Evolving Gold Announces the Spin-Out of its North Carlin Area Properties and a $10 million Private Placement


    VANCOUVER, Jan. 24 /CNW/ - Evolving Gold Corp. (TSX-V:EVG) (OTCBB: EVOGF)
(FSE:EV7) ("Evolving") is pleased to announce a proposed dividend-in-kind
transaction involving the transfer of its North Carlin Area properties into a
new company, ("NewCo"). Best efforts will be made to ensure NewCo will be
publicly traded to enable Evolving Gold shareholders to realize the full
market value of North Carlin Area Properties.
    Evolving will transfer to NewCo four properties subject to the
Newmont Mining Corporation ("Newmont") agreement between Evolving and Newmont
(as previously announced December 5, 2007) ("Newmont Agreement") and several
other claim groups held by the Company in the North Carlin Area. (More
complete descriptions of these properties are found below.)
    Under the proposed dividend-in-kind, it is contemplated that each
Evolving shareholder shall receive one unit of NewCo for every three Evolving
shares held on the record date. Each such unit shall comprise one share of
NewCo and one transferable share purchase warrant, where one whole share
purchase warrant may be exercised to purchase one additional share of NewCo
for two (2) years from the commencement of trading. The exercise price will be
set at a 50% premium to the average of the closing trading prices of the NewCo
shares for their first five days of trading. Evolving will distribute units of
NewCo to Evolving shareholders subject to securities regulatory approval.
    A preliminary prospectus is currently being prepared and will be filed
with Canadian securities regulators. When the final prospectus has been
accepted for filing, a record date will be set for the distribution of the
    It is anticipated that NewCo will be financed by Evolving in the amount
of $5 million by way of convertible debt to meet NewCo's exploration
commitments for the first year.
    To provide initial funding for NewCo and to fulfill Evolving Gold's
ongoing exploration program, primarily on the Siesta and Rattlesnake Hills
properties, and for general corporate purposes, the Company is pleased to
announce that it has entered into an agreement with PI Financial Corp. (the
"Agent") to raise up to $10,000,000 by way of a best efforts private placement
(the "Private Placement").
    The Private Placement will consist of the issuance of up to
10,000,000 units ("Units") at a price of $1.00 per Unit. Each Unit consists of
one common share ("Share") and one half of one common share purchase warrant.
Each whole warrant entitles the holder thereof to purchase one additional
Share (a "Warrant Share") of the Company at an exercise price of $1.50 per
Warrant Share for two (2) years from the closing date of the transaction.
    The Company will pay the Agent a cash commission of 6.5% of the number of
Units sold under the Private Placement. In addition, the Agent will receive
agent's warrants equal in number to 7% of the number of Units sold under the
Private Placement, which will entitle the Agent to purchase one Share at an
exercise price of $1.25 for a period of two (2) years from closing.
    Evolving Gold's President, Dr. Lawrence Dick, P.Geo., explains, "We
believe that our portfolio of gold exploration properties situated along the
Carlin gold trend and the large land package we are currently drilling in
unexplored terrain between the Carlin and Getchell trends represents some of
the highest-potential, untested exploration ground in one of the world's most
prolific gold districts.
    "Our landholdings, including four projects being explored under an
agreement with Newmont, have been acquired based on innovative geological and
geophysical criteria to target additional, world-class gold deposits where
they are hidden beneath a veneer of alluvium and young volcanic rocks. These
projects, as a package, make for an ideal stand-alone company.
    "Evolving Gold will continue to focus on incubating new projects and
moving forward with exploration of our large land package south of the
high-grade, past-producing Sleeper deposit, where we have recently begun an
aggressive drilling program. As well, Evolving will carry out a significant
diamond drill program on our recently-signed Rattlesnake Hills gold project in
Wyoming, where historic drill intersections indicate excellent potential for
the discovery of additional mineralization. Rattlesnake Hills provides
Evolving with an advanced exploration project and an opportunity to expand the
open resource.
    "With the number and quality of projects in our portfolio, I firmly
believe that NewCo and the dividend-in-kind transaction is the best way for
Evolving shareholders to receive maximize value from our exploration

    North Carlin Area Properties

    Sheep Creeks (Evolving-Newmont Joint Venture and Evolving Claims)

