EVOLUTION ENERGY MINERALS LIMITED — Major Shareholding Notification 2024

Mar 20, 2024

DocuSign Envelope ID: 75BC0265-B540-4097-ADBE-2DF6AA3EB3DD

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	To Company Name/Scheme	Evolution Energy Minerals Limited (EV1)
ACN/ARSN		648 703 548
1. Details	of substantial holder (1)
		SRF HoldCo GP PCC Limited in its capacity as general partner for and on behalf of SRF SPP 1 LP (HoldCo), ARCH Sustainable
		Resources GPCo Limited in its capacity as general partner for and on behalf of ARCH Sustainable Resources Fund LP (GPCo), ARCH
Name		EM (GSY) PCC Limited (Cell SRF), ARCH Emerging Markets Partners Limited, AEMP Limited, African Rainbow Capital Guernsey
		Limited, African Rainbow Capital Pty Ltd, Ubuntu-Botho Investments (Pty) Ltd, Sizanani-Thusanang Helpmekaar Investments Pty Ltd,
		Ubuntu-Ubuntu Commercial EnterprisesPtyLtd, JCH&PartnersLLP, Johan HattinghandDr PatriceTlhopaneMotsepe.

	SRF HoldCo GP PCC Limited in its capacity as general partner for and on behalf of SRF SPP 1 LP (HoldCo), ARCH Sustainable
	Resources GPCo Limited in its capacity as general partner for and on behalf of ARCH Sustainable Resources Fund LP (GPCo), ARCH
Name EM (GSY) PCC Limited (Cell SRF), ARCH Emerging Markets Partners Limited, AEMP Limited, African Rainbow Capital Guernsey
	Limited, African Rainbow Capital Pty Ltd, Ubuntu-Botho Investments (Pty) Ltd, Sizanani-Thusanang Helpmekaar Investments Pty Ltd,
	Ubuntu-Ubuntu Commercial EnterprisesPtyLtd, JCH&PartnersLLP, Johan HattinghandDr PatriceTlhopaneMotsepe.
ACN/ARSN (if applicable) N/A
There was a change
in the interests of the
substantial holder on 19March 2024
The previous notice
was given to the 17 January 2024
company on
The previous notice was dated 16 January 2024
2. Previous and present voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a
relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
	Previous notice Present notice

		Previous notice			Present notice	Present notice
	Class securities (4)	of Person’s votes		Voting power (5)	Person’s votes	Voting power (5)
	Fully Paid Ordinary Shares (Shares) 58,158,009			24.71%	58,158,009	22.26%
3. Changes in relevant interests
Particulars of each		change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or
scheme, since the		substantial holder was last required to give a substantial holding notice to the		company or scheme are as follows:
	Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person’s votes affected

	Date of change	Person whose relevant interest changed	Nature of change (6)		Consideration given in relation to change (7)	Class and number of securities affected	Person’s votes affected
		HoldCo, GPCo, ARCH EM (GSY)
		PCC Limited (Cell SRF), ARCH
		Emerging Markets Partners
		Limited, AEMP Limited, African
		Rainbow Capital Guernsey Limited,
19	March 2024	African Rainbow Capital Pty Ltd, Ubuntu-Botho Investments (Pty) Ltd, Sizanani-Thusanang	Dilution of voting power as a result of the issue of Shares by EV1	N/A		N/A	N/A
		Helpmekaar Investments Pty Ltd,
		Ubuntu-Ubuntu Commercial
		Enterprises Pty Ltd, JCH &
		Partners LLP, Johan Hattingh and
		Dr Patrice Tlhopane Motsepe.

