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AM GOLD COMPLETES SALE OF PERUVIAN SUBSIDIARY TO KAIZEN DISCOVERY

October 26, 2015

AM GOLD INC. (TSX-V: AMG; Frankfurt: AMX) (“AM Gold”, or the “Company”) announces that it has closed the previously announced sale transaction (the “Transaction”) pursuant to which Kaizen Discovery Inc. (TSX-V: KZD) (“Kaizen”), through a wholly-owned subsidiary, acquired AM Gold’s Peruvian subsidiary, Canper Exploraciones S.A.C. (“Canper”).  Canper’s principal asset is the Pinaya Copper-Gold Project located in Caylloma and Lampa Provinces, Peru.

John Fiorino, CEO of AM Gold stated, “Management is pleased to conclude this transaction. Kaizen has a strong balance sheet, an experienced exploration and development team, and also has access to capital to continue advancing the Pinaya Copper-Gold Project. Completion of this transaction enables AM Gold to unlock Pinaya’s value. In addition, through a significant share position in Kaizen, AM Gold has exposure to the growth of a diversified exploration company. We thank our valued shareholders who voted at the special meeting of shareholders in September for near unanimous support for the transaction. We also thank our lenders for their support and confidence in the AM Gold team.”

Major Terms of the Transaction

The aggregate consideration payable by Kaizen to AM Gold to acquire Canper consisted of:

  • the issuance by Kaizen to AM Gold of 15,384,615 Kaizen common shares representing approximately 8.8% of Kaizen’s current issued and outstanding common shares on an undiluted basis;
  • payment by Kaizen to AM Gold of C$500,000; and
  • a payment of approximately US$198,600 representing reimbursement of certain property-maintenance payments incurred by AM Gold.

The Kaizen common shares issued to AM Gold are subject to escrow trickle-out provisions under which 10% of the Kaizen common shares will be released from escrow to AM Gold on and following the first anniversary date of the closing of the Transaction. A cumulative and further 10% will be released on each three-month anniversary thereafter, and all Kaizen common shares issued to AM Gold will be released from escrow 39 months after the Transaction’s closing date.

Upon closing of the Transaction, Rokmaster Resources Corp. (“Rokmaster”) and AM Gold released each other (and their respective affiliates) from certain claims and terminated both their present arbitration and the existing option and joint-venture agreement between AM Gold, Canper and Rokmaster. AM Gold and Canper did not make any payment to Rokmaster pursuant to the terms of the settlement agreement.

AM Gold expects to use the closing proceeds for working capital and to pay down debt, including the loans more particularly described in the Company’s continuous disclosure.

For further details on the Transaction see Kaizen’s and AM Gold’s joint news release dated July 6, 2015, a copy of which is available under AM Gold’s SEDAR profile at www.sedar.com.

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.

More information on AM Gold is available at amgold.ca.

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 [email protected], 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.
 
     
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