High Desert Gold Corp.

Published : December 10th, 2013

SOUTH AMERICAN SILVER CORP. SHAREHOLDERS APPROVE PLAN OF ARRANGEMENT; HIGH DESERT GOLD CORPORATION S

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Keywords :   Bolivia | Gold | Sac | Silver |

S.A. Silver shareholders OK High Desert acquisition

South American Silver Corp (C:SAC) 
Monday December 09 2013 - News Release

Mr. Ralph Fitch reports

SOUTH AMERICAN SILVER CORP. SHAREHOLDERS APPROVE PLAN OF ARRANGEMENT

South American Silver Corp. shareholders today approved the previously announced continuance of SASC under the Business Corporations Act (British Columbia) and the plan of arrangement, pursuant to which SASC will exchange each of its SASC common shares for one SASC Class A share and one SASC Class B non-voting share, and acquire all of the issued and outstanding shares of High Desert Gold Corp. (HDGC) that it does not already own in an all-share transaction. The resolution approving the continuance was approved by over 99 per cent of the votes cast by SASC shareholders present in person or by proxy at the meeting. The resolution approving the arrangement was approved by over 99 per cent of the votes cast by SASC shareholders present in person or by proxy at the meeting.

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

Under the Arrangement, 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 redesignated 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.

Also under the Arrangement, SASC will acquire each issued and outstanding shares of HDGC that it does not already own in exchange for 0.275 of a SASC Class A Share (to be re-designated as part of the Arrangement as "common shares"). HDGC shareholders (other than SASC) will receive 0.275 of a SASC Class A Share for each HDGC share they hold. SASC currently owns 16,077,000 common shares of HDGC (18.5% on an undiluted basis). Upon completion of the Arrangement, SASC shareholders and HDGC shareholders will own approximately 85.7% and 14.3%, respectively, of the Class A Shares of the post-Arrangement entity.

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

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

While both SASC and HDGC shareholders have approved the Plan of 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.

We seek Safe Harbor.

� 2013 Canjex Publishing Ltd.

High Desert holders approve takeover by South American

High Desert Gold Corp (C:HDG) 
Shares Issued 86,840,900
Last Close 12/6/2013 $0.12
Monday December 09 2013 - News Release

Mr. Ralph Fitch reports

HIGH DESERT GOLD CORPORATION SHAREHOLDERS APPROVE ACQUISITION BY WELL-FINANCED SOUTH AMERICAN SILVER CORP.

High Desert Gold Corp. shareholders today approved the previously announced continuance of HDGC under the Business Corporations Act (British Columbia) and the plan of arrangement, pursuant to which South American Silver Corp.. 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 atwww.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.

We seek Safe Harbor.

 

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High Desert Gold Corp.

EXPLORATION STAGE
CODE : HDG.V
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High Desert Gold is a gold exploration company based in Canada.

High Desert Gold holds various exploration projects in Mexico.

Its main exploration properties are ARTILLERY PEAK GOLD and GOLD LAKE PROPERTY in USA and GOLD SPRINGS, CANASTA DORADA, SAN ANTONIO PROPERTY and BATAMOTE in Mexico.

High Desert Gold is listed in Canada. Its market capitalisation is CA$ 6.3 millions as of today (US$ 5.9 millions, € 4.3 millions).

Its stock quote reached its highest recent level on March 11, 2011 at CA$ 0.73, and its lowest recent point on October 18, 2013 at CA$ 0.04.

High Desert Gold has 78 285 000 shares outstanding.

