EVOLUTION ENERGY MINERALS LIMITED — Capital/Financing Update 2023

Mar 7, 2023

ASX: EV1 | 8 March 2023

Landmark agreements settled with the Government of Tanzania

Evolution Energy Minerals (Evolution or the Company) (ASX: EV1, FSE: P77) is pleased to announce that following a meeting with the Special Presidential Government Negotiating Team and review by the Attorney General, the Framework Agreement and Shareholders Agreement (together, the Agreements ) for the ownership, development and management of the Company’s Chilalo Graphite Project ( Chilalo ) are now in a form that has been agreed with the Tanzanian Government.

The Company now awaits notification of the formal public signing ceremony with respect to the Agreements, which, at this stage is expected to take place in March 2023.

Completion of the Agreements is a critically important step forward in the development of Chilalo.

HIGHLIGHTS

• Agreements confirm the Tanzanian Government’s 16% non-dilutable free carried interest shareholding and commitment to jointly develop Chilalo.

 A new joint venture company, Kudu Graphite Limited (Kudu), which has been established for the purpose of holding the Chilalo licences and permits and undertaking the development of Chilalo has been incorporated and will be owned as to 84% Evolution (indirectly) and 16% Tanzanian Government.

• The Agreements provide for a reissued 10-year term to the Mining Licence and reissued terms for all Prospecting Licences.

• A public signing ceremony before the President of Tanzania, Her Excellency Samia Suluhu Hassan, which at this stage is expected to be held in March 2023.

Phil Hoskins, Evolution’s Managing Director, commented: “Settling these Agreements with the Tanzanian Government is a critical step forward in the development of our Chilalo Project.

“Financiers require certainty around the operation of the Tanzanian Government’s free carried interest and the completion of these Agreements provides that certainty. Together with the updated DFS, which is expected to be released in the coming weeks, we believe Evolution is well placed to advance the development of Chilalo.

“We have worked closely with the Tanzanian Government for an extended period of time and recognise that aligning with the Government and with the people of Tanzania is fundamental to unlocking the value of our Chilalo Project. We now look forward to partnering with the Tanzanian Government as we strive to establish a commercial scale graphite mine in south-east Tanzania for the benefit of all stakeholders.”

The Agreements specify the key rights and obligations of the parties, as shareholders of Kudu, with respect to the ownership, development and management of Chilalo.

Under the Framework Agreement, the Tanzanian Government has agreed to facilitate the procurement of the rights, permits and approvals necessary for the establishment, development and operation of Chilalo, subject to Kudu's compliance with Tanzanian procedural and statutory requirements. Fiscal and taxation assumptions and arrangements reflect current Tanzanian legislation and regulatory requirements.

EVOLUTION ENERGY MINERALS LTD

Level 1, Emerald House, 1202 Hay Street, West Perth WA 6005 | T: +61 8 9200 4960 | ASX:EV1 | ev1minerals.com.au

ASX: EV1

EVOLUTION ENERGY MINERALS LTD

Table 1. Framework Agreement and Shareholders Agreement – Summary of Key Terms

A summary of the key terms of the Agreements is shown in the table below.

	Key term of the Framework Agreement	Explanation of key term

The ownership structure for Chilalo is shown below.

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Shareholders’ Agreement

The Shareholders’ Agreement outlines the relationship between the Company’s wholly owned subsidiary,

Evolution Energy Minerals UK Limited ( EEMUK ) and the Tanzanian Government, confirming the parties’ shareholding in Kudu and the board structure. The board of Kudu will consist of three directors (including the chair) nominated by EEMUK and two directors nominated by the Tanzanian Government. The Shareholders Agreement also contains provisions customary for such an agreement, including those relating to:

• Board and shareholders’ meetings;

• The operation and management of Kudu;

• Pre-emptive rights regarding any transfer of EEMUK’s shareholding in Kudu; and

• Special matters that require the approval of the Tanzanian Government, including winding up of Kudu, amending Kudu’s constitution and conducting business outside of pre-approved business plans.

Completion of the Agreements is a key milestone in the development of Chilalo. The Company now looks forward to working closely with the Tanzanian Government as it moves closer to developing Chilalo for the benefit of all stakeholders.

This announcement has been approved for release by the Evolution Board of Directors.

For further information please contact: Phil Hoskins Michael Bourguignon Andrew Rowell Managing Director Executive Director White Noise Communications phoskins@ev1minerals.com.au mbourguignon@ev1minerals.com.au andrew@whitenoisecomms.com T: +61 8 9200 4960 T: +61 8 9200 4960 T: +61 400 466 226

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