DocuSign Envelope ID: 75BC0265-B540-4097-ADBE-2DF6AA3EB3DD

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

4. Present relevant interests Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:	4. Present relevant interests Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:	4. Present relevant interests Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:	4. Present relevant interests Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:	4. Present relevant interests Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:	4. Present relevant interests Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person’s votes
HoldCo	HoldCo	HoldCo	Relevant interest in 58,158,009 Shares under: 1. section 608(1)(a) of the Corporations Act as the holder of those Shares; and 2. section 608(3)(a) of the Corporations Act by having voting power of 100% in ARCH EM (GSY) PCC Limited (Cell SRF).	58,158,009 Shares	58,158,009
GPCo	HoldCo	HoldCo	Relevant interest in 58,158,009 Shares held by HoldCo, under section 608(3)(a) of the Corporations Act by having voting power of 100% in HoldCo and ARCH EM (GSY) PCC Limited (Cell SRF).	58,158,009 Shares	58,158,009
ARCH EM (GSY) PCC Limited (Cell SRF)	HoldCo	HoldCo	Relevant interest in 58,158,009 Shares held by HoldCo, under: 1. section 608(1)(b) and (c) of the Corporations Act, having the power to control voting and disposal of the Shares; and 2. section 608(3)(a) of the Corporations Act by having voting power of 100% in HoldCo.	58,158,009 Shares	58,158,009
ARCH Emerging Markets Partners Limited	HoldCo	HoldCo	Relevant interest in 58,158,009 Shares held by HoldCo, under section 608(3)(a) of the Corporations Act by having voting power of 100% in HoldCo and ARCH EM (GSY) PCC Limited (Cell SRF).	58,158,009 Shares	58,158,009
AEMP Limited	HoldCo	HoldCo	Relevant interest in 58,158,009 Shares held by HoldCo, under: 1. section 608(3)(b) of the Corporations Act by having control, as the sole shareholder, of HoldCo and ARCH EM (GSY) PCC Limited (Cell SRF); and 2. section 608(3)(a) of the Corporations Act by having voting power of 100% in HoldCo and ARCH EM (GSY) PCC Limited (Cell SRF).	58,158,009 Shares	58,158,009

DocuSign Envelope ID: 75BC0265-B540-4097-ADBE-2DF6AA3EB3DD

African Rainbow Capital Guernsey Limited	HoldCo	HoldCo	Relevant interest in 58,158,009 Shares held by HoldCo, under section 608(3)(a) and (b) of the Corporations Act by having voting power of above 20% in AEMP Limited, which in turn controls HoldCo and ARCH EM (GSY) PCC Limited (Cell SRF).	58,158,009 Shares	58,158,009
African Rainbow Capital Pty Ltd	HoldCo	HoldCo	Relevant interest in 58,158,009 Shares held by HoldCo, under section 608(3)(a) and (b) of the Corporations Act by controlling African Rainbow Capital Guernsey Limited, which has voting power of above 20% in AEMP Limited, which in turn controls HoldCo and ARCH EM (GSY) PCC Limited (Cell SRF).	58,158,009 Shares	58,158,009
Ubuntu-Botho Investments (Pty) Ltd	HoldCo	HoldCo	Relevant interest in 58,158,009 Shares held by HoldCo, under section 608(3)(a) and (b) of the Corporations Act by controlling African Rainbow Capital Pty Ltd, which in turn controls African Rainbow Capital Guernsey Limited, which has voting power of above 20% in AEMP Limited, which in turn controls HoldCo and ARCH EM (GSY) PCC Limited (Cell SRF).	58,158,009 Shares	58,158,009
Sizanani- Thusanang Helpmekaar Investments Pty Ltd	HoldCo	HoldCo	Relevant interest in 58,158,009 Shares held by HoldCo, under section 608(3)(a) and (b) of the Corporations Act by controlling Ubuntu-Botho Investments (Pty) Ltd, which in turn controls African Rainbow Capital Pty Ltd, which in turn controls African Rainbow Capital Guernsey Limited, which has voting power of above 20% in AEMP Limited, which in turn controls HoldCo and ARCH EM (GSY) PCC Limited (Cell SRF).	58,158,009 Shares	58,158,009
Ubuntu-Ubuntu Commercial Enterprises Pty Ltd	HoldCo	HoldCo	Relevant interest in 58,158,009 Shares held by HoldCo, under section 608(3)(a) and (b) of the Corporations Act by controlling Sizanani-Thusanang Helpmekaar Investments Pty Ltd, which in turn controls Ubuntu-Botho Investments (Pty) Ltd, which in turn controls African Rainbow Capital Pty Ltd, which in turn controls African Rainbow Capital Guernsey Limited, which has voting power of above 20% in AEMP Limited, which in turn controls HoldCo and ARCH EM (GSY) PCC Limited (Cell SRF).	58,158,009 Shares	58,158,009
JCH & Partners LLP	HoldCo	HoldCo	Relevant interest in 58,158,009 Shares held by HoldCo, under section 608(3)(a) and (b) of the Corporations Act by having voting power of above 20% in AEMP Limited, which in turn controls HoldCo and ARCH EM (GSY) PCC Limited (Cell SRF).	58,158,009 Shares	58,158,009

