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EVOLVING GOLD CORP.

BY-LAW NO. 1 TABLE OF CONTENTS

|                                          | Page No.
|----------------------------------------- | --------
|                                          |         
|PART 1 INTERPRETATION                     | 1       
|Definitions                               | 1       
|Interpretation                            | 2       
|Headings                                  | 2       
|PART 2 BUSINESS OF THE
      CORPORATION  | 2       
|Corporate Seal                            | 2       
|Reproduction of Seal                      | 2       
|Affixation of Seal                        | 2       
|Execution of Documents                    | 3       
|Reproduced Signatures                     | 3       
|Fiscal Period                             | 3       
|Voting Rights in Other Bodies Corporate   | 3       
|PART 3 BORROWING AND
      SECURITY       | 3       
|Borrowing Power                           | 3       
|Delegation of Borrowing
      Authority   | 4       
|PART 4 DIRECTORS                          | 4       
|Calling of Meetings                       | 4       
|Notice of Meeting                         | 4       
|Quorum                                    | 4       
|Chairperson of Meeting                    | 4       
|Voting                                    | 5       
|Remuneration and Expenses                 | 5       
|Additional Remuneration                   | 5       
|PART 5 COMMITTEES                         | 5       
|Transaction of Business                   | 5       
|PART 6 PROTECTION OF DIRECTORS AND OTHERS | 6       
|Contracts with the
      Corporation      | 6       
|Limitation of Liability                   | 6       
|Amplification of Rights                   | 7       
|PART 7 SHARES                             | 7       
|Registration of Transfers                 | 7       
|Separate Instruments of Transfer          | 7       
|Transfer Fee                              | 8       
|Replacement of Certificates               | 8       

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|PART
      8 DIVIDENDS AND RIGHTS                   | 8 
|--------------------------------------------------- | --
|Declaration                                         | 8 
|Interest                                            | 8 
|Valuation
      of Non-Cash Dividends               | 8 
|Dividend
      Cheques                              | 8 
|Cheques
      to Joint Holders                      | 8 
|Non-receipt
      of Cheques                        | 8 
|Unclaimed
      Dividends                           | 9 
|PART
      9 MEETINGS OF SHAREHOLDERS               | 9 
|Chairperson
      of Meeting                        | 9 
|Choosing
      the Chairperson                      | 9 
|Secretary
      of Meeting                          | 9 
|Scrutineers                                         | 9 
|Meeting
      By Electronic Means                   | 9 
|Persons
      Entitled to be Present                | 9 
|Quorum                                              | 10
|No
      Proxy Lodged                               | 10
|Joint
      Shareholders                            | 10
|Votes
      to Govern                               | 10
|Show
      of Hands                                 | 11
|Result
      of Vote on Show of Hands               | 11
|Demand
      for Ballot                             | 11
|Vote
      by Ballot                                | 11
|Poll                                                | 11
|Adjournment                                         | 11
|Rulings
      by the Chairperson                    | 11
|PART
      10 NOTICES                               | 12
|Notice
      to Joint Shareholders                  | 12
|Signature
      to Notice                           | 12
|Effective
      Date of Notice                      | 12
|Omissions
      and Errors                          | 12
|Persons
      Entitled by Death or Operation of Law | 13
|Waiver
      of Notice                              | 13

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EVOLVING GOLD CORP.

BY-LAW NO. 1

PART 1

INTERPRETATION

Definitions

|1.1 In the by-laws, except as the context
      otherwise requires,
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| | (iii) | in the case of a director, officer, or auditor, the
      address of the director, officer or auditor recorded in the records of the
      Corporation.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------

Interpretation

|1.2 In the interpretation of these by-laws,
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Headings

1.3 The division of a by-law into parts and the headings of
parts and sections will be considered as for convenience of reference only and
will not affect the construction or interpretation of the by-law.

PART 2

BUSINESS OF THE CORPORATION

Corporate Seal

2.1 The board may adopt a corporate seal for the Corporation
and adopt a new corporate seal in replacement of a corporate seal previously
adopted.

