EVOLUTION MINING LIMITED — Capital/Financing Update 2003

Dec 17, 2003

18 December 2003

SHARE PURCHASE PLAN

Westonia hereby lodges with ASX the Company's Share Purchase Plan, as announced to the market on 25 November 2003. Under the Plan, shareholders registered on 12 December 2003 will be entitled to acquire up to 12,500 shares in the Company at 40 cents per share. The offer is underwritten by Euroz Securities Limited to \$2 million and closes on 31 December 2003.

Also attached is an Appendix 3B in relation to the issue.

Yours sincerely

ANDREW DRUMMOND Managing Director

Enquiries should be directed to the Managing Director and readers are encouraged to register on the Company's website (www.westoniamines.com.au) for automatic receipt of information.

WESTONIA MINES LIMITED

15 December 2003

Dear Westonia Shareholder.

The Directors of Westonia Mines Limited (Westonia or the Company) are pleased to invite you as a shareholder of Westonia (an Eligible Shareholder) as at 5 pm WST on 12 December 2003 (the Record Date) to purchase additional fully paid ordinary Shares in Westonia (Westonia Shares) under the terms and the conditions of Westonia's Share Purchase Plan (Share Purchase Plan or SPP) (a copy of which is attached to this letter).

The Board of the Company has determined to raise additional funds to partly replenish its treasury after having acquired the Big Bell Mill as announced on 10 November 2003. The Board believes that existing shareholders would wish to have the opportunity to participate in such an issue and to invest in the future of Westonia by subscribing for ordinary fully paid Shares pursuant to this Share Purchase Plan. Shareholders will be able to subscribe for up to 12,500 new Shares at 40 cents each being a total of up to \$5,000 per shareholder.

The Directors see many advantages to smaller shareholders in subscribing for Shares under the Share Purchase Plan:

• $\mathbf{1}$ . Small shareholders may 'top up' their holdings to a marketable parcel.
• $2₁$ No brokerage or transaction costs are payable on Shares purchased under the SPP.
• $\overline{3}$ . The issue price is at a 14% discount to the volume weighted price of Westonia Shares in the month prior to the announcement of the SPP on 25 November 2003.

The offer is non-renounceable in that you cannot transfer your right to buy Shares under the SPP to another person. However, your participation under the SPP is optional and you may elect not to participate at all.

The maximum number of Shares offered under the SPP is approximately 6,900,000 which will raise up to \$2,760,000. Westonia has an agreement with Euroz Securities Limited to underwrite any shortfall under the SPP to a minimum subscription level of \$2 million and to place the balance to clients of the firm on a best endeavours basis.

An Eligible Shareholder may elect to participate by subscribing under one of the following options:

oenonzy	6,250 Shares	\$2,500
(orintoner	12 Kult Shane	\$5,000
OPERON C	Retween 2,500 and 12,500 Shares	Between \$1,000 and \$5,000

The market price of Westonia Shares may rise or fall between now and the date when Westonia Shares are allotted in accordance with the Share Purchase Plan. If the market price of Westonia Shares falls, the subscription price of the Westonia Shares to be allotted pursuant to this offer may no longer be at a discount to the market price.

To take up this offer your Application Form and cheque must be received by Westonia's Share Registry in Perth by no later than 5 pm (Perth time) on 31 December 2003 (Closing Date). You should note, however, that Westonia may elect to close the offer at any time.

To subscribe for Westonia Shares under this offer, you must:

• Carefully read the Application Form and the Terms and Conditions of the Share Purchase Plan therein.
• Complete Application Form specifying the number of Westonia Shares you wish to purchase (up to a maximum of 12,500 Westonia Shares) and the total subscription price for those Shares. Please choose either of the set amounts in Option A (6,250 Shares for \$2,500) or Option B (12,500 Shares for \$5,000), or alternatively under Option C subscribe for any another amount between $2,500$ Shares $(\text{\$1,000})$ and $12,500$ $(\text{\$5,000})$ , as you may feel appropriate.

OPRIONA	6.280 Shares	\$2,500
OFFICER	12.500 Shares	SSX000
OPHONG	Between 2,500 and 12,500	Between \$1,000 and \$5,000
	Shares

• Enclose a cheque made payable to Westonia Mines Limited Subscription Account and crossed Not Negotiable for the total subscription price for the Westonia Shares specified on the Application Form.
• Return the Application Form together with payment in the reply paid envelope so that it is received no later than the Closing Date (31 December 2003):

Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross WA 6153 by 5.00 pm WST on 31 December 2003

Please contact the Company Secretary, Mr John Hannaford on (08) 9226 0085 if you have any queries in relation to this offer or how to accept it.

