Release date- 15082016 - Vancouver, British Columbia - Clear Mountain Resources Corp. (TSX.V:CY) is pleased to announce that it has entered into a Non-Binding Letter of Intent dated July 28, 2016 with Patriot One Technologies Inc.
Clear Mountain and Patriot will enter into a definitive Share Exchange Agreement (the 'Definitive Agreement') whereby all outstanding securities of Patriot will be exchanged for securities of Clear Mountain (the 'Transaction'), which constitutes a reverse takeover by Patriot and a change of business of the Corporation from mining to technology. The final structure of the Definitive Agreement is subject to applicable corporate, securities and tax considerations. The Transaction is an arm's length transaction.
On closing of the Transaction, it is anticipated that Clear Mountain will carry on with the development and launch of Patriot's cognitive microwave radar technology, used for the unobtrusive detection of concealed weapons. The Corporation proposes to continue trading on the TSX Venture Exchange (the 'TSXV') following the Transaction. Clear Mountain plans to change its name to Patriot One Technologies Inc. as soon as possible.
Patriot is a private company incorporated under the British Columbia Business Corporations Act and headquartered in Vancouver, B.C. Canada. Patriot and a research team at McMaster University, a well-respected Canadian center for research, and led by the expert guidance of Dr. Natalie Nikolova (EEE Fellow, CAE Fellow, P.Eng. Professor, Canadian Research Chair in HighFrequency Electromagnetics) have come together in a quest to commercialize a system to detect concealed weapons utilizing novel radar technologies. The system, which has been developed and tested, is an innovative radar technology providing first responders and security personnel valuable time in Active Threat scenarios.
The technology offers stand-off detection of concealed threats typically employed in public locations. What makes Patriot's technology unique is its 'cognitive' ability to detect guns and knives as well as to assess threats. The system is trained prior to installation and continues to learn upon deployment, getting better and smarter at detecting hidden weapons with each screening instance. Patriot technology in conjunction with human based protocols, represents the first cost-effective solution for Active Shooter prevention on the market today. Patriot is working to move this revolutionary technology ahead as rapidly as possible in order to address the growing global need for effective Active Threat management, including Active Shooter events, in an increasingly threatened world.
'Patriot in developing a concealed weapons detection technology that will revolutionize how building entrances are monitored to ensure safety of occupants,' 'said Dinesh Kandanchatha, who will assume the role of President of the Corporation on closing of the Transaction. 'We believe that the listing of Patriot's shares on the TSXV by a reverse takeover of Clear Mountain is a good strategic move for our company as it will allow Patriot to raise the necessary capital so that we can focus on launching and expanding our exciting and critical business.'
Upon completion of the Transaction it is anticipated that Clear Mountain's current management will resign and that Patriot and Clear Mountain will appoint officers with the requisite experience to manage the issuer existing on the completion of the Transaction (the 'Resulting Issuer') in order to satisfy the requirements of the TSXV. Additionally, upon completion of the Transaction, the board of directors of the Resulting Issuer will be comprised of four members, three of which will be nominated by Patriot and one of which will be nominated by Clear Mountain.
About Clear Mountain
The Corporation's business activity has been related to the exploration and development of resource properties. Subsequent to completing the Transaction, the Corporation will cease resource related activities.
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This news release contains 'forward-looking information' within the meaning of applicable securities laws relating to the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction, the Offering and the outlook of the business of Patriot. Although the Corporation believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Corporation can give no assurance that they will prove to be correct.
Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction, the Offering and associated transactions, that the ultimate terms of the Transaction, the Offering, and associated transactions will differ from those that currently are contemplated, and that the Transaction, the Offering and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities).
The terms and conditions of the Transaction may change based on the Corporation's due diligence and the receipt of tax, corporate and securities law advice for both the Corporation and Patriot. The statements in this press release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Corporation, Patriot, their securities, or their respective financial or operating results (as applicable).