Elephant Capital Corp. entered into a letter of intent to acquire Evolving Gold Corp. (OTCPK:EVOG.F) for CAD 16.8 million in a reverse merger transaction on October 26, 2021. Elephant Capital Corp. entered into a share purchase agreement to acquire Evolving Gold Corp. in a reverse merger transaction on April 14, 2022. All existing common shares of Elephant Capital will be exchanged for an equivalent number of common shares of Evolving Gold. Elephant currently has 43,733,000 common shares outstanding. No cash consideration is payable by Evolving to Elephant Capital in connection with completion of the transaction. On closing it is anticipated that Evolving will change its name to “Future Fuel Corporation” and will reconstitute its board and management to consist of nominees of Elephant Capital. Board of Directors consist of nominees include Joel Shacker, Adam Cegielski and Stephen Goodman.

Completion remains subject to a number of conditions, including the completion of satisfactory due diligence, the negotiation and finalization of definitive documentation, completion of the concurrent financing, receipt of any required regulatory and third-party consents, approval of the Canadian Securities Exchange, Cibola Purchase Agreement shall have been completed, listing shares and the satisfaction of other customary closing conditions. Transaction cannot close until the required approvals are obtained. As per the filling on February 22, 2022, Evolving Gold shareholders approved the transaction. As of March 8, 2022, Evolving Gold has completed an over-subscribed non-brokered private placement of 10,053,000 subscription receipts for gross proceeds of CAD 5.027 million. Sam Cole of Cassels Brock & Blackwell LLP acted as legal advisor to Elephant Capital. Jeff Lightfoot of Owen Bird Law Corporation acted as legal advisor to Evolving Gold.