EVOLUTION MINING LIMITED — Capital/Financing Update 2003

Apr 30, 2003

WESTONIA MINES LIMITED

1 May 2003

The Manager Company Announcements Platform Australian Stock Exchange Limited Level 10, 20 Bond Street SYDNEY NSW 2000

Dear Sir

APPENDIX 3B

Please find attached an Appendix 3B from Westonia Mines Limited in relation to an issue of shares to procure mining tenements.

In recognition of the requirements of secondary trading provisions of the Corporations Act 2001, the shares are subject to a 12 month voluntary escrow period from the date of issue.

Yours sincerely

John Hannaford Company Secretary

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

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

100,000

• $\mathfrak{D}$ 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 for payment; if. convertible securities, the conversion price and dates for conversion)

Shares rank equally with existing shares on issue.

⁺ See chapter 19 for defined terms.

Do the securities rank equally in all respects from the date of allotment with an existing class of quoted securities? 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 the $\lim$ 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	Yes
Issue price or consideration	Acquisition of mining tenements.
(If issued as consideration for the acquisition of assets, clearly identify those assets)	Lease 77/827.	Licence 77/3001 and Application for Mining
Dates of entering securities into uncertificated holdings or despatch of certificates	30 April 2003
		Class
Number and class of all securities quoted on ASX (including the securities in clause 2 if applicable)	83,453,785 27,779,040	Ordinary Options exercisable on or before 20 August 2006.
	Purpose of the issue	Consideration for the acquisition of Prospecting Number

⁺ See chapter 19 for defined terms.

-9	Number and "class of all "securities"
	not quoted on ASX (including the
	securities in clause 2 if applicable)

Number	Class
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.

Dividend policy (in the case of a $N/A$
trust, distribution policy) on the increased capital (interests) $10₁$

Part 2 - Bonus issue or pro rata issue

11	holder approval security Is required?	N/A
12	Is the issue renounceable or non- renounceable?	N/A
13	Ratio in which the securities will be offered	N/A
14	Class of securities to which the offer relates	N/A
15	determine Record date to entitlements	N/A
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	N/A
18	Names of countries in which the entity has security holders who will not be 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.

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

19.	Closing date for receipt οf 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	fee Amount of any handling payable to brokers who lodge acceptances or renunciations on behalf of security holders	N/A
25.	If the issue is contingent on security holders' approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	N/A
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 entitlements in full through - 8 broker?	N/A
31	How do security holders sell part of their entitlements through a broker and accept for the balance?	N/A

⁺ See chapter 19 for defined terms.

How do security holders dispose of $N/A$ 32 their entitlements (except by sa through a broker)?

33 Despatch date

້	.
le

$N/A$

Part 3 - Ouotation of securities

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

• 34 Type of securities (tick one)
• Securities described in Part 1 $(a)$ Y
• $(b)$ 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.	for which Class of securities 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 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.

Sign here:
	(Company Secretary)

Print name:

JOHN HANNAFORD

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⁺ See chapter 19 for defined terms.