PRIVATE OFFERING MEMORANDUM

AMERICAN GOLD RESOURCES CORPORATION

950 17th Street, Suite 950

Denver, Colorado80202

150 Units

$6,000 per Unit

Through this Private Offering Memorandum, American Gold Resources Corporation (the “Company”) is offering up to 150 Units at a price of $6,000 per Unit.

Each Unit consists of 20,000 shares of the Company’s common stock and 10,000 Warrants.

Each Warrant entitles the holder to purchase one share of the Company’s common stock at a price of $3.60 per share at any time prior to May 31, 2011.

At the present time there is no market for the Company’s common stock and there is no assurance that a market for the Company’s common stock will ever develop.

The securities to be sold in this offering will be restricted securities as that term is defined in Rule 144 of the Securities and Exchange Commission. Notwithstanding the above, the Company has agreed to make appropriate filings with the Securities and Exchange Commission such that the shares of common stock sold in this offering, or which will be sold upon the exercise of the Warrants, will be available for public sale. See “Risk Factors” and Terms of Offering”.

This offering involves substantial risks concerning the Company and its business. See "Risk Factors".

THE SECURITIES OFFERED HAVE NOT BEEN REGISTERED WITH, NOR APPROVED OR DISAPPROVED BY, THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR BY THE SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND NO COMMISSION OR AUTHORITY HAS PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS PRIVATE PLACEMENT MEMORANDUM, NOR IS IT INTENDED THAT THEY WILL. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

May 31, 2006

Offering Sales Proceeds

Price (1) Commissions (2) to Company (3)

Per Unit $6,000 -- 6,000

Maximum $900,000 -- 900,000 ______

(1)The Units are being offered and sold to investors on a “best efforts” basis. There is no firm commitment by any person to purchase or sell any of the Units and there is no assurance that any Units offered will be sold. There is no minimum number of Units which are required to be sold in this offering. The Company may terminate this offering at any time.

(2)No commission will be paid to any person in connection with this offering.

(3)Before deducting other expenses of this offering payable by the Company, which are estimated to be $10,000.

NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (THE "MEMORANDUM") AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THE DELIVERY OF THIS MEMORANDUM AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH, OR APPROVED OR DISAPPROVED BY, THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, OR THE SECURITIES REGULATORY AGENCY OF ANY STATE, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED ON THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE INFORMATION CONTAINED IN THIS MEMORANDUM IS FURNISHED ON A CONFIDENTIAL BASIS FOR USE BY THE OFFEREE NAMED ON THE COVER PAGE OF THIS MEMORANDUM. BY ACCEPTANCE OF THIS MEMORANDUM, EACH OFFEREE AGREES THAT SUCH OFFEREE WILL NOT TRANSMIT, REPRODUCE, OR MAKE AVAILABLE TO ANY OTHER PERSON, EXCEPT SUCH OFFEREE'S AGENTS AND ADVISORS, THIS MEMORANDUM OR ANY APPENDICES OR DOCUMENTS SUPPLIED IN CONNECTION HEREWITH.

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED HEREBY, EXCEPT TO OR FROM THE PERSON TO WHOM THIS MEMORANDUM WAS DELIVERED BY, OR ON BEHALF OF, THE COMPANY. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, IN ANY STATE OR OTHER JURISDICTION IN WHICH, OR TO ANY PERSON TO WHOM, SUCH OFFER OR SOLICITATION IS UNLAWFUL OR UNAUTHORIZED.

THIS MEMORANDUM HAS BEEN PREPARED SOLELY FOR, AND SHOULD BE USED ONLY IN CONNECTION WITH, A PROSPECTIVE INVESTOR'S CONSIDERATION OF AN INVESTMENT IN THE SECURITIES OF THE COMPANY DESCRIBED HEREIN.

THIS OFFER MAY BE WITHDRAWN AT ANY TIME AND IS SPECIFICALLY MADE SUBJECT TO THE TERMS DESCRIBED IN THIS MEMORANDUM. THE COMPANY RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTION, IN WHOLE OR IN PART, OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SHARES SUBSCRIBED FOR BY SUCH PROSPECTIVE INVESTOR. ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND MUST NOT BE RELIED UPON.

PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM, THE OTHER DOCUMENTS DELIVERED HEREWITH, IF ANY, OR ANY OTHER COMMUNICATION FROM THE COMPANY AS INVESTMENT OR LEGAL ADVICE. THIS MEMORANDUM, THE OTHER DOCUMENTS DELIVERED HEREWITH, AND ANY SUCH OTHER MATERIALS, AS WELL AS THE NATURE OF AN INVESTMENT IN THE SECURITIES OFFERED HEREBY, SHOULD BE REVIEWED BY EACH PROSPECTIVE INVESTOR AND SUCH INVESTOR'S INVESTMENT, TAX, LEGAL, ACCOUNTING AND OTHER ADVISORS.

