Evolving Gold Corp. (CSE: EVG) is pleased to announce that it has completed an over-subscribed non-brokered private placement of 10,053,000 subscription receipts at a price of $0.50 per Receipt for gross proceeds of $5,026,500.00. Proceeds from the Financing are being held in escrow pending completion of the Company’s proposed acquisition of all of the outstanding share capital of Elephant Capital Corp., which was announced by the Company on October 29, 2021. Following completion of the Transaction, each Receipt will be automatically converted into one common share of the Company and one common share purchase warrant of the Company, with each warrant entitling the holder thereof to purchase one additional common share of the Company at a price of $1.25 per share until March 8, 2026.

Net proceeds of the Financing will be used for working capital and general corporate purposes of the Company upon completion of the Transaction. All securities issued in connection with the Financing are subject to a statutory hold period expiring on July 9, 2022.

In connection with completion of the Transaction and the conversion of the Receipts, the Company will issue 100,530 common shares to Winchester Advisory Ltd., and 100,530 to Fiore Management and Advisory Corp., an arms’-length third parties, for administrative services rendered in connection with the Financing.

The company will also pay an aggregate finders’ fee of $175,000 cash and issue an aggregate of 350,000 common share purchase warrants to certain arms’-length third parties who assisted in introducing the parties to the Financing. Each Broker Warrant entitles the holder to purchase one common share at a price of $1.25 until March 7, 2026.

Completion of the Transaction remains subject to several conditions, including the completion of satisfactory due diligence, the negotiation and finalization of definitive documentation, receipt of any required regulatory and third-party consents, approval of the Canadian Securities Exchange, and the satisfaction of other customary closing conditions. Trading in the Company’s common shares is currently halted, and it is anticipated that trading will remain halted until completion of the Transaction.