Reproduction of Seal

2.2 Any two persons each of whom is the chairperson, the chief
executive officer, the president, a vice-president, the secretary or the
treasurer may authorize a person engaged by the Corporation to engrave,
lithograph or print a document (including a negotiable instrument) on which a
reproduction of the signature of a director or officer of the Corporation is, in
accordance with the by-laws, printed or otherwise mechanically reproduced, to
cause the Corporations seal to be affixed to the document by the use of an
unmounted die reproducing the Corporations seal.

Affixation of Seal

2.3 The corporate seal of the Corporation will not be affixed
to a document except by or in the presence of

| | (a) | a person authorized to do so by a by-law or the board,
      or
| | --- | ---------------------------------------------------------------

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| | (b) | the secretary or an assistant secretary for the purpose
      of certifying a copy of, or extract from, the articles or by-laws of the
      Corporation, minutes of a meeting or resolution of the shareholders or the
      board or a committee of the board, or a document executed or issued by the
      Corporation.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Execution of Documents

2.4 A document requiring execution by the Corporation may be
signed on behalf of the Corporation by a person authorized by the board, which
authorization may be either generally or for a specific document.

Reproduced Signatures

2.5 A document on which the signature of an officer or director
of the Corporation that is, by authority of the board, printed or otherwise
mechanically reproduced will be as valid as if the signature had been placed
manually by such person and will be so valid notwithstanding that, at the time
of the issue or delivery of the document, the person is deceased, has ceased to
hold the office giving rise to such persons authority or is otherwise unable to
personally sign the document.

Fiscal Period

2.6 The fiscal period end of the Corporation will be as the
board determines.

Voting Rights in Other Bodies Corporate

2.7 To enable the Corporation to exercise voting rights
attaching to securities held by the Corporation, any two persons each of whom is
the chairperson, the chief executive officer, the president, a vice-president,
the secretary or the treasurer may execute and deliver proxies and arrange for
the issuance of voting certificates or other evidences of such rights in favour
of the person determined by the officers executing such proxies unless otherwise
determined by the board.

PART 3

BORROWING AND SECURITY

Borrowing Power

3.1 Without limiting the powers of the Corporation as set forth
in the Act, the board may cause the Corporation to

| | (a) | borrow money on the credit of the Corporation,                                                                                                                                    
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                   
| | (b) | issue, reissue, sell, pledge or hypothecate bonds,
      debentures, notes or other evidences of indebtedness or guarantee of the
      Corporation, whether secured or unsecured,

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| | (c) | give a guarantee on behalf of the Corporation to secure
      performance of an obligation of a person, and                                                                                                
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                            
| | (d) | mortgage, hypothecate, pledge or otherwise create a
      security interest in all or any property of the Corporation, owned or
      subsequently acquired, to secure any obligation of the
  Corporation.

Delegation of Borrowing Authority

3.2 The board may delegate to a person any or all of the powers
conferred on the board by §3.1 to such extent and in such manner as it
determines.

PART 4

DIRECTORS

Calling of Meetings

4.1 The chairperson or the president may, and the secretary on
the request of a director will, convene a meeting of the board.

Notice of Meeting

4.2 Notice of the time and place of a meeting of the board must
be given to each director not less than seven days before the time when the
meeting is to be held, but

| | (a) | the notice need not specify what matters are to be dealt
      with at the meeting other than as required by the Act,                                                                                                                                   
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                         
| | (b) | no notice will be necessary if all the directors are
      present or those who are absent have signified consent to the holding of
      the meeting, and                                                                                              
| |     |                                                                                                                                                                                                                                                         
| | (c) | the period for notice of a meeting that begins within
      seven days after the appointment or election of a director may be abridged
      for each such director to a period commencing at the time of such
      directors appointment or election.

Quorum

4.3 The board may fix the quorum required for the transaction
of business at a meeting of the board and, if not so fixed, the quorum will be a
majority of those who are directors at the time of the meeting.

Chairperson of Meeting

4.4 The chairperson of a meeting of the board will be the first
of the chairperson, the president (if a director) and the lead director (if
appointed) who is present and willing to act as the chairperson, but if no such
director so willing is present within 15 minutes after the time

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appointed for holding the meeting the directors present will
choose one of their number to be the chairperson.

Voting

4.5 A question arising at a meeting of the board will be
decided by a majority of the votes cast and in the case of an equality of votes
the chairperson may not exercise a second or casting vote.

