High American Gold Inc. - s. 144

Headnote

Section 144 - Revocation of cease trade order - Issuer subject to cease trade order as a result of its failure to file annual financial statements - Issuer has brought its filings up-to-date - Issuer is otherwise not in default of applicable securities legislation, except for certain matters which it intends to remedy.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127(1), 127(5), 127(8), 144.

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990,

CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF

HIGH AMERICAN GOLD INC.

ORDER

(Section 144)

WHEREAS the securities of High American Gold Inc. (the "Company") are subject to a temporary cease trade order dated August 26, 2002 made under paragraph 2 of subsection 127(1) and subsection 127(5) of the Act, as extended by a further order dated September 6, 2002 made under subsection 127(8) of the Act (collectively, the "Cease Trade Order"), ordering that all trading in securities of the Company cease;

AND WHEREAS the Company has applied to the Ontario Securities Commission (the "Commission") pursuant to section 144 of the Act (the "Application") for a revocation of the Cease Trade Order;

AND WHEREAS the Company has represented to the Commission that:

1. The Company was incorporated on November 12, 1996 pursuant to the Business Corporations Act (Ontario) ("OBCA") under the name Stromatalite Resource Corp. ("Stromatalite"). Pursuant to an amalgamation agreement dated April 25, 1997, Intex Mining Company Limited and Stromatalite amalgamated to form the Company.

2. The Company is a reporting issuer under the securities legislation of the provinces of Ontario, British Columbia and Alberta. The Company is not a reporting issuer or the equivalent in any other jurisdiction in Canada. The Company is also subject to cease trade orders in the provinces of Alberta and British Columbia. The Company has concurrently filed applications with each of the Alberta Securities Commission and British Columbia Securities Commission for a full revocation of their cease trade orders applicable in Alberta and British Columbia.

3. The Company's authorized capital consists of an unlimited number of common shares (the "Common Shares"), of which approximately 16,181,880 Common Shares are issued and outstanding.

4. The Common Shares of the Company are not listed or quoted on any exchange or market in Canada or elsewhere. The Common Shares of the Company were formerly listed and posted for trading on the TSX Venture Exchange (the "Exchange"); however, the Exchange delisted the Company's Common Shares on June 20, 2003, because the Company failed to pay its annual sustaining fees.

5. From its initial incorporation until March 2001, the Company carried on the business of acquiring, exploring, and developing mineral resource properties.

6. The Company has not carried on business since March 2001. It owns no material assets or liabilities other than indebtedness owed to its creditors.

7. The Cease Trade Order was issued as a result of the Company's failure to file its audited annual financial statements for the fiscal year ended March 31, 2002 (the "2002 Annual Financial Statements"). Subsequently, the Company also failed to file audited annual financial statements for the fiscal years ended March 31, 2003, 2004, 2005, 2006 and 2007 (together with the 2002 Annual Financial Statements, the "Annual Financial Statements"), interim financial statements for all interim periods since March 31, 2002 (the "Interim Financial Statements") and, in each case, related management's discussion and analysis ("MD&A") and certificates under Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (the "MI 52-109 Certificates").

8. The Annual Financial Statements, the Interim Financial Statements and related MD&A and the MI 52-109 Certificates were not filed with the Commission due to a lack of funds to pay for the preparation and audit of such statements.

9. On February 28, 2008, the Company filed on SEDAR the Annual Financial Statements for the fiscal years ended March 31, 2007, 2006 and 2005 and the Interim Financial Statements for the three month period ended June 30, 2007, the six month period ended September 30, 2007, and the nine month period ended December 31, 2007, together with related MD&A and MI 52-109 Certificates. Earlier, on January 17, 2008, the Company filed on SEDAR a copy of its articles and by-laws.

10. The Company has not filed any outstanding disclosure for the fiscal years ended March 31, 2004, 2003 and 2002, because the Company believes that the length of time that has elapsed since the date of the Cease Trade Order makes the filing of the outstanding disclosure for these periods of limited use to investors since the Company was inactive at all times while it was cease traded.

