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AM Gold Shareholders Overwhelmingly Approve Going Private Transaction

August 22, 2016

AM GOLD INC. (TSX-V: AMG; Frankfurt: AMX) (“AM Gold”, or the “Company”) is pleased to announce that it has received shareholder approval for its previously announced going private transaction through a statutory plan of arrangement (the “Arrangement”) and pursuant to the terms of an arrangement agreement between the Company and 1079170 B.C. Ltd. (the “Purchaser”) dated June 28, 2016 (the “Arrangement Agreement”). Pursuant to the Arrangement Agreement, all of the Company’s issued and outstanding common shares (the “Common Shares”) will be purchased by the Purchaser, at a price of $0.17 per Common Share, other than the 842,165 Common Shares owned by John Fiorino and his joint actor (together, the “Interested Shareholders”). The Purchaser is a private British Columbia company controlled by John Fiorino, a director and the Chief Executive Officer of the Company. Pursuant to the Arrangement, all of the outstanding options of the Company will be surrendered and cancelled. Other than the options, the Company did not have any other dilutive securities outstanding.

Approval of the Arrangement was given at an annual and special meeting of the Company’s shareholders held on August 22, 2016 (the “Meeting”). At the Meeting, (i) approximately 99.86% of the votes cast by the holders of Common Shares, and (ii) approximately 99.81% of the votes cast by holders of Common Shares excluding the Interested Shareholders were voted in favour of the Arrangement. All other annual matters at the Meeting were also approved by the Company’s shareholders. A total of 72.44% of the issued and outstanding Common Shares were voted in person or by proxy at the Meeting.

The completion of the Arrangement is subject to the final approval (the “Final Order”) of the Supreme Court of British Columbia and the satisfaction of certain other closing conditions customary in a transaction of this nature. The Company expects to return to court on August 23, 2016 to seek the Final Order to implement the Arrangement. Assuming that these conditions are satisfied, it is expected that the effective date of the Arrangement will occur on or before August 31, 2016.

Further information regarding the Meeting and the proposed Arrangement can be found in the Company’s management information circular for the Meeting dated July 21, 2016, 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.


/s/ “Rick Low”                   

Rick Low

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 news 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 “plans”, “expects”, “expected”, “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 include, without limitation, statements regarding the date for seeking the final court order from the Supreme Court of British Columbia; the closing date of the Arrangement; and other forward-looking statements that are not facts. Forward-looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which AM Gold operates, are inherently subject to important risks and uncertainties, including, without limitation, TSX Venture Exchange and the Supreme Court of British Columbia approvals, the satisfaction or waiver of the conditions set out in the Arrangement Agreement, and changes in applicable laws or regulations, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements.

Although AM Gold has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate or that management’s expectations or estimates of future developments, circumstances or results will materialize.

Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this news release, and AM Gold disclaims any intention or obligation to update or revise such information, except as required by applicable law, and AM Gold does not assume any liability for disclosure relating to any other company herein.

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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