EVOLUTION MINING LIMITED — Capital/Financing Update 2007

Jun 17, 2007

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, 24/10/2005.

Name of entity

Westonia mines Limited

ABN

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).

	+ Class of + securities issued or to be issued	Ordinary Shares and 30 June 2010 Options
$\mathfrak{Z}$	Number of $\beta$ securities issued or to be issued (if known) or maximum	38,375,256 Ordinary Shares
	number which may be issued	38,375,256 Free Attaching 30 June 2010 Options
3	Principal terms of the *securities	Shares rank pari passu with ordinary fully paid shares
	(eg, if options, exercise price and	on issue.
	expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if + convertible securities. the conversion price and dates for	The options are exercisable at 10 cents each at any time on or before 5.00 pm WST on the 30 June 2010.
	conversion)

⁺ 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, pari passu with existing fully paid Ordinary Shares Shares issued as a result of the exercise of Options will rank equally with existing listed shares.
	If the additional securities do not rank equally, please state: the date from which they do extent to which they the participate for the next dividend, the case of $a -$ trust. (in 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	8 cents per share and free attaching option.
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Shares issued on basis of 1 for every 8 held to fund Westonia's future exploration activities.
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	TBA anticipated 16 July 2007
8	Number and + class of all *securities quoted ASX on. (including the securities in clause 2 if applicable)	Number 345, 377, 307 38, 375, 256	+ Class Ordinary Shares Options June 2010, 10 cents

⁺ See chapter 19 for defined terms.

		Number	* Class
Q.	Number aIl *class and	30,000	April $2007 - 36$ cent options
	*securities not quoted on ASX	30,000	April $2007 - 42$ cent options
	(including the securities in clause)	200,000	November $2008 - 11$ cent options.
	2 if applicable)	200,000	November $2009 - 11$ cent options.
		700,000	November $2010 - 11$ cent options.
		2,000,000	November $2010 - 20$ cent options.
		1,000,000	April $2010 - 20$ cent options.

$10¹⁰$ trust, distribution policy) on the
increased capital (interests)

Dividend policy (in the case of a $\sqrt{\frac{h}{\pi}}$ The company does not have a dividend policy

Part 2 - Bonus issue or pro rata issue

11	Ιs security holder approval required?	N0
12	Is the issue renounceable or non- renounceable?	Renounceable
13	Ratio in which the "securities will he offered	I new share and 1 new free attaching option for every 8 shares held.
14	Class of securities to which the offer relates	Ordinary Shares
15	*Record determine date to. entiflements	27 June 2007
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N 0
17	Policy for deciding entitlements in relation to fractions	Round up to the nearest whole number
18	Names of countries in which the entity has *security holders who will not be sent new issue documents	This Prospectus is not to be distributed in, and no offer of shares is to be made in, countries other than Australia and New Zealand.
	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 1 acceptances or renunciations	12 July 2007

⁺ See chapter 19 for defined terms.

20	Names of any underwriters	Patersons Securities Limited (ACN 008 896 311)
21	Amount of any underwriting fee or commission	Underwriting fee of $4\% \sim $122,800$ Management fee of $1\% \sim $30,700$
22.	Names of any brokers to the issue	Patersons Securities Limited (ACN 008 896 311)
23.	Fee or commission payable to the broker to the issue	See note 21
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf $\mathbf{\hat{N}}$ *security holders	Nil
25.	If the issue is contingent $_{\text{on}}$ *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	28 June 2007
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	$N/A$ – Unlisted Options will not participate in this offer.
28.	Date rights trading will begin (if applicable)	21 June 2007
29	Date rights trading will end (if applicable)	6 July 2007
30	How do *security holders sell their entitlements in full through a broker?	Provide instructions to your stockbroker regarding the number of rights you wish to sell.
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?	Complete the Entitlement and Acceptance form for the number of new shares they wish to accept accordingly to the instructions on the form and send to the company's share registry. Subsequently, provide instructions to their stockbroker regarding the number of Rights they wish to sell.

⁺ See chapter 19 for defined terms.

32 How do *security holders dispose Complete a standard "renunciation form" (obtainable of their entitlements (except by sale from the companies share registry) and forward with through a broker)? the transferee's application money to the company's share registry by the closing date (5.00pm WST on 11 July 2007).

33 *Despatch date 16 July 2007

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)
• Securities described in Part 1 $(a)$ ℼ
• 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

$(b)$

• 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
• 39 Class of *securities for which quotation is sought
• 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
• the extent to which they 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

(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
÷.

Ouotation agreement

• $\mathbf{I}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may 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 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

• 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.
• 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.
• $\overline{4}$ 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 $\angle$ 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 Fitzgerald

$\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1}{2}$ = $\frac{1$

⁺ See chapter 19 for defined terms.