March 10, 2008, Toronto, Ontario – High American Gold Inc. (“High American” or the “Company”) is pleased to announce that effective March 5, 2008, the Ontario Securities
Commission issued a full revocation of the cease trade order issued on August 26, 2002 against the Company. The British Columbia Securities Commission and the Alberta Securities Commission have also issued full revocation of cease trade orders previously issued against High American, effective March 6, 2008 and March 10, 2008, respectively.
The Company also announces that it has filed with Canadian securities regulatory authorities its annual audited financial statements for the last three years ended March 31, 2007, 2006 and 2005, its interim financial statements for the three month period ended June 30, 2007, the six month period ended September 30, 2007 and the nine month period ended December 31, 2007 and all related management’s discussion and analysis, all of which can be found under the Company’s profile at www.sedar.com.
High American has been inactive since 2001. The Company intends to complete a series of transactions to reactivate itself (the “Reactivation Transactions”). The Reactivation Transactions include:
include:
1 . the settlement of the Company’s debt of approximately $950,000 in consideration for the issuance of 9,300,000 pre-consolidated common shares of the Company (the “Common Shares”) and payment of $14,500 in cash (the “Debt Settlement”);
2 . the consolidation of all issued and outstanding Common Shares on a 10:1 basis, whereby every ten old Common Shares will be exchanged for one new post-consolidated Common Share (the “Share Consolidation”);
3 . the change of the Company’s name to “Antioquia Gold Inc.” (the “Name Change”);
4 . continuance of High American under the Business Corporations Act (Alberta) (the “Continuance”);
5 . the entering into a share exchange agreement with Am-Ves Resources Inc. (“Am-Ves”), pursuant to which the Company would acquire (the “Acquisition”) all of the issued and
outstanding common shares of Am-Ves in exchange for the post-consolidated Common Shares of the Company and all of the issued and outstanding warrants of Am-Ves in
consideration for the warrants of the Company;
6 . a private placement of up to 4,020,000 units (the “Units”) of High American (the “Private Placement”) at $0.20 per Unit, with one Unit comprised of one post-consolidated
Common Share and one half of a warrant (a “Warrant”), with one full Warrant entitling the holder to purchase one post-consolidated Common Share at $0.30 per postconsolidated Common Share for 18 months from closing of the Private Placement; and
7 . the holding of an annual and special shareholders meeting (the “Meeting”) to seek a shareholder approval for, among other things, the Debt Settlement, the Share
Consolidation, the Name Change, the Continuance and the Acquisition.
The Meeting is scheduled to be held on April 15, 2008. The Notice of Meeting and Record Date was filed on SEDAR on February 29, 2008.
In respect of the Meeting, the Company will prepare and distribute to its shareholders a management information circular in accordance with the requirements of Form 51-102F5
Information Circular of National Instrument 51-102 – Continuous Disclosure Obligations, which will set out details of the Acquisition and will contain prospectus-level disclosure in
respect of High American, Am-Ves and the resulting issuer in accordance with section 14.2 of Form 51-102F5.
The Common Shares of the Company are currently not listed or quoted on any exchange or market in Canada or elsewhere. The Common Shares of High American were formerly listed and posted for trading on the TSX Venture Exchange (the “Exchange”); however, the Exchange delisted the Company’s Common Shares on June 20, 2003, because High American failed to pay its annual sustaining fees. The Company applied for listing of the Common Shares on the Exchange. Listing will be subject to the Company fulfilling all the listing requirements of the Exchange. There can be no assurance that High American will be able to obtain listing of the Common Shares on the Exchange.
Management of the Company intends to keep shareholders informed of its progress in reinstating High American as a junior mining company and welcomes any inquiries in that regard.
Forward-Looking Statements
This discussion includes certain forward-looking statements that are based upon current expectations, which involve risks and uncertainties associated with our business and the
environment in which the business operates. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, and similar expressions to the extent they relate to the Company or its management. All statements regarding the ability of High American’s to successfully obtain listing of the Common Shares on the Exchange are forward-looking statements that involve various uncertainties. There can be no assurance that the Company will be able to successfully obtain listing of the Common Shares on the Exchange.
The forward-looking statements are not historical facts, but reflect High American’s current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transactions and neither approves nor disapprove the content of this press release.
For further information, please contact:
R. Brian Murray
President
Telephone No. (416) 985-7810
rbrianmurray@rogers.com