Evolving Gold Closes First Tranche of Prosperity Goldfields Shares Sale, Restructures Carlin Nevada Property Payments

March 12th, 2012, Vancouver, British Columbia: Evolving Gold Corp. (TSX: EVG, OTCQX: EVOGF, FSE: EV7) ("Evolving Gold" or the "Company") is pleased to announce the closing of the first tranche of the sale of a portion of its interest in Prosperity Goldfields Corp. ("Prosperity") previously announced on February 28, 2012. The first tranche consists of aggregate proceeds of approximately $2,800,000 to Evolving Gold.

The Company expects the second tranche to close concurrent with the amalgamation (the "Amalgamation") of Smash Minerals Corp. and Prosperity, originally announced by the parties on January 5, 2012, subject to receipt of any required regulatory approvals. The second tranche consists of aggregate proceeds of approximately $1,200,000. All purchase funds in connection with the second tranche have been deposited in trust pending closing.

Proceeds from the sale will be used to advance exploration work on the Company's Nevada projects and for general working capital.

R. Bruce Duncan, CEO of the Company, stated "We are pleased to conclude this first tranche of the sale of Prosperity Goldfields shares. This sale raises a significant amount of money for Evolving Gold without any dilution to our shareholders. It will allow us to move forward with a robust drilling program at our Carlin, Humboldt and Jake Creek gold projects in Nevada."

The Company is also pleased to announce that it has re-negotiated the terms of the Humboldt Property lease payments which were made in connection with the land acquisition and aggregation carried out during 2008-10. The lease payments (expressed in US dollars) are secured by promissory notes, which were revised to the following terms:

 

  1. $3,200,000 bearing an interest rate of 4% until February 10, 2016, at which time the interest rate will be the Wall Street Journal bank prime lending rate (the "Prime Rate") plus 1%. Payments of $523,000 were made on February 10, 2012 and will be due each year thereafter until February 10, 2018 at which time the balance remaining will become due and payable.
  2. $1,800,000 bearing an interest rate of 4% until February 10, 2016, at which time the interest rate will be the Prime Rate plus 1%. Payments of $295,000 were made on February 10, 2012 and will be due each year thereafter until February 10, 2018 at which time the balance remaining will become due and payable.
  3. $2,200,000 bearing an interest rate of 4% until February 10, 2016, at which time the interest rate will be the Prime Rate plus 1%. Payments of $360,000 were made on February 10, 2012 and will be due each year thereafter until February 10, 2018 at which time the balance remaining will become due and payable.


The effect of the amendments are to reduce the annual cost of maintaining the Company's vast, highly-prospective land position on the prolific Carlin trend (Nevada), and to extend smaller payments over a longer period of time. In consideration for the amendment the Company will pay interest at the rate described above. This amendment ensures prudent and effective use of the Company's finances, with an increased focus of expenditures on drilling and exploration and discovery activities.

"We are pleased with these amendments to the lease payments, as they will help us focus on the exploration and discovery process on our highly prospective and large land holdings in our Carlin and Humboldt gold projects. As a management team we are committed to prudent financial management and ensuring an aggressive, discovery oriented exploration program," stated R. Bruce Duncan, CEO.

About Evolving Gold Corp.

Evolving Gold is focused on exploring its gold properties in and adjacent to the productive Carlin district of northern Nevada, and on advancing its gold discovery at Rattlesnake Hills, Wyoming. For more information about Evolving Gold please visit: www.evolvinggold.com.

On Behalf of the Board of Directors
EVOLVING GOLD CORP.

"R. Bruce Duncan"
R. Bruce Duncan
CEO and Director

FOR MORE INFORMATION, PLEASE CONTACT:
Investor Relations:

Rory Quinn
Tel: 604.630.0792
TF: 866.604.3864

 

 

 

 

 

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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