NO GENERAL SOLICITATION WILL BE CONDUCTED AND NO OFFERING LITERATURE OR ADVERTISING IN ANY FORM WILL OR MAY BE EMPLOYED IN THE OFFERING OF THE SECURITIES OFFERED HEREBY, EXCEPT FOR THIS MEMORANDUM (INCLUDING AMENDMENTS AND SUPPLEMENTS HERETO) AND THE DOCUMENTS SUMMARIZED HEREIN OR ENCLOSED HEREWITH. NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS MEMORANDUM OR IN THE DOCUMENTS SUMMARIZED HEREIN OR ENCLOSED HEREWITH AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON.

NASAA UNIFORM LEGEND

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

FLORIDA RESIDENTS

ANY SALE TO A RESIDENT OF FLORIDA IS VOIDABLE BY THE PURCHASER WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE COMPANY, ANY AGENT OF THE COMPANY, OR TO ANY ESCROW AGENT.

SUMMARY

THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION APPEARING ELSEWHERE IN THIS PRIVATE OFFERING MEMORANDUM.

The Company plans to engage in the exploration and development of gold and silver mining properties. As of the date of this Private Offering Memorandum the Company had an interest in one mining property.

The Company was incorporated in Colorado on November 16, 2005. The Company’s offices are located at 950 17th Street, Suite 950, Denver, Colorado80202. The Company’s telephone number is 303-894-3100 and its fax number is 303-894-3101.

The Offering

Securities OfferedUnits. Each Units consists of 20,000 shares of the Company’s common stock and 10,000 Warrants

Price Per Unit$6,000

Shares Outstanding Prior to Offering 4,000,000

Shares Outstanding After Offering 7,000,000 (1)

(1)Assumes all Units offered are sold but none of the Warrants (forming a part of the Units) are exercised.

The purchase of the securities offered by this Private Offering Memorandum involves a high degree of risk. Risk factors include the lack of any operating history, the need for capital and the lack of any proven reserves. See the “Risk Factors" section of this Private Offering Memorandum for additional Risk Factors.

Use of Proceeds

The net proceeds from this Offering will be used primarily for the exploration and development of mineral Properties. Even if all the shares offered are sold, the Company will need to obtain additional capital to finance its proposed operations. See "Risk Factors" and “Use of Proceeds”.

Financial Information

The Company was incorporated in Colorado on November 16, 2005. As of the date of this Private Offering Memorandum the Company did not have any material assets, had liabilities of approximately $65,000 and had not generated any revenue. Accordingly, the Company’s financial statements are not included as part of this Private Offering Memorandum since such financial statements, as a whole, are not material.

Forward Looking Statements

This Private Offering Memorandum contains various forward-looking statements that are based on the Company’s beliefs as well as assumptions made by and information currently available to the Company. When used in this Private Offering Memorandum, the words "believe", "expect", "anticipate", "estimate" and similar expressions are intended to identify forward-looking statements. Such statements may include statements regarding and are subject to certain risks, uncertainties and assumptions which could cause actual results to differ materially from projections or estimates. Factors which could cause actual results to differ materially are discussed at length under the heading “Risk Factors”. Should one or more of the enumerated risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Investors should not place undue reliance on forward-looking statements, all of which speak only as of the date made.

RISK FACTORS

Investors should be aware that this offering involves certain risks, including those described below, which could adversely affect the value of the Company’s common stock. The Company does not make, nor has it authorized any other person to make, any representation about the future market value of the Company’s common stock. In addition to the other information contained in this Private Offering Memorandum, the following factors should be considered carefully in evaluating an investment in the Company’s common stock.

The Company is in the development stage and has conducted only limited operations.

As of the date of this Private Offering Memorandum the Company:

  • had not commenced operations,
  • had not generated any revenue, and
  • did not have any proven reserves.

There can be no assurance that the Company can implement its business plan, that it will be profitable, or that the shares which may be sold in this Offering will have any value.

Offering Proceeds - Need for Additional Capital

The capital required for exploration and development of mining properties is substantial. Even if the Company finds a valuable deposit of minerals, it may be several years before production is possible.

This Offering is being conducted on a "best efforts" basis. There is no minimum number of Units required to be sold in this Offering. If only a small number of Units are sold (and absent funding from any other source), the amount received from investors may not provide any significant benefit to the Company. The Company will need at least $200,000 in capital before it can commence operations. Although the Company believes it can begin operations once $200,000 is raised, the Company’s estimate in this regard may prove to be low. Further, there is no assurance how long the Company can remain in operation if it only raises $200,000. In the event that less than $200,000 is raised in the Offering, the Company may attempt to obtain funding from other sources. Even if all Units offered are sold, the Company may need to obtain additional capital until the time, if ever, that the Company is able to earn a profit.

The Company does not know what the terms of any future capital raising may be but any future sale of the Company’s equity securities would dilute the ownership of existing stockholders and could be at prices substantially below the price of the shares of common stock sold in this offering. The failure of the Company to obtain the capital which it requires will result in the slower implementation of the Company’s business plan or the inability of the Company to implement its business plan. There can be no assurance that the Company will be able to obtain any capital which it will need.

THE COMPANY’S EARNINGS WILL BE AFFECTED BY THE PRICE OF GOLD AND SILVER.

