EVOLUTION MINING LIMITED — Capital/Financing Update 2012

Sep 16, 2012

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To: Company Announcements Office From: The Company Secretary Date: 17 September 2012

ABN: 74 084 669 036 P 02 9696 2900 F 02 9696 2901 Level 28 175 Liverpool Street Sydney, NSW 2000 www.evolutionmining.com.au

Subject: Appendix 3B for Immediate Release to the Market

Attached for release to the market is the Appendix 3B relating to the issue of Performance Rights to employees of Evolution Mining Limited ( Evolution or Company ) under the Evolution Mining Limited Employee Share Option and Performance Rights Plan. In term of Listing Rule 3.10.3, the following additional information is disclosed in relation to a proposed issue of Performance Rights subject to security holder approval:

	Class of securities to be issued	Performance Rights (under the Evolution Employee Share Option and Performance Rights Plan)
	Number of securities to be issued if known or maximum number which may be issued	Up to 1,057,299 Performance Rights
	Principal terms of the securities to be issued	The Performance Rights are issued under the Evolution Employee Share Option and Performance Rights Plan approved by shareholders at the Annual General Meeting in November 2010. Each Performance Right will convert to one fully paid ordinary share, subject to satisfaction of certain Vesting Conditions. The Performance Rights will be performance tested as at 30 June 2015 (the Relevant Date) The number of Performance Rights which vest on the Relevant Date will depend on the extent to which the Vesting Conditions have been satisfied at the Relevant Date. The Vesting Conditions will be based on:  Evolution’s relative total shareholder return (TSR) measured against the TSR for a peer group of 20 comparator gold mining companies (Peer Group Companies);  Evolution’s net C1 cash costs per ounce ranking amongst the Peer Group Companies, and  Evolution’s ability to increase its average mine life to 8 years calculated at 30 June 2015 production rates. All Performance Rights have a zero exercise price. Performance Rights which do not vest will lapse immediately.
	Issue price or consideration	Nil

Purpose of the issue	The Performance Rights are issued under the Evolution Mining Limited Employee Share Option and Performance Rights Plan
Whether entity will seek security holder approval in relation to the proposed issue of securities	Yes, security holder approval will be sought the next Annual General Meeting to be held on 27 November 2012.
Whether the issue will be to a new class of security holders	No

Yours sincerely

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---

Evan Elstein

Company Secretary

Evolution Mining Limited

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Appendix 3B New issue announcement

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

EVOLUTION MINING LIMITED (Evolution or Company)

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).

1 +Class of +securities issued or to be Performance Rights (under the Evolution Employee issued Share Option and Performance Rights Plan) 2 Number of[+] securities issued or to 2,903,006 be issued (if known) or maximum number which may be issued

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

3 Principal terms of the[+] securities The Performance Rights are issued under the (eg, if options, exercise price and Evolution Employee Share Option and Performance expiry date; if partly paid[+] securities, Rights Plan approved by shareholders at the Annual General Meeting in November 2010. the amount outstanding and due dates for payment; if[+] convertible Each Performance Right will convert to one fully paid securities, the conversion price and ordinary share, subject to satisfaction of certain dates for conversion) Vesting Conditions. The Performance Rights will be performance tested as at 30 June 2015 ( the Relevant Date )

The number of Performance Rights which vest on the Relevant Date will depend on the extent to which the Vesting Conditions have been satisfied at the Relevant Date. The Vesting Conditions will be based on:  Evolution’s relative total shareholder return ( TSR ) measured against the TSR for a peer group of 20 comparator gold mining companies ( Peer Group Companies );  Evolution’s net C1 cash costs per ounce ranking amongst the Peer Group Companies, and  Evolution’s ability to increase its average mine life to 8 years calculated at 30 June 2015 production rates. All Performance Rights have a zero exercise price. Performance Rights which do not vest will lapse immediately.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h_in_ relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A	No. Performance Rights do not rank equally with existing fully paid ordinary securities from the date of issue and do not participate in any dividend, distribution or interest payment. Any fully paid ordinary shares allotted on the conversion of Performance Rights will rank equally in all respects with existing issued ordinary fully paid shares.
	Nil
	The Performance Rights are issued under the Evolution Mining Limited Employee Share Option and Performance Rights Plan
	No.
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and+class of all+securities quoted on ASX (_including_the securities in section 2 if applicable)	N/A
	N/A
	N/A
	N/A
	N/A
	17 September 2012
	Number	+Class
	707,605,713	Fully paid ordinary Shares

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the securities in section 2 if applicable)	Number	+Class
	329,548 329,548 329,547 272,726 56,819 113,637 113,637 113,637 113,637 629,000 505,291 6,290 15,172 454,645 634,672 346,865 1,560,450 582,141 221,645 350,264 600,000 93,572 1,164 2,810 84,194 117,532 64,234 400,084 107,804 41,046 64,864 1,215,000 600,000 315,000 675,000 555,000 1,650,000 6,483,765	Exercise price Expiry $0.829 23/12/2013 $1.049 23/12/2013 $1.269 23/12/2013 $1.489 23/12/2013 $0.609 23/12/2013 $0.609 11/03/2014 $0.829 11/03/2014 $1.049 11/03/2014 $1.269 11/03/2014 $1.69 30/06/2015 $1.822 25/11/2016 $1.782 25/11/2016 $1.86 25/11/2016 $1.936 25/11/2016 $1.879 25/11/2016 $2.072 25/11/2016 $1.802 25/11/2016 $1.472 25/11/2016 $2.072 18/11/2016 $2.412 18/11/2016 $3.062 26/02/2013 $1.822 25/11/2015 $1.782 25/11/2015 $1.86 25/11/2015 $1.936 25/11/2015 $1.879 25/11/2015 $2.072 25/11/2015 $1.802 25/11/2015 $1.472 25/11/2015 $2.072 18/11/2016 $2.412 18/11/2016 $1.27 1/06/2015 $1.84 25/11/2016 $1.40 6/10/2015 $2.13 25/11/2015 $1.88 1/04/2016 $1.962 19/10/2012 Performance Rights

10 Dividend policy (in the case of a Not applicable. trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable?

13 Ratio in which the[+] securities will be offered

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

14	+Class of+securities to which the
	offer relates
15	+Record date to determine
	entitlements
16	Will holdings on different registers
	(or subregisters) be aggregated for
	calculating entitlements?
17	Policy for deciding entitlements in
	relation to fractions
18	Names of countries in which the
	entity has+security holders who will
	not be sent new issue documents
	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
	acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee or
	commission
22	Names of any brokers to the issue
23	Fee or commission payable to the
	broker to the issue
24	Amount of any handling fee payable
	to brokers who lodge acceptances or
	renunciations on behalf of+security
	holders
25	If the issue is contingent on+security
	holders’ approval, the date of the
	meeting
26	Date entitlement and acceptance
	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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)

30	How do+security holders sell their
	entitlements_in full_through a broker?
31	How do+security holders sell_part_of
	their entitlements through a broker
	and accept for the balance?
32	How do+security holders dispose of
	their entitlements (except by sale
	through a broker)?
33	+Despatch date

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 ]

(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.

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Appendix 3B New issue announcement

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)	N/A
	N/A
	N/A
	N/A
	Number	+Class
	N/A	N/A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 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.

• 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: Company Secretary

Date: 17 September 2012

Print name: Evan Elstein

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• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 9