Yours faithfully

PIETER GREEFF Chairman

WESTONIA MINES LIMITED

WESTONIA MINES LIMITED SHARE PURCHASE PLAN

Offer to buy up to 12,500 Shares in Westonia Mines Limited

Westonia Mines Limited ("Westonia") is offering shareholders the opportunity to purchase additional Shares on the terms and conditions of the Share Purchase Plan.

The price payable under this offer to subscribe for each share is 40 cents being at a discount of approximately 14% of the weighted average market price of Westonia Shares quoted on the Australian Stock Exchange during the month immediately prior to the announcement of the Share Purchase Plan.

The market price of Shares in Westonia may rise or fall between the date of this offer and the date that Shares are issued to you under this offer. This means that the price at which Shares are issued to you under this offer may be greater or less than the prevailing market price of Westonia Shares at the date of this offer. Further, the issue price may exceed the price at which you would be able to buy Shares on the market at the same time that Shares are issued to you under this offer. We recommend that you consult relevant newspapers in relation to recent share price movements of Shares in Westonia prior to accepting this offer. We also encourage you to seek financial advice from a suitably qualified adviser before you decide to participate in this offer.

This offer is non-renounceable (that is, not transferable).

How much can vou invest?

Eligible shareholders can invest amounts as detailed under the Application Form up to a maximum of \$5,000. The limit applies even if you receive more than one offer in different capacities: for example, as a sole and joint holder of Shares.

The number of Shares which will be issued to each participating shareholder will be either 6,250 $(\$2,500)$ if Option A is chosen or 12,500 $(\$5,000)$ if Option B is chosen. If Option C is chosen the shareholder may subscribe for any number of Shares between 2,500 (\$1,000) and 12,500 (\$5,000).

Who can participate?

Participation in the Plan is open to all persons registered as holders of fully paid Ordinary Shares of Westonia at 5.00pm Perth time 12 December 2003 ("Record Date") whose address in Westonia's share register is in Australia or New Zealand. The Board of Westonia has determined it is not lawful or practical for shareholders in other jurisdictions to participate in the Plan. Participation is entirely at the option of shareholders and is subject to these terms and conditions.

Offers made under the Plan are not renounceable. This means that shareholders cannot transfer their right to purchase Shares under this offer to another person. Shareholders may apply for any one of the following two parcels of Ordinary Shares at A\$0.40 per Ordinary Share:

oekona	6,250 Shares	8245U)
oenorie	12,500 Shares	SEXION
oekorte	Between 2,500 and 12,500 Shares	Between \$1,000 and \$5,000

• $1.$ Carefully read the Terms and Conditions of the Plan.
• $\overline{2}$ . On the Application Form, show the amount you wish to invest by ticking one of the selections in Boxes A or B, or alternatively insert the number of Shares you wish to subscribe for in Option C (between 2,500 and 12,500 Shares), inserting also the dollar amount being the number of Shares multiplied by 40 cents per Share.
• $3.$ Complete the cheque details section.
• $\overline{4}$ . Write down your daytime contact telephone number $-$ just in case we have any questions. You DO NOT need to sign the Application Form.
• Write out a cheque for the exact amount that you have chosen to invest. The amount will be 5. the number of Share multiplied by 40 cents per Share. Make the cheque payable to Westonia Mines Limited - Subscription Account.
• Return the Application Form, place your cheque behind it and put them in the reply paid 6. envelope.
• $7.$ Make sure you send your Application Form and cheque so that we receive them by 5pm on 31 December 2003.

By completing the Application Form and forwarding a cheque, you agree to be bound by the enclosed terms and conditions (including terms and conditions of the Share Purchase Plan as stated overleaf) and the Constitution of Westonia Mines Limited.

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

WESTONIA MINES LIMITED

ABN

74 084 669 036

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{I}$ 'Class of 'securities issued or to be issued

Ordinary Fully Paid Shares

• $\mathfrak{D}$ Number of 'securities issued or to be issued (if known) or maximum number which may be issued
• Principal terms of the securities (eg, 3 if options, exercise price and expiry date; if partly paid securities, the amount outstanding and due dates convertible for payment; if securities, the conversion price and dates for conversion)

Up to 6,900,000

Shares rank equally with existing shares on issue.