The Company’s revenues will primarily be derived from the sale of gold and silver. As a result, the Company’s earnings will be directly related to the prices of these metals. Gold and silver prices fluctuate widely and are affected by numerous factors including:

  • expectations for inflation;
  • speculative activities;
  • relative exchange rate of the U.S. dollar;
  • global and regional demand and production;
  • political and economic conditions; and
  • production costs in major producing regions.

These factors are beyond the Company’s control and are impossible to predict. If the market prices for these metals fall below the costs to produce them for a sustained period of time, the Company may have to discontinue its exploration, development or mining operations.

THE DEVELOPMENT OF NEW ORE BODIES MAY COST MORE AND PROVIDE LESS RETURN THAN ESTIMATED.

The Company’s operations will be dependent to a large extent on its ability to develop new ore bodies and/or expand existing mining operations. Before it can begin a development project, the Company must first determine whether it is economically feasible to do so. This determination will be based on estimates of several factors, including:

  • reserves;
  • expected recovery rates of metals from the ore;
  • facility and equipment costs;
  • capital and operating costs of a development project;
  • future metals prices;
  • comparable facility and equipment costs; and
  • anticipated climate conditions.

Some mining prospects may have no operating history upon which to base any estimates, in which case estimates will be based in large part on the Company’s interpretation of geological data, a limited number of drill holes, and other sampling techniques. Actual operating costs and returns from a development project may differ substantially from estimates, causing the project to be uneconomical.

THE COMPANY’S MINERAL EXPLORATION EFFORTS MAY NOT BE SUCCESSFUL.

The Company must continually replace ore reserves depleted by production. The Company’s ability to replace depleted ore reserves will depend on the success of its exploration program. Mineral exploration, particularly for gold and silver, is highly speculative, involves many risks and is often nonproductive. Even if the Company finds a valuable deposit of minerals, it may be several years before production is possible.

During that time, it may not be economically feasible to produce gold or silver. Establishing ore reserves requires substantial capital expenditures and, in the case of new properties, to construct mining and processing facilities. As a result of these costs and uncertainties, the Company may never be profitable.

THE COMPANY WILL FACE STRONG COMPETITION FROM OTHER MINING COMPANIES FOR THE ACQUISITION OF PROPERTIES.

Mines have limited lives and as a result, the Company must continually seek to replace and expand reserves through the acquisition of new properties. In addition, there is a limited supply of desirable mineral lands available in the United States and other areas where the Company would consider conducting exploration and/or production activities. The Company will face strong competition for new properties from other mining companies, many of which have greater financial resources than the Company. As a result, the Company may be unable to acquire attractive new mining properties on terms that considered acceptable.

THE TITLES TO SOME PROPERTIES MAY BE DEFECTIVE.

Unpatented mining claims may constitute a significant portion of the Company’s property holdings. The validity of unpatented mining claims is often uncertain and may be contested. In accordance with mining industry practice, the Company will not generally obtain title opinions until it decides to develop a property. Therefore, while the Company will attempt to acquire satisfactory title to undeveloped properties, some titles may be defective.

THE COMPANY’S OPERATIONS MAY BE ADVERSELY AFFECTED BY RISKS AND HAZARDS ASSOCIATED WITH THE MINING INDUSTRY.

The Company’s business will be subject to a number of risks and hazards including:

  • environmental hazards;
  • political and country risks;
  • industrial accidents;
  • labor disputes;
  • unusual or unexpected geologic formations;
  • cave-ins;
  • explosive rock failures; and
  • flooding and periodic interruptions due to inclement or hazardous weather conditions.

Such risks could result in:

  • damage to or destruction of mineral properties or producing facilities;
  • personal injury;
  • environmental damage;
  • delays in mining;
  • monetary losses; and
  • legal liability.

For some of these risks, the Company plans to maintain insurance to protect against losses at levels consistent with industry practice. However, the Company may not be able to maintain this insurance, particularly if there is a significant increase in the cost of premiums. Insurance against environmental risks may generally be either unavailable or too expensive, in which case the Company would not maintain environmental insurance. To the extent the Company is subject to environmental liabilities, it would have to pay for these liabilities. Moreover, in the event that the Company is unable to fully pay for the cost of remedying an environmental problem, the Company might be required to suspend operations or enter into other interim compliance measures.

THE COMPANY WILL BE REQUIRED TO OBTAIN GOVERNMENT PERMITS IN ORDER TO CONDUCT MINING OPERATIONS.

In the ordinary course of business, mining companies are required to obtain government permits for mining operations. Obtaining the necessary government permits is a complex and time-consuming process involving numerous jurisdictions and often involving public hearings and costly undertakings. The duration and success of efforts to obtain permits will be contingent upon many variables not within the Company’s control. Obtaining environmental protection permits, including the approval of reclamation plans, may increase costs and cause delays depending on the nature of the activity to be permitted and the interpretation of applicable requirements implemented by the permitting authority. There can be no assurance that all necessary permits will be obtained and, if obtained, that the costs involved will not exceed those previously estimated. It is possible that the costs and delays associated with the compliance with such standards and regulations could become so significant that the Company would not proceed with the development or operation of a mine or mines.