High American Gold Inc.

February 28, 2008 15:54 ET

High American Gold Inc. Conditionally Settles Debt for Shares and Enters Into a Share Exchange Agreement

TORONTO, ONTARIO--(Marketwire - Feb. 28, 2008) - High American Gold Inc. ("HIAM" or the "Company") is pleased to announce that it has entered into contingent debt settlement agreements with the Company's major creditors, whom include Roger Peacock and Calvin D. Bruner, the current directors of the Company, pursuant to which HIAM has agreed to pay $14, 400 in cash and to issue 9,300,000 common shares of the Company (the "Common Shares") at a value of $0.05 per Common Share in consideration for settling the Company's debt of approximately $950,000 (the "Debt Settlement"). The Debt Settlement is subject to regulatory acceptance, minority shareholder approval and the revocation of the cease trade orders (the "CTOs") issued by the Ontario Securities Commission (the "OSC"), the Alberta Securities Commission (the "ASC") and the British Columbia Securities Commission (the "BCSC").

Related Party Transaction

The proposed Debt Settlement constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as Roger Peacock and Calvin D. Bruner are directors of the Company. The Company has determined that it is exempt under MI 61-101 from the requirements to obtain a formal valuation as the Common Shares of HIAM are not listed on specified markets. The Company will hold an annual and special shareholders meeting to obtain minority approval (as defined in MI 61-101) of the Debt Settlement. Upon completion of the Debt Settlement, Roger Peacock and Calvin D. Bruner will beneficially own and control 100,000 and 310,000 Common Shares of the Company, respectively, representing 0.6% and 1.9%, respectively, of the currently issued and outstanding Common Shares of the Company.

The directors of HIAM considered the significant reduction of debt the transaction represents, the improvement of the financial condition of the Company and the corresponding decrease in the shareholders' deficit and concluded the transaction to be fair for all shareholders and in the best interests of the Company.

The Share Exchange Agreement

The Company also announces that it has entered into a contingent share exchange agreement with Am-Ves Resources Inc. ("Am-Ves") which, subject to the terms thereof, provides for the purchase by the Company of all of the issued and outstanding common shares of Am-Ves in consideration for the issue of the Common Shares to the shareholders of Am-Ves and all of the issued and outstanding warrants of Am-Ves in consideration for the issue of warrants of the Company to the warrant holders of Am-Ves (the "Acquisition"), and the private placement of up to 4,020,000 units (the "Units") of the Company (the "Private Placement") at $0.20 per Unit, with one Unit comprised of one Common Share and one half of a Common Share purchase warrant (a "Warrant"), with one full Warrant entitling the holder to purchase one Common Share at $0.30 per Common Share for 18 months from closing of the Private Placement. Following completion of the Acquisition and the Private Placement, shareholders of Am-Ves will own approximately 77% of the issued and outstanding shares of the Company. Completion of the Acquisition and the Private Placement is subject to regulatory acceptance, shareholder approval and the revocation of the CTOs issued by the OSC, the ASC and the BCSC.

About Am-Ves Resources Inc.

Am-Ves is a private corporation incorporated under the laws of the Province of Alberta on January 19, 2006. Am-Ves holds the right to earn up to a 100% interest in the Guayabito property, a gold exploration property located near Cisneros, Antioquia, Colombia, by making staged payments totaling US$1,600,000 by December 2009 and incurring US$2,000,000 in expenditures on the Guayabito Property required pursuant to the terms of the option agreement dated October 18, 2007 between Am-Ves and Mario de Jesus Ramirez Maya and Manuel Mejia Vallejo of Medellin.

About the High American Gold Inc.

The Company is a corporation incorporated under the laws of the Province of Ontario on November 12, 1996 under the name Stromatalite Resource Corp. Pursuant to an amalgamation agreement dated April 25, 1997, Intex Mining Company Limited and Stromatalite Resource Corp. amalgamated to form HIAM.

From its initial incorporation until March 2001, HIAM's business consisted of acquiring, exploring and developing mineral resource properties. In March 2001, the Company ceased operations because it was no longer able to finance its exploration projects.

The Company is subject to the CTOs, which were issued by the OSC, the BCSC and the ASC on August 26, 2002, August 28, 2002 and September 27, 2002, respectively, as a result of the Company's failure to file its audited annual financial statements for the fiscal year ended March 31, 2002. The Company has applied to the OSC, BCSC and ASC for the revocation of the CTOs.

HIAM is currently inactive and does not own any material assets or liabilities other than indebtedness owed to its creditors.

The Common Shares of the Company are not listed or quoted on any exchange or market in Canada or elsewhere. The Common Shares of the Company were formerly listed and posted for trading on the TSX Venture Exchange (the "Exchange"); however, the Exchange delisted the Common Shares on June 20, 2003, because the Company failed to pay its annual sustaining fees. The Company has applied for listing of the Common Shares on the Exchange. Listing will be subject to the Corporation fulfilling all the listing requirements of the Exchange. There can be no assurance that the Company will be able to obtain listing of the Common Shares on the Exchange.

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 HIAM to successfully complete the Debt Settlement, the Acquisition and the Private Placement are forward-looking statements that involve various risks and uncertainties. There can be no assurance that the Company will be able to successfully complete such transactions and obtain listing of the Common Shares on the Exchange.

The forward-looking statements are not historical facts, but reflect HIAM'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 disapproves the content of this press release.

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