Evolving Gold Corp. (EVOGF: OTC Link) | Evolving Gold Announces Private Placement Offering


Evolving Gold Announces Private Placement Offering

Aug 19, 2011

OTC Disclosure News Service

Vancouver, BC, Canada –

This news release is intended for distribution in Canada only and is not intended for distribution to United States news wire services or dissemination in the United States.


Evolving Gold Announces Private Placement Offering

August 19, 2011, Vancouver, British Columbia: Evolving Gold Corp. (TSX: EVG, OTCQX: EVOGF, FSE: EV7) (the “Company”) announces its intention to complete a non-brokered private placement (the “Offering”) to fund continued exploration on its Nevada gold projects. In connection with the Offering the Company will issue up to 10,290,000units at a price of C$0.56 per unit for gross proceeds of $5,762,400.  The units being offered pursuant to the Offering are comprised of one common share (each a “Common Share”) and one-half of one common share purchase warrant (each whole purchase warrant, a“Warrant”).  Each Warrant will entitle the holder thereof to acquire one common share of the Company at a price of $0.75for a period of eighteen months from the date of issue of the Warrants.  The Company may pay a finder’s fee on the Offering upon regulatory approval.

Closing of the Offering is expected to occur on or about August 23, 2011 and has been conditionally approved by the Toronto Stock Exchange.  The securities to be issued in the Offering will be subject to a four-month hold period in accordance with applicable Canadian securities laws.  The net proceeds of the Offering will be used for exploration of the Company’s gold properties in Nevada and for general corporate purposes.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended,and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.  This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities.  Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.

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 its gold discovery at Rattlesnake Hills, Wyoming. Currently the Company has drills operating on its Carlin-Humboldt and Jake Creek projects in Nevada and on its Rattlesnake Hills project in Wyoming.  For more information about Evolving Gold please visit: www.evolvinggold.com.

On Behalf of the Board of Directors



“William Gee”

William Gee

CEO and Director



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 maybe 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, except as required by law. We seek safe harbour.



The above news release has been provided by the above company via the OTC Disclosure and News Service. Issuers of news releases and not OTC Markets Group Inc. are solely responsible for the accuracy of such news releases.

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