11. Except for the Interim Financial Statements for the three month period ended June 30, 2007, the six month period ended September 30, 2007 and the nine month period ended December 31, 2007, the Company has not filed any outstanding Interim Financial Statements and related MD&A and MI 52-109 Certificates, because the Company believes that such Interim Financial Statements will not provide additional useful information concerning the present or future operations or financial circumstances of the Company since during the period covered by such Interim Financial Statements the Company was inactive.

12. The Company is up-to-date in its continuous disclosure filings with the Commission and has paid all outstanding activity, participation and late filing fees and is not in default of any requirement in applicable securities legislation in any jurisdiction, except for (a) the existence of the Cease Trade Order, (b) failure to include a "reporting package" (as defined in section 4.11 of National Instrument 51-102 Continuous Disclosure Obligations ("NI 51-102")) in respect of a change of auditor in the management information circular dated May 18, 2007 (the "June Information Circular") for a special shareholders meeting held on June 21, 2007 (the "June Meeting"), (c) failure to comply with the delivery of financial statements and MD&A requirements in sections 4.6 and 5.6 of NI 51-102, (d) the possible contravention of the Cease Trade Order described in paragraph 13 below, and (e) the matter referred to in paragraph 18(i) below. To remedy the defaults in (b) and (c) above, the Company will include (i) a "reporting package" for the change of auditor and (ii) copies of the Annual Financial Statements for the fiscal years ended March 31, 2007, 2006 and 2005 and the Interim Financial Statements for the three month period ended June 30, 2007, the six month period ended September 30, 2007 and the nine month period ended December 31, 2007, together with related MD&A, with the management information circular for the next annual and special shareholders meeting that will be sent to the registered holders and beneficial owners of its securities.

13. Furthermore, the Company entered into agreements with its creditors as of March 30, 2007 whereby debts of the Company would be settled by the issuance of 9,000,000 common shares (the "March 30 Debt Settlement Agreement"), agreements with its directors as of June 30, 2007 whereby director and consultants fees would be settled by the issuance of 300,000 common shares (the "June 30 Debt Settlement Agreement"), and a share exchange agreement dated October 30, 2007 with Am-Ves Resources Inc. for the Acquisition (defined below) and the Private Placement (defined below). Although these agreements contemplated the revocation of the Cease Trade Order before any securities of the Company were issued, the Company may have contravened the terms of the Cease Trade Order in committing to the issuance of it securities under these agreements.

14. On February 28, 2008, the Company issued and filed a news release and filed a material change report on SEDAR (the "February 2008 Material Change Report") disclosing the March 30 Debt Settlement Agreement, the June 30 Debt Settlement Agreement and the share exchange agreement for the Acquisition and the Private Placement. Also on that date, the Company filed a copy of the share exchange agreement for the Acquisition and the Private Placement on SEDAR as a material contract.

15. Other than the Common Shares, the Company has no securities, including debt securities, outstanding.

16. The Company held the June Meeting solely to elect directors and appoint auditors. The June Meeting was a special shareholders meeting and did not constitute an annual meeting under the OBCA.

17. The Company has not held annual shareholders meetings since the time it was cease traded and therefore has been in default of the annual meeting requirements under the OBCA. The Company has provided the Commission with an undertaking that it will hold an annual meeting within three months after the date on which the Cease Trade Order is revoked.

18. The June Information Circular complied with Form 51-102F5 Information Circular under NI 51-102, except that it failed: (i) to disclose that R. Brian Murray (a nominee for director) was cease traded for failing to file insider reports as an insider of another issuer, which information will be disclosed in the management information circular for the Meeting (defined below); and (ii) to include a "reporting package" for the change of auditor, which will be included in the management information circular for the Meeting (defined below).

19. The June Information Circular and the form of proxy for the June Meeting were mailed to the registered holders and beneficial owners of securities of the Company in accordance with applicable securities legislation and the OBCA.

20. Aside from the matters set out in paragraph 14 above, the Company has not had any "material changes" within the meaning of the Act since it was cease traded and is not in default of requirements to file material change reports under applicable securities legislation.