Remuneration and Expenses

4.6 A director will be paid such remuneration for their
services to the Corporation as the board determines and will be reimbursed by
the Corporation for travelling and other expenses properly incurred in attending
a meeting of the board, a committee of the board or a meeting of
shareholders.

Additional Remuneration

4.7 Remuneration payable to a director who is also an officer
or employee of the Corporation, or who serves the Corporation in a professional
capacity, will be in addition to the directors salary as an officer or
employee or professional fees.

PART 5

COMMITTEES

Transaction of Business

5.1 Except as otherwise determined by the board, proceedings of
a committee of the board will be governed as follows:

| | (a) | the powers of the committee may be exercised by a meeting
      at which a quorum of the committee is present;                                                                                                       
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                      
| | (b) | a majority of the members of the committee will
      constitute a quorum;                                                                                                                                           
| |     |                                                                                                                                                                                                                      
| | (c) | meetings of the committee may be held at any place within
      or outside of Canada;                                                                                                                                
| |     |                                                                                                                                                                                                                      
| | (d) | a question arising at a meeting will be determined by a
      majority of the votes cast and in the case of an equality of votes the
      chairperson of the meeting will not exercise a second or casting
    vote;
| |     |                                                                                                                                                                                                                      
| | (e) | the committee may determine when it will hold and adjourn
      meetings and may elect its chairperson, make rules for the conduct of its
      business and appoint such assistants as it deems necessary;          
| |     |                                                                                                                                                                                                                      
| | (f) | the committee will keep regular minutes of its
      transactions and report its transactions to the board as required by the
      board; and                                                                       

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| | (g) | a waiver of notice of a meeting of a committee may be
      given in any manner and will be deemed to be given by a director with
      respect to all business transacted after the director first attends the
      meeting.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

PART 6

PROTECTION OF DIRECTORS AND OTHERS

Contracts with the Corporation

|6.1 Subject to the Act,
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Limitation of Liability

|6.2 Except as otherwise provided in the Act, no
      director or officer will be liable for
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| | (d) | a loss or damage arising from the bankruptcy, insolvency
      or wrongful act of a person with whom money, security or other property of
      the Corporation is lodged or deposited, or
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                           
| | (e) | any other loss, damage, or misfortune that arises out of
      the execution of the duties of a director or in relation
  thereto.                                                        

Amplification of Rights

6.3 The provisions of this Part are in amplification of and in
addition to, and not by way of limitation of or in substitution for, such
rights, immunities and protections as are conferred on a director or officer by
law or otherwise.

PART 7

SHARES

Registration of Transfers

|7.1 In order to effect a transfer of a
  share,
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Separate Instruments of Transfer

7.2 There must be a separate instrument of transfer for each
class or series of share proposed to be transferred.

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Transfer Fee

7.3 In respect of the registration of a transfer or
transmission there must be paid to the Corporation or its transfer agent for
such share such fee as the board determines.

Replacement of Certificates

7.4 If a share certificate of the Corporation is worn out,
defaced, lost or destroyed, it may be replaced on payment of such charge and on
provision of such evidence and indemnity as the board determines.

PART 8

DIVIDENDS AND RIGHTS

Declaration

8.1 The board may, as permitted by law, declare dividends
payable to the shareholders according to their respective rights and interests
in the Corporation.

Interest

8.2 No dividend will bear interest against the Corporation.

Valuation of Non-Cash Dividends

8.3 The board will determine the value of a dividend not paid
in money.

Dividend Cheques

8.4 A dividend payable in money may be paid by cheque of the
Corporation or its paying agent to the order of the registered holder of the
share on which it is being paid and mailed by prepaid ordinary mail to the
holder at the holders recorded address or payable to such person and mailed to
such address as the holder directs, and the mailing of such a cheque in that
manner will, unless it is not paid on presentation, satisfy and discharge the
Corporation from the liability for the dividend to the extent of the sum
represented by the cheque plus the amount of any tax that the Corporation is
required to and does withhold.

Cheques to Joint Holders

8.5 In the case of joint holders, a cheque in payment of a
dividend will, unless they otherwise jointly direct, be made payable to the
order of all of them and mailed to them at their recorded address.

