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AM Gold Announces Revised Terms Of Private Placement And Corporate Update

April 24, 2014

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
FOR DISSEMINATION IN THE UNITED STATES

AM GOLD INC. (TSX-V: AMG; Frankfurt: AMX) (“AM Gold” or the “Company”) announces, further to its news release of March 20, 2014, that the Company has revised the terms of the private placement.  The Company will now proceed with a non-brokered private placement for gross proceeds of up to $367,500 (the “Offering”).  The Offering will consist of flow-through common shares of the Company (the “FT Shares”) at a price of $0.0525 per FT Share.  As a separate subscription, the Offering will also consist of non-flow-through common shares of the Company (the “NFT Shares” and together with the FT Shares, the “Securities”) at a price of $0.0525 per NFT Share.  The number of FT Shares and NFT Shares will be determined by management prior to closing of the Offering.

The Securities will be made available by way of prospectus exemptions in Canada and in such other jurisdictions as the Company may agree where the Securities can be issued on a private placement basis, exempt from any prospectus, registration or other similar requirements.

The Company may pay a finder’s fee on the Offering within the amount permitted by the policies of the TSX Venture Exchange (the “Exchange”).  Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the Exchange.  The Securities will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.  The net proceeds from the NFT Shares will be used by the Company for general corporate purposes and may be directed to the Company’s mineral projects in such amounts determined by management.  The gross proceeds from the FT Shares will be used for exploration expenditures, eligible for flow-through share treatment under the Income Tax Act (Canada).

The Company expects that its Chief Executive Officer, or his joint actor, will participate in the Offering.  The participation in the Offering by a director or officer of the Company will constitute a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).  However, the Company expects that it will be exempt from both the formal valuation and minority shareholder approval requirements of MI 61-101 in connection with the Offering because neither the fair market value of the Securities to be issued, nor the consideration for the Securities, is expected to exceed 25% of the Company’s market capitalization as calculated in accordance with MI 61-601.

Corporate Update

Separately, the Company announces that pursuant to the terms of the option and joint venture agreement, as amended, with Rokmaster Resources Corp. (“Rokmaster”), that a $125,000 payment is due and payable by Rokmaster to AM Gold on or before May 1, 2014.

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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