High Desert Gold Corporation

High Desert Gold Corporation

November 12, 2008 10:35 ET

High Desert Gold Corporation Provides Update on Shareholder Rights Plan

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 12, 2008) - High Desert Gold Corporation ("HDG" or the "Company") (TSX:HDG)(TSX:HDG.WT) today provided an update on shareholder rights plan (the "Rights Plan") which was adopted effective October 29, 2008, subject to acceptance by the Toronto Stock Exchange (the "TSX").

As previously announced on November 3, 2008, the Company had been advised that Northern Financial Corporation ("Northern") intended to submit an application to the British Columbia Securities Commission (the "BCSC") requesting that the Rights Plan be cease traded. Given the desire of the board of directors of HDG (the "Board") to conserve cash and focus on maximizing shareholder value, the Board exercised its discretion to delay the "Separation Time" under the Rights Plan until the earlier of: (i) the BCSC having completed its review of the matter; (ii) Northern becoming the beneficial owner of 20% or more of the outstanding commons shares (in effect, an "Acquiring Person" under the Rights Plan); and (iii) noon (Toronto time) on December 5, 2008.

Since November 3, 2008, Northern has submitted its application to the BCSC, and counsel to Northern and the Company have conducted discussions to address three concerns of Northern relating to the Rights Plan, namely: (i) Northern's desire to acquire up to 5% of the outstanding common shares of HDG during its offer as permitted by applicable law which would, when aggregated with common shares already owned by Northern, exceed the 20% limit in the Rights Plan; (ii) Northern's potential desire to extend its offer beyond December 5, 2008; and (iii) Northern's desire for a deadline for the application of the Rights Plan to its offer, in effect for the Northern Offer to eventually become a "Permitted Bid".

Following these discussions, on the condition that Northern withdraw its application to the BCSC, the Board has exercised its discretion under the Rights Plan and: (i) amended the definition of "Acquiring Person" under the Rights Plan to exclude a person who exceeds the 20% limit in the Rights Plan solely as a result of the acquisition, in accordance with applicable law, of 5% or less, in the aggregate, of the outstanding common shares of HDG from the day of announcement of such person's intention to make a take-over bid until the expiry of such bid; and (ii) amended the definition of a "Permitted Bid" under the Rights Plan to include a take-over bid made by means of a take-over bid circular to all holders of record of common shares of HDG, that is otherwise not a Permitted Bid, but that has been open for acceptance for at least 55 days.

The Company has also determined to delay the Separation Time until the close of business on the third Trading Day after the earliest of: (i) the BCSC having completed its review, if any, of the Rights Plan; (ii) Northern becoming an Acquiring Person; and (iii) noon (Toronto time) on the expiry date of Northern's offer (which for greater certainty is December 5, 2008 or such later date to which Northern may extend its offer). The Company has also confirmed that, provided that such number of common shares of HDG have been tendered to Northern's offer, including any variation or extension thereof, which, when aggregated with the common shares of HDG then held by Northern, represent at least 50% plus one of the outstanding common shares of HDG, it will take such necessary action to permit Northern to take-up and pay for such shares.

The description above of the Rights Plan, as amended, is qualified in its entirety by the Rights Plan itself, as amended, which is available on SEDAR at www.sedar.com under the Company's profile.

The Company continues to urge shareholders not to take any action with respect to Northern's unsolicited take-over bid pending further updates from the Company.

The Company is a mineral exploration company that acquires and explores mineral properties, primarily gold, copper and silver, in North America. The three major properties held by HDG are the flagship Canasta Dorada gold property in Sonora, Mexico, the Gold Lake porphyry copper-gold-molybdenum property in New Mexico and the Monitor copper-silver property in Arizona.

Additional information concerning HDG may be obtained on HDG's website, www.highdesertgoldcorp.com, and on SEDAR at www.sedar.com, under HDG's profile.

Certain statements contained herein constitute "forward-looking statements". These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors. The material factors and assumptions that were applied in making the forward-looking statements in this release include but are not limited to assumptions regarding: review of the matter by the BCSC and the TSX; the current status of Northern's unsolicited take-over bid; Northern not already being an "Acquiring Person" under the Rights Plan; and there being no restriction on the Board's ability to take the necessary action so that Northern can take-up and pay for those common shares tendered to the offer. Material factors that could cause actual results to differ materially from the forward-looking statements in this release include risks and uncertainties relating to Northern's unsolicited take-over bid. Readers are cautioned not to place undue reliance on these statements as the Company's actual results, performance or achievements may differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements if known or unknown risks, uncertainties or other factors affect the Company or its business, or if the Company's estimates or assumptions prove inaccurate. The Company cannot provide any assurance that forward-looking statements will materialize. Except as required by law, the Company assumes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or any other reason. Additional information regarding risks and uncertainties that could affect the Company's business is contained in the Company's MD&A and in its Annual Information Form, which are available on SEDAR at www.sedar.com.

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