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AM Gold Closes Private Placement for Gross Proceeds of $450,000 and Announces Changes to the Board of Directors

April 30, 2012

AM Gold Inc. (TSX-V: AMG; Frankfurt: AMX) (“AM Gold” or the “Company”) is pleased to announce that further to its news releases of April 5, 2012 and April 19, 2012 announcing a private placement (the “Offering”), the Company has closed the Offering.

On closing of the Offering, 5,000,000 units of the Company (the “Units”) were placed at a price of $0.09 per Unit for gross proceeds of $450,000.  Each Unit consists of one common share of the Company (a “Common Share”) and one-half of a Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.20 until April 30, 2014 subject to the acceleration provision described below.  The Units were made available by way of prospectus exemptions in Canada and in such other jurisdictions as the Company has agreed where the Units can be issued on a private placement basis, exempt from any prospectus, registration or other similar requirements.

Pursuant to the terms of the Offering the Company will be entitled to accelerate the expiry date of the Warrants to the date that is 30 days following the date the Company issues a news release announcing that the closing price of the Common Shares on the TSX Venture Exchange (the “Exchange”) has been equal or greater than $0.35 for any five consecutive trading days after the hold period on the Common Shares has expired.

The Company paid finder’s fees to arm’s length parties (the “Finders”) in connection with the Offering consisting of (i) cash commissions totaling $16,959.60 representing 8% of the gross proceeds raised on the sale of the Units placed by the Finders and (ii) 188,440 common share purchase warrants (the “Finder’s Warrants”), representing 8% of the number of Units placed by the Finders.  Each Finder’s Warrant is exercisable to acquire one common share of the Company (a “Finder’s Warrant Share”) at a price of $0.20 per Finder’s Warrant Share until April 30, 2014, subject to acceleration on the same terms as the Warrants.

Number of placees: 25 placees.

Pro groups:  David Garnett, 200,000 Units;  Brian Paes-Braga, 100,000 Units.

Insiders: John Fiorino, 1,700,056 Units

All securities issued in connection with the Offering are subject to a statutory hold period expiring on August 31, 2012.

Proceeds from the Offering will be used to fund the continued exploration and development of the Pinaya gold-copper project in southern Peru, the continued exploration of the Red Mountain gold project in Yukon Territory, Canada, and for general working capital purposes.

The Company also announces that following closing of the Offering the Board of Directors accepted the resignation of Dr. E. Kelly Hyslop as a Director but will remain with the Company in an advisory role. Dr. Hyslop is currently a director of American Vanadium Corp. and recently accepted a position as Chairman of Advanced Proteome Therapeutics Corporation. Due to time constraints regarding these additional commitments, Dr. Hyslop will be unable to dedicate the necessary time required as a member of the Board of Directors of AM Gold.  Dr. Hyslop commented, “I have enjoyed working with AM Gold and its Board of Directors and wish the Company all the best for the future.” The Company would like to thank Dr. Hyslop for his service to the Company.  The Company has elected not to fill the vacancy on the Board of Directors at this time.

About AM Gold Inc.

AM Gold Inc. is a publicly held resource company based in Vancouver, Canada. The Company is listed on the TSX Venture Exchange under the symbol “AMG” and is quoted on the Frankfurt Exchange under the symbol “AMX”. The Company is focused on creating shareholder value through the development of the Company’s gold and gold-copper projects in the Yukon and Peru while building a portfolio of quality pipeline projects in North and South America. The Company’s Red Mountain gold property is located in central Yukon Territory approximately 55 kilometres northwest of the community of Mayo in the Tintina Gold Belt. The Company’s Red Mountain gold property consists of approximately 3,600 hectares of contiguous quartz claims. 52 of such quartz claims (1,168 hectares) are held 80% by the Company with an option to acquire 100% ownership and are subject to a net smelter returns royalty and 131 quartz claims (2,430 hectares) are held 100% by the Company. AM Gold’s Pinaya gold-copper project is located approximately 775 kilometres southeast of the city of Lima, Peru in the Tintaya Gold Belt. The Company maintains 100% ownership of 35 mining concessions covering the 19,200 hectare Pinaya land position. AM Gold’s corporate offices are located Suite 605 – 369 Terminal Avenue, Vancouver, British Columbia, V6A 4C4 (phone: 604-646-0067).

ON BEHALF OF AM GOLD INC.

“John Fiorino”
__________________
John Fiorino
Chief Executive Officer

AM GOLD INC.

For further information on AM Gold, please contact Murray Caruth at 1-604-646-0067 or by email at , or visit AM Gold’s website at: http://amgold.ca.

Cautionary Statement Regarding “Forward-Looking” Information
Some of the statements contained in this press release are forward-looking statements and information within the meaning of applicable securities laws. Forward-looking statements and information can be identified by the use of words such as “expects”, “intends”, “is expected”, “potential”, “suggests” or variations of such words or phrases, or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved.  Forward-looking statements and information are not historical facts and are subject to a number of risks and uncertainties beyond the Company’s control.  Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

 

 
     
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