⁺ See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing class of quoted securities?	Yes
	If the additional securities do not rank equally, please state: the date from which they do extent to which the. they participate for the next dividend, case of (in the a. trust. distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
5	Issue price or consideration	40 cents each
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Issue of up to 6,900,000 shares under the Company's Share Purchase Plan
7	Dates of entering securities into	TBA
	uncertificated holdings or despatch of certificates
8	Number and class of all securities	Number Up to $a$ max of	Class
	quoted on ASX (including the	103,081,352	Ordinary (WEZ)
	securities in clause 2 if applicable)	27,448,001	Options (WEZO) exercisable on or before 20 August 2006.

⁺ See chapter 19 for defined terms.

		Number	Class
9	Number and "class of all "securities" not quoted on ASX (including the securities in clause 2 if applicable)	500,000	Options exercisable at 30 cents each on or before 20 September 2004.
		800,000	Options exercisable at 30 cents each on or before 31 May 2005.
		700,000	Options exercisable at 40 cents each on or before 31 May 2006.
		120,000	Options exercisable at 36 cents each on or before 30 May 2006
		120,000	Options exercisable at 43 cents each on or before 30 May 2006
		120,000	Options exercisable at 50 cents each on or before 30 May 2006

Dividend policy (in the case of a $N/A$
trust, distribution policy) on the $10^°$ increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	N/A holder approval security Is required?
12	Is the issue renounceable or non- N/A renounceable?
13	Ratio in which the securities will N/A be offered
14	Class of securities to which the N/A offer relates
15	determine N/A Record date to entitlements
16	Will holdings on different registers N/A (or subregisters) be aggregated for calculating entitlements?
17	Policy for deciding entitlements in N/A relation to fractions

⁺ See chapter 19 for defined terms.

18	Names of countries in which the entity has security holders who will not Ъc sent issue new documents	N/A
	Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.
19.	οf Closing date for receipt acceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	Nil
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders	N/A
25.	If the issue is contingent $\circ$ n security holders' approval, the date of the meeting	N/A
26	Date entitlement and acceptance $N/A$ form and prospectus or Product Disclosure Statement will be sent to persons entitled
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	N/A
28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (if applicable)	N/A
30.	How do security holders sell their $N/A$

⁺ See chapter 19 for defined terms.

entitlements in full through a broker?

• 31 How do security holders sell part $N/A$ of their entitlements through a broker and accept for the balance?
• 32 How do security holders dispose of $N/A$ their entitlements (except by sale through a broker)?

33 Despatch date

VA

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• $34$ Type of securities (tick one)
• $(a)$ Securities described in Part 1 $\mathbf{\overline{X}}$
• $(b)$ All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35

If the securities are equity securities, the names of the 20 largest holders of the additional securities, and the number and percentage of additional securities held by those holders

36 If the securities are equity securities, a distribution schedule of the additional securities setting out the number of holders in the categories $1 - 1.000$ $1,001 - 5,000$ 5.001 - 10.000 $10.001 - 100.000$ 100,001 and over

³⁷

A copy of any trust deed for the additional securities

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38.	Number of securities for which quotation is sought	N/A
39.	Class of securities for which quotation is sought	N/A
40.	Do the securities rank equally in all respects from the date of allotment with an existing class of quoted securities?	N/A
	If the additional securities do not rank equally, please state: the date from which they do $\bullet$ extent to which they the ۰ participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
41	Reason for request for quotation now Example: In the case of restricted securities, end of restriction period	N/A
	(if issued upon conversion of another security, clearly identify that other security)
42.	Number and class of all securities quoted on ASX (including the securities in clause 38)	Number	Class

⁺ See chapter 19 for defined terms.

Quotation agreement

• Ouotation of our additional securities is in ASX's absolute discretion. ASX may $\mathbf{1}$ quote the securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those securities should not be granted quotation.
• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Cornorations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any securities to be quoted and that no-one has any right to return any securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the securities to be quoted, it has been provided at the time that we request that the securities be quoted.
• If we are a trust, we warrant that no person has the right to return the securities to be quoted under section 1019B of the Corporations Act at the time that we request that the securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ information or document not available now, will give it to ASX before quotation of the securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
• "John Hannaford".................................. Date: 18 December 2003 Sign here: (Company Secretary)

Print name: JOHN HANNAFORD

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⁺ See chapter 19 for defined terms.