balance sheet;
  2. Statement of income;
  3. Statement of cash flows;
  4. Statement of Changes in Shareholders' Equity
  5. Financial notes; and
  6. Audit letter, if audited

You may either (i) attach/append the financial statements to this disclosure statement or (ii) file the financial statements through OTCIQ as a separate report using the appropriate report name for the applicable period end. ("Annual Report," "Quarterly Report" or "Interim Report").

4 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v2.1 December 2019)

Page 5 of 10

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Clifton Mining Co. published this content on 15 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 August 2022 19:05:02 UTC.