September 5th, 2018, Vancouver, British Columbia: Evolving Gold Corp. (CSE: EVG) (FSE: EV7) (OTCB: EVOGF) (the “Company” or “EVG”) announces that it has executed a non-binding Letter of Intent (“LOI”) to acquire Bocana Resources Ltd. (“Bocana”), a private company with mineral property interests in South America.
The acquisition of Bocana will constitute a “fundamental change” for EVG under CSE policies; and consequently:
1. EVG has halted trading of its common shares on the CSE. Unless the transaction with Bocana fails to close, the Company does not expect its shares will resume trading again until the transaction has been accepted by the CSE; and
2. EVG may be required to call a special meeting of its shareholders to approve the acquisition.
In conjunction with the acquisition of Bocana, and as conditions to closing:
(i) EVG will consolidate its 15,722,378 currently issued and outstanding common shares on a 3 to 2 basis, to have approximately 10,481,585 common shares outstanding and will continue under the Canada Business Corporations Act;
(ii) Certain EVG management contracts and compensation agreements with directors and officers will be cancelled;
(iii) EVG’s Board of Directors will resign and be replaced with representatives nominated by Bocana; and new management will be appointed,
(iv) Bocana will complete a non-brokered private placement to raise up to $1,200,000 through the issuance of up to 12,000,000 units at $0.10 per Unit (the “Bocana Offering”). Each Unit will be comprised of one Bocana common share and one-half of one Bocana share purchase warrant exercisable at $0.25 for 24 months. The proceeds of the private placement will be used towards anticipated costs of the transaction with EVG, the settlement of certain of Bocana’s debts, and a proposed work program on properties that Bocana is currently negotiating with certain governmental entities in South America;
(v) Bocana will reduce its debt to $600,000 which debt will bear interest at 3% per year and be payable on the earlier of 24 months or the date that $4,000,000 in debt or equity is raised;
(vi) all outstanding stock options in the capital of EVG will continue for the balance of their term (as adjusted for the consolidation);
(vii) EVG will obtain all necessary regulatory and shareholder approvals. EVG expects to call a special meeting of its shareholders as soon as it has received prospectus level disclosure from Bocana regarding it, its mineral properties and its management. Full details of the transactions will be set out in the information circular pertaining to such meeting and will be posted on SEDAR;
(viii) EVG will change its name to Trillion Minerals Corporation; and
(ix) EVG and Bocana will enter into a definitive formal agreement (share exchange agreement, plan of arrangement, amalgamation or such other form of agreement as may be determined); with closing thereunder to occur by November 30, 2018.
New Directors and Officers
After closing the transaction, the Company expects to appoint the following officers and directors:
Daniel Kunz - Executive Chairman & Director
Senior mining engineer and MBA with more than 35 years of experience in engineering, mine operations, management, accounting, and finance. Mr. Kunz was Director and President of Ivanhoe Mines Ltd, and was part of the team that discovered the massive Oyu Tolgoi copper-gold deposit in Mongolia. During his seven-year tenure, the market capitalization value of Ivanhoe Mines increased from $400 million to $4.4 billion. He was a founder of and served as CEO and President of MK Gold Company, a mine owner, producer and mining contractor. He was CEO & President of Jinshan Gold Mines during the construction and a Director during startup of the CSH Mine in China. He founded and for 10 years was CEO of US$110 million U.S. Geothermal, Inc.
Tim Turner – President and Director
Currently is President and CEO of Bocana Investments, S.A., an investment vehicle that has reviewed, invested in and worked on several mining opportunities in South America. Mr. Turner has a BBA in Petroleum Land Management from the University of Texas at Austin and has over 37 years of varied oil, gas and mineral development experience including complex joint venture agreements; business partner operations and negotiating legal agreements involving acquisitions, joint operating agreements and the disposition of assets.
Tim Barry – Independent Director
Currently President & CEO of Silver Bull Resources - exploring a zinc/silver project in Mexico. Mr. Barry has over 19 years of exploration and management experience and has worked as a Consulting Geologist and manager on projects in Canada, Mexico, Australia, New Zealand, Mongolia and West and Central Africa. Mr. Barry currently serves as a director for Sanatana Resources Inc. Mr. Barry is a Chartered Professional Geologist (CPAusIMM). Mr. Barry holds a BSc in Geology from the University of Otago in New Zealand.
Charles E. Jenkins, BA, CPA, CGA - Chief Financial Officer
Mr. Jenkins will stay with the Company in his current role as Chief Financial Officer.
Peter Parsley – Vice President - Senior Geologist
Senior Geologist with over 32 years of experience in field exploration, drilling, sampling, logging, mine permitting, development, compliance and mine disturbance reclamation. Experience includes gold deposits in North America, Africa, Asia, and South America. He has a Master’s Degree in Geology, is a registered Professional Geologist, and has been working with Daniel Kunz & Associates from Boise, Idaho for the last 4 years.
Other directors will be added prior to the resumption of trading, and will be disclosed in subsequent news releases.
Terms of the Agreement
Pursuant to the LOI, EVG will issue post-consolidated common shares, on a one-for-one basis, to acquire all outstanding shares of Bocana. Following closing of the Bocana Offering (assuming it is fully subscribed), Bocana will have 66,500,000 shares outstanding. In accordance with CSE policies, EVG shares held by new principals (officers, directors, control persons) will be subject to escrow, to be released as to 10% on closing, with an additional 15% released every six months thereafter over 36 months.
About Bocana’s South American Prospects
Bocana, through its wholly owned subsidiaries, currently holds and anticipates securing a 100% interest in several new mineral concessions in South America. These concessions are currently being negotiated and finalized with the respective governmental and regulatory entities that issue these agreements. Full disclosure of Bocana’s mineral property interests will be provided upon settlement of all concessions.
On Behalf of the Board of Directors
EVOLVING GOLD CORP.
“R. Bruce Duncan”
President, CEO and Director
FOR MORE INFORMATION, PLEASE CONTACT:
Neither Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.