    These lands lie approximately 25 miles north of the town of
Battle Mountain, Nevada. Approximately 10,500 acres of Newmont held surface
and minerals has been combined with Evolving Gold's 39,200 acres of staked
claims to form the Sheep Creeks project area. Evolving's land package also
includes an additional 9,000 acres of miscellaneous claims in the Sheep Creeks
area. All of the project area is covered by alluvium and volcanic rocks, but
gravity data suggest basement rocks (which are the host rocks to the region's
most important gold deposits) lie at reasonably shallow depth under several
    Evolving geologists believe these gravity blocks may hold "pieces" of the
Carlin Trend that has become disarticulated during Miocene extensional
tectonism. If so, they could represent a large area of untested ground in one
of the most prolific gold belts on earth.
    Evolving is currently drilling a series of 300-500 m deep, vertical holes
in several strategic areas to test this concept. Our first hole, while
terminated before reaching its target depth due to technical problems,
intersected what are interpreted to be sedimentary rocks underlying a cover of
non-altered, much younger volcanic rocks which cover the entire project area.
These sediments exhibit extreme hydrothermal alteration and anomalous gold and
pathfinder elements (see press release dated January 23, 2008), supporting
Evolving's geological model.

    Boulder Valley (Evolving-Newmont Joint Venture)

    The Boulder Valley project area comprises approximately 10,700 acres of
Newmont-held surface and mineral rights and 1,850 acres of Newmont-held lode
claims on Bureau of Land Management lands covering a series of low, rolling
hills approximately two miles west of the Genesis-Blue Star and Post-Betze
(Barrick and Newmont) mines of the northern Carlin Trend. Gold deposits of
this part of the Carlin Trend are situated along the crest and flanks of the
Tuscarora Arch, a north-northwest-trending geologic anticline. Gravity data
suggest that the hills on the property are underlain by a block of shallowly
buried basement rock.
    Evolving geologists believe that this gravity block "slid" into its
present position after faltering off of the Tuscarora Arch during Miocene
crustal extension. If so, there is a possibility that the same rocks hosting
the enormous deposits to the east lie at shallow depth under the property.
Evolving plans to test this conceptual target with a "fence" of evenly spaced,
300-500 m deep, vertical holes across the property.

    Carlin (Evolving-Newmont Joint Venture and Evolving Claims)

    The Carlin project area is situated between the Gold Quarry (Newmont) and
Rain mines of the Carlin Trend and comprises approximately 5,300 acres of
Newmont-held surface and minerals and 3,070 acres of Newmont-held lode claims
combined with a further 1,750 acres of Evolving's claims. Although much of
this area is covered by a veneer of gravel belonging to the Miocene Carlin
Formation, gravity data suggests basement rocks, like those that host the
adjacent deposits of trend, lie at shallow depth. Evolving geologists plan to
use the projections of major structures associated with mineralization at
nearby deposits, as well as other geologic data, to help develop drill targets
on the property.

    Cottonwood Creek (Evolving-Newmont Joint Venture)

    The Cottonwood Creek project area comprises approximately 2,130 acres of
Newmont-held lode claims and lies approximately 3 miles northeast of
Newmont's Gold Quarry mine. The property lies on the northeast flank of the
Tuscarora Arch, directly opposite the Gold Quarry deposit which is situated on
the southwest flank. Evolving plans to drill several 300-500 m holes testing
for a potential "mirror" of the Gold Quarry deposit.


    Although this is the present intention of Management of the Company,
there can be no assurance that the transactions described herein will proceed
on the basis described, or at all, and the Board of Directors of the Company
reserves the right to change any aspect of the dividend-in-kind transaction at
it discretion. The Private Placement and other transactions herein are subject
to regulatory approval and third part consents as may be required.

    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

    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.

    This news release does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities in the United States. The securities
have not been and will not be registered under the United States Securities
Act of 1933, as amended (the "U.S. Securities Act") or any state securities
laws and may not be offered or sold within the United States or to
U.S. Persons unless registered under the U.S. Securities Act and applicable
state securities laws or an exemption from such registration is available.

    Not For Distribution to US 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,
robert@evolvinggold.com, Direct (604) 639-0430, Toll Free 1-866-604-3864,
www.evolvinggold.com; Renmark Financial Communications Inc, Christopher Wells:
cwells@renmarkfinancial.com, James Buchanan: jbuchanan@renmarkfinancial.com,
Tel.: (514) 939-3989, Fax: (514) 939-3717, www.renmarkfinancial.com; Excelsior
Communications Inc., Miranda Bradley, Managing Partner,
miranda@excelsiorcommunications.com, Direct (416) 860-2509,

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