EVOLUTION ENERGY MINERALS LIMITED — Capital/Financing Update 2021

Nov 11, 2021

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Evolution Energy Minerals Limited ACN 648 703 548

Supplementary Prospectus

IMPORTANT NOTICES

This is a supplementary prospectus ( Supplementary Prospectus ) and is intended to be read with the prospectus issued by Evolution Energy Minerals Limited ACN 648 703 548 and dated 28 September 2021 ( Prospectus ).

This Supplementary Prospectus is dated 6 October 2021 and a copy of this Supplementary Prospectus was lodged with ASIC on that date. ASIC, the ASX and their respective officers take no responsibility for the content of this Supplementary Prospectus.

Other than as set out below, all details of the Prospectus remain unchanged.

Unless otherwise defined, capitalised terms used in this Supplementary Prospectus have the meanings given to them in the Prospectus.

The Company has issued both a printed and electronic version of this Supplementary Prospectus and the Prospectus. Electronic versions of both may be accessed at www.evolutionenergyminerals.com.au. This is an important document and should be read in its entirety. If you do not understand it, you should consult your professional advisers without delay.

This is a Supplementary Prospectus intended to be read with the Prospectus dated 28 September 2021 issued by Evolution Energy Minerals Limited.

1 Reasons for the Supplementary Prospectus

1.1 Purpose of this document

The Supplementary Prospectus has been prepared to provide investors with additional information in relation to certain risks associated with an investment in the Company.

1.2 No investor action required

As the content of this Supplementary Prospectus is not considered by the Company to be materially adverse to investors, no action needs to be taken by investors.

2 Amendments to the Prospectus

The Prospectus is supplemented by adding the following to the end of Section 5.3:

Tanzanian Government free carry

As outlined in paragraph 4.7 of the Lawyer’s Report in Appendix 2, under Tanzanian mining regulations, the Tanzanian Government is entitled to a non-dilutable free carried interest of not less than 16% in the capital of a Tanzanian mining company ( Government FCI ) that conducts mining operations under a Tanzanian mining licence. The Company understands that common practice is for the Tanzanian Government to acquire the Government FCI around the time at which the Tanzanian mining company transitions into mineral production.

As at the date of this Supplementary Prospectus, the Tanzanian Government does not currently own any shares in Ngwena Tanzania (the Tanzanian mining company which owns the Chilalo Project mining licence) and, accordingly, all economics and financial information disclosed in the Prospectus (including the DFS Outcomes) are presented on the basis that the Evolution Group holds 100% of the equity in the Chilalo Project.

In the event that the Company makes a decision to proceed with the development and construction of the Chilalo Project with a view to commencing production, it is expected that Evolution will enter into negotiations with the Tanzanian Government on the structure and nature of the Government FCI in Ngwena Tanzania.

If the Tanzanian Government were to acquire the Government FCI in Ngwena Tanzania, the Company’s interest in Ngwena Tanzania (and indirectly, the Chilalo Project) will be diluted and the Company’s potential economic benefit from the Chilalo Project will be reduced. The Tanzanian Government will likely hold its Government FCI in Ngwena Tanzania in the form of a special class of share which ensures that the Government FCI is non-dilutable. Additionally, any delay in finalising these negotiations with the Tanzanian Government may delay mining operations (if any) at the Chilalo Project.

Refer to the Lawyer’s Report in Appendix 2 for further details.

Tanzanian local participation

As outlined in paragraphs 4.4.6 – 4.4.7 of the Lawyer’s Report in Appendix 2, under Tanzanian mining regulations, there is a requirement that an indigenous Tanzanian company must have at least a 5% equity interest (not a free carried interest) in order for a company to qualify for the grant of a mining licence ( Local Participation Requirement ).

An indigenous Tanzanian company is a company incorporated in Tanzania that has:

• (a) at least 20% of its equity owned by a citizen (or citizens) of Tanzania; and

This is a Supplementary Prospectus intended to be read with the Prospectus dated 28 September 2021 issued by Evolution Energy Minerals Limited.

• (b) Tanzanian citizens holding at least 80% of the executive and senior management positions and 100% of the other positions.

The Minister of Minerals has discretion to vary the Local Participation Requirement where an indigenous Tanzanian company is unable to satisfy the required equity participation and the Company has not sought dispensation to that effect.

As at the date of this Prospectus, Ngwena Tanzania is wholly owned by the Evolution Group and the Company has not obtained dispensation to vary the Local Participation Requirement.

If the Company is required to comply with the Local Participation Requirement in respect of the mining licence held by Ngwena Tanzania (ie ML 569/2017), the Company’s interest in Ngwena Tanzania (and indirectly, the Chilalo Project) will be diluted to the extent required to bring the Company into compliance with the Local Participation Requirement. This would reduce the Company’s potential economic benefit from the Chilalo Project.

Additionally, should the Company seek to convert any of its existing prospecting licences into mining licences in the future, the Local Participation Requirement is expected to apply to the ownership of such licences.

Refer to the Lawyer’s Report in Appendix 2 for further details.

3 Directors’ authorisation

This Supplementary Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Supplementary Prospectus with ASIC and has not withdrawn that consent.

Trevor Benson

Non-Executive Chairman

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For and on behalf of Evolution Energy Minerals Limited 6 October 2021

This is a Supplementary Prospectus intended to be read with the Prospectus dated 28 September 2021 issued by Evolution Energy Minerals Limited.