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File: Early Warning Press Release re AGEI (Aug 22-2014).docx

PRESS RELEASE - FOR IMMEDIATE RELEASE
America's Gold Exploration, Inc.
2131 Stone Hill Circle, Reno, Nevada, USA, 89519

EARLY WARNING REPORT ISSUED PURSUANT TO NATIONAL INSTRUMENT 62-103 PURCHASE OF UNITS OF PHOENIX GOLD RESOURCES CORP. 
Date: August 22, 2014 - Reno, Nevada: America's Gold Exploration, Inc. ("AGEI").  This press release is being dissemin
--->ated as required by National Instrument 62-103 The Early Warning System and Related Take Over Bids and Insider Reporti
--->ng Issues in connection with the filing of an early warning report (the "Early Warning Report") regarding the acquisit
--->ion of securities of Phoenix Gold Resources Corp. (the "Company") by AGEI of 2131 Stone Hill Circle, Reno, Nevada, USA
--->, 89519.
The Company completed a shares-for-debt debt settlement transaction (the "Debt Settlement") with AGEI to settle a debt
---> of $48,390 owed to AGEI by issuing and aggregate of 483,900 common shares (the "Shares") of the Company to AGEI at a 
--->deemed price of $0.10 per share.
AGEI is controlled and majority owned by Don McDowell, Vice-President Corporate Development of the Company, and now ow
--->ns an aggregate of 5,956,400 common shares of the Company, which represents approximately a 17.7% undiluted interest i
--->n the Company, which is an increase from 16.5%.
The Shares acquired pursuant to the Debt Settlement were acquired for investment purposes as a means of settling the i
--->ndebtedness owed to AGEI by the Company and AGEI may increase or decrease its beneficial ownership or control in the C
--->ompany depending on market or other conditions.  All Shares issued are subject to a four (4) month hold period.
A copy of the Early Warning Report may be found on www.SEDAR.com.
For further information please contact:
Glenn Laing
Chief Executive Officer & President
Phoenix Gold Resources Corp.
Telephone: (647) 865-3101
E-mail: glaing@silverbridgecapital.com

Cautionary Note
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.
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with t
--->his restriction may constitute a violation of U.S. securities laws.