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HDG High Desert Gold Corporation

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Share Name Share Symbol Market Type
High Desert Gold Corporation TSXV:HDG TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

High Desert Gold Corporation Shareholders Approve Acquisition by Well-Financed South American Silver Corp.

09/12/2013 7:33pm

Marketwired Canada


NOT FOR DISTRIBUTON TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

High Desert Gold Corporation ("HDGC") (TSX
VENTURE:HDG)(OTCQX:HDGCF)(FRANKFURT:7HD) is pleased to announce that its
shareholders today approved the previously announced continuance of HDGC under
the Business Corporations Act (British Columbia) (the "BCBCA") and the plan of
arrangement (the "Arrangement") pursuant to which South American Silver Corp.
("SASC") will acquire all of the issued and outstanding shares of HDGC that it
does not already own in an all-share transaction. The resolutions approving the
continuance and the arrangement were each approved by over 99% of the votes cast
by HDGC shareholders present in person or by proxy at the meeting. The
resolution approving the Arrangement was also approved by over 99% of the votes
cast by HDGC shareholders present in person or by proxy at the meeting,
excluding HDGC shareholders who were "interested parties", which included shares
held by SASC and its directors and officers, as required pursuant to
Multilateral Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions. 


At a separate meeting also held today, the shareholders of SASC also approved
the Arrangement and the continuance of SASC under the BCBCA.


Under the Arrangement, each HDGC share will be exchanged for 0.275 of a SASC
Class A Share (to be re-designated as part of the Arrangement as "common
shares"), resulting in SASC issuing approximately 19.46 million Class A Shares
to the HDGC shareholders, representing approximately 14.3% of SASC's
post-Arrangement issued and outstanding Class A Shares. Also as part of the
Arrangement, immediately prior to the acquisition of HDGC, each SASC shareholder
will exchange each of its SASC common shares for one SASC Class A Share and one
SASC Class B Non-Voting Share. The Class A Shares (to be re-designated as
"common shares") will carry voting, dividend and liquidation rights similar to
SASC's current common shares, while the Class B Non-Voting Shares will be
non-voting and non-participating in regards to dividend and liquidation rights
but will entitle the holders collectively to 85% of the net cash proceeds
received from any award or settlement in connection with the ongoing dispute
with Bolivia related to its expropriation of the Malku Khota Project. The
remaining 15% of the net cash proceeds received from any award or settlement
will be retained by the combined company. 


The Toronto Stock Exchange has conditionally approved the Arrangement including
the listing of Class B Non-Voting Shares to be issued thereunder.


For further details about the Arrangement, please see HDGC's management
information circular dated November 7, 2013 and the HDGC press release dated
October 21, 2013, each of which is available on SEDAR at www.sedar.com.


While both SASC and HDGC shareholders have approved the Arrangement, the
transaction remains subject to the approval of the Supreme Court of British
Columbia. The application to the Supreme Court of British Columbia to obtain the
final court order approving the Arrangement is expected to be heard on or about
December 19, 2013. Assuming court approval is obtained and that all other
conditions to the Arrangement are satisfied or waived, the Arrangement is
expected to become effective on or about December 20, 2013. 


About High Desert Gold Corporation

High Desert Gold Corporation is a mineral exploration company that acquires and
explores mineral properties, primarily gold, copper and silver, in North
America. The major properties held by HDG are the 100% owned Gold Springs gold
project situated along the border between Utah and Nevada and the San Antonio
project in Sonora, Mexico. The Company also has a 26.8% equity interest in
Highvista Gold Inc that owns the Canasta Dorada property in Sonora, Mexico.
There has been insufficient exploration to define a property-wide mineral
resource at Gold Springs and it is uncertain if further exploration will result
in the targets at Gold Springs being delineated as a mineral resource.
Additional information related to High Desert Gold Corporation is available at
www.hdggold.com and on SEDAR at www.sedar.com.


Forward-looking Statements

Certain statements contained herein constitute "forward-looking statements".
Forward-looking statements look into the future and provide an opinion as to the
effect of certain events and trends on the business. Forward-looking statements
may include words such as "will", "expected", "post-Arrangement". and similar
expressions. Information concerning mineral resource estimates may also be
considered forward-looking statements as such information constitutes a
prediction of what mineralization might be found to be present if and when a
mining project is actually developed. These forward- looking statements are
based on current expectations and entail various risks and uncertainties. Actual
results may materially differ from expectations, if known and unknown risks or
uncertainties affect our business, or if our estimates or assumptions prove
inaccurate. Factors that could cause results or events to differ materially from
current expectations expressed or implied by the forward-looking statements,
include, but are not limited to, failure to obtain the requisite court approval
for the Arrangement or other conditions of the Arrangement not being met or
waived; the receipt of a competing or superior proposal for an alternative
transaction; the business of HDGC not being integrated successfully into SASC;
possible variations in mineral resources, grade, metal prices; availability of
further financing to fund planned or further required work in a timely manner
and on acceptable terms; changes in project parameters as plans continue to be
refined; failure of equipment or processes to operate as anticipated;
uncertainties associated with the arbitration proceeding against Bolivia,
including the quantum of damages to be obtained and the realization or
collection of the value of any award or settlement; regulatory, environmental
and other risks of the mining industry more fully described in HDGC's Management
Discussion & Analysis of Financial Position and Results of Operations and SASC's
Annual Information Form, which are available on SEDAR at www.sedar.com. The
assumptions made in developing the forward-looking statements include:receipt of
all other necessary approvals (including court approval) for the Arrangement and
satisfaction or waiver of all conditions required by the Arrangement; the
accuracy of current resource estimates and the interpretation of drill,
metallurgical testing and other exploration results; Nevada and Utah continuing
to be pro-mining states; the availability of equipment and qualified personnel
to advance the Gold Springs and Escalones projects; execution of existing plans
and further exploration and development programs for Gold Springs and Escalones,
which may change due to changes in the views of management or if new information
arises which makes it prudent to change such plans or programs.


Readers are cautioned not to place undue reliance on the forward-looking
statements contained in this news release. Except as required by law, HDGC
assumes no obligation to update or revise any forward-looking statement, whether
as a result of new information, future events or any other reason. Unless
otherwise indicated, forward-looking statements in this news release describe
HDGC's expectations as of December 9, 2013.


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


FOR FURTHER INFORMATION PLEASE CONTACT: 
High Desert Gold Corporation
Ralph Fitch
President and CEO
303.584.0608


High Desert Gold Corporation
Richard Doran
Investor Relations
303.584.0608
www.hdggold.com

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