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Annual reports of High Desert Gold Corp.
2010 Annual Report MD&A
2010 Annual report
2009 Annual Report
2008 Annual Report
Option Grants of High Desert Gold Corp.
7/25/2013Engages New Investor Relations Consultant
3/30/2012Renews agreement with IR Consultants and grants new incentiv...
4/29/2011Grants Incentive Stock Options
Nominations of High Desert Gold Corp.
2/21/2013Announces Appointment of New Director
Financials of High Desert Gold Corp.
4/26/2013Files Fiscal 2012 Annual Financial Statements
8/31/2012Q2 2012 MD&A
8/31/2012Q2 2012 Financial Statement
8/31/2012Second Quarter 2012 Financial Statements
11/23/20112011 Q3 financial report
6/28/2011Files First Quarter 2011 Financial Statements
4/28/2011Files Fiscal 2010 Annual Financial Statements
3/31/2011Q1 2011 Financial Report
Project news of High Desert Gold Corp.
8/20/2013(Gold Springs)Reports Continued Drilling Success from the 100% Owned Gold ...
4/16/2013(Gold Springs)Announces: Drilling to Start at Gold Springs and 2013 Explor...
3/28/2013(Gold Springs)Reports an Updated Resource Estimate for Gold Springs
1/28/2013(Gold Springs)Reports Bottle Roll, Metallurgical Tests on Drill Cuttings f...
10/24/2012(Gold Springs)Reports Results from the Grey Eagle Target at Gold Springs, ...
10/4/2012(Gold Springs)Initiates Second Phase of Drilling at the Gold Springs Proje...
10/4/2012(Gold Springs)Initiates Second Phase of Drilling at the Gold Springs Proje...
8/31/2012(Gold Springs)Intersects 21.4 Metres Grading 5.6 g/t Gold and 32.4 g/t Sil...
5/2/2012(Gold Springs)Drilling in progress at Gold Spings
4/5/2012(Gold Springs)Drilling to start mid-april at Gold Springs
3/19/2012(Gold Springs)Announces the approval from the Nevada BLM for drill plans a...
2/7/2012(Gold Springs)Technical Report confirming Resource Estimate for the Jumbo ...
1/18/2012(Gold Springs)Doscovery of a second major gold target at Gold Springs
12/22/2011(Gold Springs)Resource estimate for the Jumbo Zone at Gold Springs
11/25/2011(Gold Springs)Update on activities at the Gold Spring Project
8/4/2011(San Antonio Property)Discovers new areas of gold/silver on its San Antonio Projec...
7/12/2011(Gold Springs)Pilot Gold announces completion of Gold Springs earn-in opti...
7/12/2011(Gold Springs)Completes Earn-In for 60%-Interest in the Gold Springs Proje...
5/15/2011(San Antonio Property)Reports Drilling Results at San Antonio Gold Project, Sonora...
4/26/2011(Artillery Peak Gold)Announces Positive Gold Results from Trenching Program at Ar...
4/26/2011(Gold Springs)Announces Positive Gold Results from Trenching Program at Ar...
4/13/2011(Gold Springs)Announces 2011 Exploration Program, Including Plans for the ...
8/20/2010(Gold Springs)Announces Strong Drill Results from its Gold Springs Project
Corporate news of High Desert Gold Corp.
12/10/2013SOUTH AMERICAN SILVER CORP. SHAREHOLDERS APPROVE PLAN OF ARR...
10/22/2013South American Silver Corp. Enters into an Agreement to Acqu...
10/21/2013Enters into Agreement to be Acquired by Well-Financed South ...
9/10/2013(Gold Springs)Drills Its Best Hole in 2013 on the 100% Owned Gold Springs ...
8/2/2013(Gold Springs)Enters Into Agreement to Buy Pilot Gold's Interest in Gold S...
7/10/2013(Gold Springs)Reports Drilling Results from the Gold Springs Project at Gr...
6/6/2013(Gold Springs)Reports First 2013 Drilling Results from the Gold Springs Pr...
4/8/2013Adopts Advance Notice By-Law
11/7/2012(Gold Springs)Reports Final Results from Trenching at the Grey Eagle Targe...
10/15/2012(Gold Springs)Reports Drilling and Trenching Progress at the Grey Eagle Ta...
8/31/2012(Gold Springs)Discovery of New Gold Zones and Increased Ownership on the G...
4/30/2012Files fiscal 2011 Annual Financial Statements
3/30/2012Renews agreement with IR Consultants and grants new incentiv...
2/22/2012Closes previously announced $4,7 million financing
2/15/2012Increases the size of its current financing to $4,7 millions
10/6/2011Closing of Qualifying Transaction by Highvista
2/24/2011Joins the OTCQX in the U.S.
4/21/2010Management’s Discussion and Analysis of Financial Position a...
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