/NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
VANCOUVER, Jan. 29 /CNW/ - Evolving Gold Corp. (TSX-V:EVG) (OTCBB: EVOGF)
(FSE:EV7) (the "Company" or "Evolving Gold") announced today that its Board of
Directors has approved the adoption of a shareholder Rights Plan Agreement
(the "Rights Plan"). The Rights Plan is being adopted to ensure the fair
treatment of all Evolving Gold shareholders in connection with any take-over
bid for the outstanding common shares of Evolving Gold. The Rights Plan will
provide shareholders with adequate time to properly evaluate and assess a
take-over bid without facing undue pressure or coercion. The Rights Plan also
provides the Board with additional time to consider any take-over bid and, if
applicable, to explore alternative transactions in order to maximize
The Rights Plan is not designed to prevent take-over bids that treat
Evolving Gold shareholders fairly. Pursuant to the terms of the Rights Plan,
any bid that meets certain criteria intended to protect the interests of all
shareholders are deemed to be "Permitted Bids". A Permitted Bid must be made
by way of a take-over bid circular prepared in compliance with applicable
securities laws and, in addition to certain other conditions, must remain open
for 60 days. In the event a take-over bid does not meet the Permitted Bid
requirements of the Rights Plan, the rights issued under the plan will entitle
shareholders, other than any shareholder or shareholders involved in the
take-over bid, to purchase additional common shares of Evolving Gold at a
significant discount to the market price of the common shares at that time.
CEO, Robert Bick explains, "The Dividend-in-Kind transaction (news
release dated Jan. 24, 2008) and this proposed Shareholder Rights Plan are
intended to protect, preserve and maximize shareholder value. While the Rights
Plan is not being adopted in response to any proposal to acquire control of
Evolving Gold, the Management and the Board of Directors feel it is prudent to
create the maximum flexibility in the event of such an eventuality."
The Rights Plan is subject to approval by the TSX Venture Exchange and
will be presented for ratification by the shareholders at the Evolving Gold
Special Shareholder meeting to be held by no later than March 20, 2008. If
ratified by shareholders, the Rights Plan will have a term of three years.
About Evolving Gold Corp.
Evolving Gold Corp. is an emerging gold exploration and development
company focused on building value through the acquisition and exploration of
world class prospective gold prospects in the southwestern United States. The
Company is actively exploring 9 separate gold properties, primarily in known,
producing gold trends in the state of Nevada. Evolving has recently completed
first rounds of drilling at the Malone (NM) and Fisher Canyon (NV) gold
prospects (assays pending) and is currently drilling at their large Sheep
Creeks (Carlin District) and Siesta (Sleeper District) gold prospects which
Evolving has acquired by staking in north-central Nevada.
In total, Evolving holds over 90,000 acres of exploration lands in
Nevada, Wyoming and New Mexico.
In compliance with National Instrument 43-101 ("NI 43-101") Lawrence A.
Dick, Ph.D., P.Geo. is the Qualified Person responsible for the accuracy of
this news release.
For more information visit www.evolvinggold.com.
On Behalf of the Board of Directors
EVOLVING GOLD CORP.
Lawrence A. Dick, Ph.D., P.Geo.
President and Director
FORWARD LOOKING STATEMENTS: This document includes forward-looking
statements as well as historical information. Forward-looking statements
include, but are not limited to the continued advancement of Evolving's
general business development, research development and/or Evolving's
development of mineral exploration projects. When used in this document, the
words "anticipate", "believe", "estimate", "expect", "intent", "may",
"project", "plan", "should" and similar expressions are intended to be among
the statements that identify forward-looking statements. Although Evolving
Gold Corp. believes that their expectations reflected in these forward looking
statements are reasonable, such statements involve risks and uncertainties and
no assurance can be given that actual results will be consistent with these
forward-looking statement. Important factors that could cause actual results
to differ from these forward-looking statements include the potential that
Evolving's mineral deposit(s), fluctuations in the marketplace for the sale of
minerals, the inability to implement corporate strategies, the ability to
obtain financing and other risks disclosed in our annual report on Form 20F
filed with the U.S. Securities and Exchange Commission and filings made with
the British Columbia Securities Commission.
Not For Distribution to U.S. Newswire Services or for Dissemination in
The United States
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release.
For further information:
For further information: Evolving Gold Corp., Robert Bick, CEO,
email@example.com, Direct (604) 639-0430, Toll Free 1-866-604-3864,
www.evolvinggold.com OR Renmark Financial Communications Inc, Christopher
Wells, firstname.lastname@example.org; James Buchanan,
email@example.com, Tel.: (514) 939-3989, Fax: (514) 939-3717,
www.renmarkfinancial.com OR Excelsior Communications Inc., Miranda Bradley,
Managing Partner, firstname.lastname@example.org, Direct (416) 860-2509,