evg news..
posted on
Feb 02, 2011 09:28AM
Edit this title from the Fast Facts Section
VANCOUVER, Feb. 2 /CNW/ - Evolving Gold Corp. (TSX: EVG) (FSE: EV7) (the "Company" or "Evolving
Gold") announced today that its board of directors has set February 16,
2011 as the record date for the dividend-in-kind spin out transaction
(the "Spin Out") involving the transfer of the Company's option to
acquire the mineral claims forming the Kiyuk Lake gold property in
southern Nunavut (the "Kiyuk Property") to a new company, Prosperity
Goldfields Corp. ("Prosperity").
In connection with the Spin Out, the Company transferred to Prosperity
its interest in the option to acquire the Kiyuk Property in exchange
for common shares of Prosperity ("Prosperity Shares"). Prosperity also
completed a $1.5 million private placement with Evolving Gold pursuant
to which Prosperity issued 10,000,000 units to Evolving Gold at a
deemed price of $0.15 per unit, each unit consisting of one Prosperity
Share and one half of one share purchase warrant. Pursuant to the terms
of a funding agreement, all transaction costs related to the Spin Out
up to a maximum of $300,000 have been and will be paid by Evolving
Gold. Prosperity has agreed to reimburse Evolving Gold for the payment
of the transaction costs through the issuance of Prosperity Shares to
Evolving Gold at a deemed price of $0.15 per Prosperity Share.
Assuming the maximum of $300,000 of transaction costs are incurred in
connection with the Spin Out, Prosperity expects to issue up to
2,000,000 Prosperity Shares to Evolving Gold pursuant to the terms of
the funding agreement.
Under the dividend-in-kind, subject to applicable securities laws,each Evolving Gold shareholder will receive one Prosperity Share for
every ten Evolving Gold shares held on the record date, and the number
of Prosperity Shares to be issued will be rounded down to the nearest
whole number of Prosperity Shares. The payment date for the
dividend-in-kind is on or about March 3, 2011. Upon completion of the
Spin Out and the receipt of Prosperity Shares for the reimbursement of
transaction costs, Evolving Gold expects to hold approximately 48.5% of
the outstanding Prosperity Shares.
The record date is February 16, 2011. The ex-dividend date, the date as
of which a purchaser of Evolving Gold common shares will no longer be
entitled to receive any Prosperity Shares pursuant to the Spin Out, is
February 14, 2011.
Prosperity has filed a preliminary prospectus in all provinces and
territories of Canada and this preliminary prospectus is available on
SEDAR under Prosperity's profile. Prosperity expects to file a final
prospectus relating to the dividend-in-kind on or about February 2,
2011. The TSX Venture Exchange ("TSXV") has conditionally approved the
listing of the Prosperity Shares on the TSXV under the symbol "PPG",
subject to customary listing conditions. The final prospectus will be
available on SEDAR under Prosperity's profile. Copies of the final
prospectus will also be mailed to Evolving Gold shareholders of record
on the record date.
Evolving Gold believes that the fair market value, as at the date of
completion of the Spin Out, of the Prosperity Shares to be distributed
will be $0.15 per Prosperity Share.
As described in further detail in the prospectus, no Prosperity Shares
will be issued to shareholders who are (or are deemed to be)
non-residents of Canada. Rather, such Prosperity Shares will be
delivered to a trustee for sale in the open market following the
dividend-in-kind and the net proceeds will be delivered to non-resident
shareholders, net of any withholding taxes. Shareholders who fail to provide a declaration of Canadian residency on
or before March 2, 2011 in the form that will be provided may be deemed
to be a non-resident for these purposes. Canadian shareholders who hold
their shares in Evolving Gold through a brokerage or other account are
therefore urged to contact their brokers to avoid being deemed a
non-resident. The form of residency declaration will also be available on Evolving
Gold's website at www.evolvinggold.com.