EVOLUTION MINING LIMITED — Capital/Financing Update 2005

Apr 21, 2005

WESTONIA MINES LIMITED

22 April 2005

Australian Stock Exchange Limited Exchange Plaza Level 8 2 The Esplanade Perth WA 6000

Dear Sir

UPDATED ANNOUNCEMENT

Please find attached an updated announcement which includes the amendment to item 13 which was incorrectly reported on the announcement that was lodged on 21 April 2005.

Yours sincerely

Derin With

Dennis Wilkins Company Secretary

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).

$\mathbf{1}$ 'Class of 'securities issued or to be issued

Ordinary Shares

• $\overline{2}$ Number of 'securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the securities (eg, if options, exercise price and expiry date; if partly paid securities, the amount outstanding and due dates payment; if convertible for securities, the conversion price and dates for conversion)

Up to 57,596,926

⁺ See chapter 19 for defined terms.

which extent to they the participate for the next dividend, (in- the case οf a trust. distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend,
(If issued as consideration for the acquisition of assets, clearly identify those assets)	Additional working capital
uncertificated holdings or despatch of certificates
Number and 'class of all 'securities quoted on ASX (including the securities in clause 2 if applicable)	Up to 157,790,778 27,448,001	Class Ordinary Shares Listed Options
	distribution or interest payment Issue price or consideration Purpose of the issue Dates of entering securities into	10 cents 25 May 2005 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)

10	Dividend policy (in the case of a $\boxed{N}$
	trust, distribution policy) on the
	increased capital (interests)

Number	Class
2,070,000	Unlisted Options

$\sqrt{a}$

Part 2 - Bonus issue or pro rata issue

11	security holder approval Is required?	Yes
12	Is the issue renounceable or non- renounceable?	Non-renounceable
13	Ratio in which the securities will be offered	1 for 2
14	Class of securities to which the offer relates	Ordinary Shares
15	determine Record date to entitlements	4 May 2005
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Yes
17	Policy for deciding entitlements in relation to fractions	Nearest whole number
18	Names of countries in which the entity has security holders who will not be sent new issue documents	N/A
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of I acceptances or renunciations	18 May 2005
20.	Names of any underwriters	Euroz Securities Limited

$\div$ See chapter 19 for defined terms.

21	Amount of any underwriting fee or commission	On the proportion of the Entitlement Issue taken up by Lion Selection Group Limited, or an associated entity, in firm relief of the underwriters obligations a fee of 1.25% will be charged. On the balance a fee of 5% will be charged, subject to certain terms and conditions
22.	Names of any brokers to the issue	N/A
23.	Fee or commission payable to the broker to the issue	N/A
24	any handling fee Amount οſ brokers who lodge payable to acceptances or reminciations 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	5 May 2005
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 а broker?	N/A
31	How do security holders sell part of their entitlements through a broker and accept for the balance?	N/A
32	How do security holders dispose of their entitlements (except by sale through a broker)?	N/A

⁺ See chapter 19 for defined terms.

25 May 2005 33 Despatch date

Part 3 - Ouotation of securities

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

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

36

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

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

Entities that have ticked box 34(b)

38 Number of securities for which $N/A$ quotation is sought 39 Class of securities for which $N/A$

quotation is sought

⁺ See chapter 19 for defined terms.

40	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 ۰ participate for the next dividend, the of $(\text{in})$ case 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	N/A
41	Reason for request for quotation now Example: In the case of restricted securities, end of restriction period upon conversion (if issued оf another security, clearly identify that other security)	N/A
42	Number and class of all securities quoted on ASX (including the securities in clause 38)	Number N/A	Class

Quotation agreement

• Quotation of our additional securities is in ASX's absolute discretion. ASX may $\mathbf{I}$ quote the securities on any conditions it decides.
• $\bar{2}$ We warrant the following to ASX.
• The issue of the securities to be quoted complies with the law and is not for $\bullet$ an illegal purpose.
• There is no reason why those securities should not be granted quotation. $\bullet$
• 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 Corporations Act.

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

$\div$ See chapter 19 for defined terms.

• 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.
• $\overline{3}$ 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.
• $\overline{4}$ We give ASX the information and documents required by this form. If any 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: DENNIS WILKINS........ Date: 21 April 2005 (Company Secretary)
• Print name: DENNIS WILKINS

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⁺ See chapter 19 for defined terms.