Evolving Gold Corp.

Evolving Gold Corp.

November 03, 2009 15:34 ET

Evolving Gold Announces Bought Deal Private Placement Financing of $10,000,080

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 3, 2009) - Evolving Gold Corp. (TSX VENTURE:EVG) (FRANKFURT:EV7) ("Evolving" or the "Company") is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by National Bank Financial Inc. and Scotia Capital Inc. (the "Underwriters"), pursuant to which the Underwriters have agreed to purchase 11,111,200 units ("Units") of the Company on a bought deal basis, at a price of $.90 per Unit for aggregate gross proceeds to the Company of approximately $10,000,080. Each Unit will consist of one common share (a "Common Share") and one-half of one common share purchase warrant (each whole purchase warrant, a "Warrant"). Each Warrant will entitle the holder to acquire one Common Share at a price of $1.25 for a period of two (2) years from closing.

The offering is scheduled to close on or about November 24, 2009. The offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and the securities regulatory authorities.

The proceeds of the offering will be used for exploration of the Company's properties and for general corporate purposes, in particular for exploration, drilling, permitting, and other studies to move the Rattlesnake Hills project in Wyoming toward prefeasibility.

The Company will pay the Underwriters a cash commission of 5.0% of the number of Units sold under the offering. In addition, the Underwriters will receive warrants to purchase 5.0% of the number of Units sold under the offering at $1.25 per Unit for a period of two (2) years from closing.

On Behalf of the Board of Directors


Robert Barker, CEO and Director

Investors can post questions and receive answers at the Evolving Gold Corp IR Hub at http://www.agoracom.com/IR/evolving

About Evolving

Evolving Gold is focused on exploring its significant discovery at Rattlesnake Hills, Wyoming, an alkalic gold system, similar to the Cripple Creek gold district in Colorado. Evolving Gold has the option to acquire 100% of the Rattlesnake Hills project.

Evolving also has nine other gold properties in New Mexico, Nevada in the United States, and southern Nunavut in Canada, including a lease agreement with subsidiaries of Newmont Mining Corporation on four prospective gold properties (North Carlin District Properties) in the prolific Carlin Trend.

For more information about Evolving Gold please visit: www.evolvinggold.com. To receive regular updates or to receive a follow-up call from Investor Relations please sign up at: http://evolvinggold.com/sign-up.php.

In compliance with National Instrument 43-101, Quinton Hennigh, Ph.D., P.Geo., is the Qualified Person responsible for the accuracy of this news release.

FORWARD LOOKING STATEMENTS: This press release contains forward-looking statements, which address future events and conditions, which are subject to various risks and uncertainties. The Company's actual results and financial position could differ materially from those anticipated in such forward-looking statements as a result of numerous factors, some of which may be beyond the Company's control. These factors include: results of exploration activities and development of mineral properties, fluctuations in the marketplace for the sale of minerals, the inability to implement corporate strategies, the ability to obtain financing, currency fluctuations, general market and industry conditions and other risks disclosed in the Company's filings with Canadian Securities Regulators.

Forward-looking statements are based on the expectations and opinions of the Company's management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Neither 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.

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