DocuSign Envelope ID: 75BC0265-B540-4097-ADBE-2DF6AA3EB3DD

Johan Hattingh	HoldCo	HoldCo	Relevant interest in 58,158,009 Shares held by HoldCo, under: 1. section 608(3)(b) of the Corporations Act by having control of AEMP Limited, which in turn has control of HoldCo and ARCH EM (GSY) PCC Limited (Cell SRF); and 2. section 608(3)(a) of the Corporations Act by having voting power of 100% in HoldCo and ARCH EM (GSY) PCC Limited (Cell SRF).	58,158,009 Shares	58,158,009
Dr Patrice Tlhopane Motsepe	HoldCo	HoldCo	Relevant interest in 58,158,009 Shares held by HoldCo, under section 608(3)(a) and (b) of the Corporations Act by having control of Ubuntu-Ubuntu Commercial Enterprises Pty Ltd, which in turn controls Sizanani-Thusanang Helpmekaar Investments Pty Ltd, which in turn controls Ubuntu- Botho Investments (Pty) Ltd, which in turn controls African Rainbow Capital Pty Ltd, which in turn controls African Rainbow Capital Guernsey Limited, which has voting power of above 20% in AEMP Limited, which in turn controls HoldCo and ARCH EM (GSY) PCC Limited (Cell SRF).	58,158,009 Shares	58,158,009

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
No changes	No changes
f persons named in this form are as follows:
Name	Address
HoldCo	North Suite, First Floor, Regency Court, Glategny Esplanade, St Peter Port, Guernsey, GY1 1WW
GPCo	North Suite, First Floor, Regency Court, Glategny Esplanade, St Peter Port, Guernsey, GY1 1WW
ARCH EM (GSY) PCC Limited (Cell SRF)	North Suite, First Floor, Regency Court, Glategny Esplanade, St Peter Port, Guernsey, GY1 1WW
ARCH Emerging Markets Partners Limited	280 Bishopsgate, London, United Kingdom, EC2M 4RB
AEMP Limited	North Suite, First Floor, Regency Court, Glategny Esplanade, St Peter Port, Guernsey, GY1 1WW
African Rainbow Capital Guernsey Limited	North Suite, First Floor, Regency Court, Glategny Esplanade, St Peter Port, Guernsey, GY1 1WW
African Rainbow Capital Pty Ltd	6th Floor Bowmans Building, 11 Alice Lane, Sandton, Gauteng, 2196, South Africa
Ubuntu-Botho Investments (Pty) Ltd	6th Floor Bowmans Building, 11 Alice Lane, Sandton, Gauteng, 2196, South Africa
Sizanani-Thusanang Helpmekaar Investments Pty Ltd	ARM House, 29 Impala Road, Chislehurston, Sandton, 2196, South Africa
Ubuntu-Ubuntu Commercial Enterprises Pty Ltd	32 IDA Street, Menlo Park, Pretoria, 0081, South Africa
JCH & Partners LLP	280 Bishopsgate, London, United Kingdom, EC2M 4RB
Johan Hattingh	280 Bishopsgate, London, United Kingdom, EC2M 4RB

6. Addresses

The addresses of persons named in this form are as follows:

DocuSign Envelope ID: 75BC0265-B540-4097-ADBE-2DF6AA3EB3DD

Dr Patrice Tlhopane Motsepe ARM HOUSE, 29 Impala Road, Chislehurston, Sandton 2196

Signature

print name sign here print name sign here	capacity Director of SRF HoldCo GP PCCLimited Tom Amy
	date 2024 20 March
	capacity Director of ARCH EM (GSY) PCC Limited (Cell SRF) Tom Amy
	date 2024 20 March

DocuSign Envelope ID: 75BC0265-B540-4097-ADBE-2DF6AA3EB3DD

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

• See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown’”.

• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.