Non-receipt of Cheques

8.6 If a dividend cheque is not received by the person to whom
it is so sent or is lost, mutilated or destroyed, the Corporation will issue a
replacement cheque for a like amount on

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provision of such evidence of non-receipt, loss, mutilation or
destruction and of title, and such indemnity and reimbursement of expense as the
board prescribes, whether generally or in a particular case.

Unclaimed Dividends

8.7 A dividend unclaimed for six years after the date of record
for its payment will be forfeited and revert to the Corporation.

PART 9

MEETINGS OF SHAREHOLDERS

Chairperson of Meeting

9.1 The chairperson of a meeting of shareholders will be the
first of the chairperson, the president, the lead director (if appointed) and
the vice-presidents in order of seniority, who is present at the meeting and is
willing to act.

Choosing the Chairperson

9.2 If no such individual willing to act is present within 15
minutes after the time fixed for holding the meeting, the persons present and
entitled to vote may choose one of their number to be chairperson.

Secretary of Meeting

9.3 If the secretary of the Corporation is absent or unwilling
to act, the chairperson will appoint some person, who need not be a shareholder,
to act as secretary of the meeting.

Scrutineers

9.4 One or more scrutineers, who need not be shareholders, may
be appointed by resolution or by the chairperson with the consent of the
meeting.

Meeting By Electronic Means

9.5 The board may determine that a meeting of shareholders
called by the board will be held, in accordance with the Act, entirely by means
of a telephonic, electronic or other communication facility that permits all
participants to communicate adequately with each other during the meeting.

Persons Entitled to be Present

9.6 The only persons entitled to be present at a meeting of
shareholders will be those entitled to vote at the meeting, the directors, the
auditor of the Corporation and any other person who, although not entitled to
vote, is entitled or required to be present under a provision of the

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Act or the articles or by-laws, and any other person may be
admitted only on the invitation of the chairperson of the meeting.

Quorum

9.7 A quorum for the transaction of business at a meeting of
shareholders is at least two persons present at the commencement of the meeting
holding, or representing by proxy, the holder or holders of shares carrying in
the aggregate not less than five percent of the votes eligible to be cast at the
meeting. If, within one-half hour from the time set for the holding of a meeting
of shareholders, a quorum is not present:

| | (a) | in the case of a meeting requisitioned by shareholders,
      the meeting is dissolved, and                                                            
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                        
| | (b) | in the case of any other meeting of shareholders, the
      meeting stands adjourned to the same day in the next week at the same time
      and place.

If, at the adjourned meeting, a
quorum is not present within one-half hour from the time set for the holding of
the adjourned meeting, one or more persons present and being, or representing by
proxy, two or more shareholders entitled to attend and vote at the adjourned
meeting shall be deemed to constitute a quorum.

9.8 Individuals present at the commencement of the meeting
holding, or representing by proxy the holder or holders of, shares carrying in
the aggregate not less than five percent of the votes eligible to be cast at the
meeting.

No Proxy Lodged

9.9 The chairperson of a meeting of shareholders may, subject
to regulations made, in the chairpersons discretion accept such electronically
transmitted or other written communication as to the authority of anyone
claiming to vote on behalf of and to represent a shareholder notwithstanding
that no proxy conferring such authority has been lodged with the Corporation,
and votes given in accordance with such electronically transmitted or written
communication accepted by the chairperson will be valid and will be counted.

Joint Shareholders

9.10 If two or more of the joint holders of a share are present
in person or represented by proxy and vote, the vote of that one of them, or of
the proxy holder for that one of them, whose name appears first on the
securities register of the Corporation in respect of the share will be accepted
to the exclusion of the vote of another, or of the proxy holder for another, of
them.

Votes to Govern

9.11 At a meeting of shareholders every question will, except
as otherwise required by the articles or by-laws, be determined by a majority of
the votes cast on it, and in the case of an equality of votes the chairperson of
the meeting will not be entitled to a second or casting vote.

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Show of Hands

9.12 On a show of hands every person who is present and
entitled to vote will have one vote.

Result of Vote on Show of Hands

9.13 Whenever a vote by show of hands is taken on a question
then, unless a ballot is required or demanded, a declaration by the chairperson
of the meeting that the vote has been carried or carried by a particular
majority or not carried, and an entry to that effect in the minutes of the
meeting, will be prima facie evidence of the fact without proof of the number or
proportion of the votes recorded in favour of or against the question, and the
result of the vote so declared will be the decision of the shareholders on the
question.

