Evolving Gold Corp.
CNSX : EVG
FRANKFURT : EV7
OTCQB : EVOGF

Evolving Gold Corp.

July 29, 2015 10:12 ET

Sale of Rattlesnake Hills Property to GFG Resources

VANCOUVER, BRITISH COLUMBIA--(Marketwired - July 29, 2015) - Evolving Gold Corp. (CSE:EVG)(FRANKFURT:EV7)(OTCQB:EVOGF) (the "Company" or "EVG") announces that further to its press release of June 30th, 2015, it has now closed the sale of the Rattlesnake Hills Project ("Rattlesnake Hills"). Rattlesnake Mining (Wyoming) Company, a 100% owned subsidiary of the Company, and the property owner and vendor, sold Rattlesnake Hills to GFG Resources (US) Inc. ("GFG"), a private company incorporated in the United States. The Rattlesnake Hills Project consists of claims covering almost 14,000 acres and is located in Natrona County, Wyoming, USA. Rattlesnake Mining (Wyoming) Company and GFG act at arm's length.

Under the Asset Purchase Agreement, GFG acquired the Rattlesnake Hills project by paying the following:

  • Payment of US$1,600,000:
    • US$150,000 upon signing of the LOI (paid as a non-refundable deposit);
    • US$564,000 paid at closing; and
    • US$286,000 held in trust until the RSH bond is transferred to GFG Resources (US) Inc.; and
    • US$600,000 on the first anniversary of the closing, secured by a non-interest bearing promissory note; and
  • Issuance of 2,000,000 common shares of GFG at closing. The shares will be subject to resale restrictions and hold periods under applicable securities laws in Canada and the United States.

Rattlesnake Mining (Wyoming) Company has retained a 2% net smelter return royalty with 1% available for purchase for US$1,000,000 on production arising from the mining claims, save and except for certain claims that are already subject to a pre-existing royalty. Rattlesnake Mining (Wyoming) Company may also be entitled to an additional 1,500,000 common shares of GFG in the event an independent NI 43-101 resource report defines an aggregate mineral resource (including the "inferred mineral resource", category within the meaning of NI 43-101) for Rattlesnake Hills of at least 1,000,000 ounces of gold within 4 years of closing.

It is anticipated that GFG will use reasonable commercial efforts to obtain a listing on a recognized stock exchange in Canada or the US prior to March 31st, 2016.

On Behalf of the Board of Directors

EVOLVING GOLD CORP.

R. Bruce Duncan, President, CEO and Director

Neither Canada Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canada Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.

FORWARD LOOKING STATEMENTS: This news release contains forward-looking statements, which relate to future events or future performance and reflect management's current expectations and assumptions. Such forward-looking statements reflect management's current beliefs and are based on assumptions made by and information currently available to the Company. Investors are cautioned that these forward looking statements are neither promises nor guarantees, and are subject to risks and uncertainties that may cause future results to differ materially from those expected. These forward-looking statements are made as of the date hereof and, except as required under applicable securities legislation, the Company does not assume any obligation to update or revise them to reflect new events or circumstances. All of the forward-looking statements made in this press release are qualified by these cautionary statements and by those made in our filings with SEDAR in Canada (available at www.sedar.com).

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