High American Gold Inc. - s. 4(b) of the Regulation

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (Alberta).

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, O. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF

ONTARIO REGULATION 289/00, AS AMENDED

(THE "REGULATION") MADE UNDER

THE BUSINESS CORPORATIONS ACT (ONTARIO),

R.S.O. 1990, c. B.16, AS AMENDED (THE "OBCA")

AND

IN THE MATTER OF

HIGH AMERICAN GOLD INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application (the "Application") of High American Gold Inc. (the "Company") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission for the Company to continue (the "Continuance") in another jurisdiction, as required by Subsection 4(b) of the Regulation;

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

AND UPON the Company having represented to the Commission that:

1. The Company was incorporated on November 12, 1996 pursuant to the 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's head office is located at 330 Bay Street, Suite 1120, Toronto, Ontario M5H 2S8.

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 as at the date hereof.

4. The Company intends to apply to the Director under the OBCA for authorization to continue into Alberta as a corporation under the Business Corporations Act (Alberta) (the "ABCA") pursuant to section 181 of the OBCA.

5. 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. The Company has applied for listing of the Common Shares on the Exchange.

6. The Company is an offering corporation under the provisions of the OBCA and a reporting issuer under the Securities Act (Ontario) (the "Act"). The Company is also a reporting issuer under the securities legislation of each of the provinces of British Columbia and Alberta. The Company is not a reporting issuer in any other jurisdiction in Canada.

7. Pursuant to clause 4(b) of the Regulation, where a corporation is an offering corporation under the OBCA, the Application for Continuance must be accompanied by a consent from the Commission.

8. The Company is not in default under any provision of the Act or the regulations or rules made under the Act and is not in default under the securities legislation of any other jurisdiction where it is a reporting issuer.

9. The Company is not a party to any proceeding nor, to the best of its knowledge, information and belief, any pending proceeding under the Act.

10. The application for Continuance is being made in connection with the proposed reverse take over transaction (the "RTO") with Am-Ves Resources Inc., a private company incorporated pursuant to the ABCA. As part of the RTO, the Company intends to consolidate the issued and outstanding Common Shares on a 10 for 1 basis, whereby every ten old Common Shares will be exchanged for one new post-consolidated Common Share, and to change its name to Antioquia Gold Inc. Upon completion of the RTO, the resulting issuer will be governed by the ABCA.

11. In addition, the Continuance is being sought because a majority of the directors and proposed officers of the Company are now resident in Alberta and the business of the Company is now being conducted from offices in Alberta.

12. Full disclosure of the reasons for and the implications of the proposed Continuance was included in the management information circular dated March 20, 2008 (the "Circular") for the annual and special meeting of shareholders of the Company, which was held on April 15, 2008, to, among other things, consider the Continuance (the "Meeting").

13. The Company's Continuance as a corporation under the ABCA was approved at the Meeting with the approval of 100% of the Common Shares voted on the proposal.

14. The shareholders had the right to dissent from the proposed Continuance under Section 185 of the OBCA, and the Circular disclosed full particulars of this right in accordance with applicable law. No shareholders elected to dissent.

15. The Company intends to remain a reporting issuer in Ontario and in the other jurisdictions where it is a reporting issuer.

16. The material rights, duties and obligations of a corporation governed by the ABCA are substantially similar to those of a corporation governed by the OBCA.

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

THE COMMISSION HEREBY CONSENTS to the continuance of the Company as a corporation under the ABCA.

DATED at Toronto, Ontario this 24th day of June, 2008.