Demand for Ballot

9.14 A demand for a ballot may be withdrawn at any time before
the ballot is taken.

Vote by Ballot

9.15 If a ballot is taken each person present will be entitled
to one vote, or such other number of votes as the articles provide, in respect
of each share that such person is entitled to vote on the question at the
meeting, and the result of the ballot so taken will be the decision of the
shareholders upon the question.

Poll

9.16 A poll demanded on the election of a chairperson or on a
question of adjournment will be taken forthwith, and a poll demanded on any
other question will be taken at such time as the chairperson of the meeting
directs.

Adjournment

9.17 The chairperson of a meeting of shareholders may, with the
consent of the meeting, adjourn the meeting.

Rulings by the Chairperson

9.18 The chairperson of a meeting of shareholders will have
regard to accepted rules of parliamentary procedure, and

| | (a) | the chairperson will have absolute authority over matters
      of procedure and there will be no appeal from the ruling of the
      chairperson, but if the chairperson, in the chairpersons absolute
      discretion, deems it advisable to dispense with the rules of parliamentary
      procedure at a meeting of shareholders or part of such meeting, the
      chairperson will so state and will clearly state the rules under which the
      meeting or the appropriate part of such meeting will be
  conducted,
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| | (b) | a dispute as to the admission or rejection of a vote will
      be determined by the chairperson and the chairpersons determination will
      be final and conclusive,                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c) | if disorder arises that prevents continuation of the
      business of a meeting, the chairperson may quit the chair and declare the
      meeting to be adjourned, and upon the chairpersons so doing, the meeting
      is, notwithstanding §9.17, immediately adjourned to a time and place
      announced by the chairperson at the time of adjournment or such other time
      and place described in a notice given not less than seven days before the
      reconvened meeting to all persons who received notice of the original
      meeting, and
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (d) | subject to §9.6, the chairperson may ask or require
      anyone who is not a registered shareholder entitled to vote at the meeting
      or corporate representative or proxyholder representing such a shareholder
      to leave the meeting.                                                                                                                                                                                                                                                                                                              

PART 10

NOTICES

Notice to Joint Shareholders

10.1 If two or more persons are registered as joint holders of
a share, a notice must be directed to all of them but need be delivered or
addressed only to their recorded address to be sufficient notice to all.

Signature to Notice

10.2 The signature to a notice to be given by the Corporation
may be written, stamped, typewritten or printed.

Effective Date of Notice

10.3 Subject to the Act, a notice sent by any means of
electronic transmission or any other form of recorded communication will be
deemed to have been given on the day when it is transmitted by the Corporation
or, if transmitted by another, on the day when it is dispatched or delivered to
the appropriate communication company or agency or its representative for
dispatch, and a certificate or declaration in respect of any thereof in writing
signed by an officer or by an employee of a transfer agent or registrar of the
Corporation will be conclusive evidence of the matters therein certified or
declared.

Omissions and Errors

10.4 The accidental omission to give a notice to a shareholder,
director, officer, or auditor or the non-receipt of a notice by any such person
or an error in a notice not affecting its substance will not invalidate an
action taken at a meeting held pursuant to such notice or otherwise founded on
it.

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Persons Entitled by Death or Operation of Law

10.5 A person who, by operation of law, transfer, death of a
shareholder or any other means, becomes entitled to a share will be bound by
every notice in respect of the share that is duly given to the shareholder from
whom the person derives title to the share before the persons name and address
is entered on the securities register (whether the notice is given before or
after the happening of the event upon which the person becomes so entitled) and
before the person furnishes to the Corporation the proof of authority or
evidence of entitlement prescribed by the Act.

Waiver of Notice

10.6 Subject to the Act, a shareholder (or the duly appointed
proxyholder of a shareholder), director, officer, auditor or member of a
committee of the board may at any time in writing waive, or consent to the
abridgement of the time for, a notice required to be given to that person under
a provision of the Act, the articles, the by-laws or otherwise, and such a
waiver or consent, if given before the meeting or other event of which notice is
required to be given, will cure a default in the giving or in the time of the
notice, as the case may be, to that person.

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