21. The Company's SEDAR profile and SEDI issuer profile supplement are up-to-date.

22. The Company is currently inactive and following the revocation of the Cease Trade Order, the Company intends to complete a series of transactions to reactivate itself (the "Reactivation Transactions").

23. The Reactivation Transactions include: (i) as contemplated by the June 30 Debt Settlement Agreement and the March 30 Debt Settlement Agreement, the settlement of the Company's debt of approximately $950,000 in consideration for the issuance of 9,300,000 pre-consolidated Common Shares and payment of $14,500 in cash (the "Debt Settlement"); (ii) the effective consolidation of all issued and outstanding Common Shares on a 10:1 basis, whereby every ten old Common Shares will be exchanged for one new post-consolidated Common Share (the "Share Consolidation"); (iii) the change of the Company's name to "Antioquia Gold Inc." (the "Name Change"); (iv) continuance of the Company under the Business Corporations Act (Alberta) (the "Continuance"); (v) the completion of the transactions contemplated by the share exchange agreement with Am-Ves Resources Inc. ("Am-Ves"), pursuant to which the Company would acquire (the "Acquisition") all of the issued and outstanding common shares of Am-Ves in exchange for the post-consolidated Common Shares of the Company; (vi) a private placement of up to 4,020,000 units (the "Units") of the Company (the "Private Placement") at $0.20 per Unit, with one Unit comprised of one post-consolidated Common Share and one half of a warrant (a "Warrant"), with one full Warrant entitling the holder to purchase one post-consolidated Common Share at $0.30 per post-consolidated Common Share for 18 months from closing of the Private Placement; (vii) the holding of an annual and special shareholders meeting (the "Meeting") to seek approval for, among other things, the Debt Settlement, the Share Consolidation, the Name Change, the Continuance and the Acquisition; and (viii) seeking an Exchange listing.

24. Am-Ves, a private company, was incorporated on January 19, 2006 pursuant to the Business Corporations Act (Alberta). Am-Ves carries on the business of identifying and acquiring mineral prospects. Am-Ves has an option to acquire the Guayabito project, a gold property in the Antioquia region of Colombia (the "Guayabito Property").

25. The Meeting will be conducted in accordance with the OBCA and applicable securities legislation.

26. In respect of the Meeting, the Company will (i) prepare and distribute to the registered holders and beneficial owners of its securities a management information circular in accordance with the requirements of Form 51-102F5 Information Circular under NI 51-102, which will set out details of the Acquisition and will contain prospectus-level disclosure in respect of the Company, Am-Ves and the resulting issuer in accordance with section 14.2 of Form 51-102F5, (ii) comply with filing and delivery requirements in the OBCA and applicable securities legislation with respect to the management information circular and the form of proxy for the Meeting and (iii) comply with the financial statement and MD&A delivery requirements in sections 4.6 and 5.6 of NI 51-102.

27. The Debt Settlement constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") as two of the Company's major creditors who will be receiving Common Shares under the Debt Settlement are also directors of the Company. The Company is exempt under MI 61-101 from the requirements to obtain a formal valuation as the Common Shares are not listed on specified markets. At the Meeting, the Company will seek minority approval (as defined in MI 61-101) of the Debt Settlement. The February 2008 Material Change Report contained the information about the related party transaction required by section 5.2 of MI 61-101. The management information circular for the Meeting will contain the information required by section 5.3 of MI 61-101.

28. At the same time that the Company files the management information circular for the Meeting on SEDAR, the Company will file a compliant technical report under National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") with respect to the Guayabito Property on SEDAR, together with all consents and certificates of qualified persons required by NI 43-101.

29. The Private Placement will be completed in accordance with applicable securities legislation.

30. Forthwith after the revocation of the Cease Trade Order, the Company will issue and file a news release and file a material change report on SEDAR disclosing the revocation of the Cease Trade Order and outlining the Company's future plans.

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON being satisfied that to make this order would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to section 144 of the Act, that the Cease Trade Order be and is hereby revoked.

DATED this 5th day of March, 2008.