EVOLUTION MINING LIMITED — Capital/Financing Update 2015

Sep 9, 2015

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ABN 74 084 669 036

To: Company Announcements Office

From: The Company Secretary

Date: 10 September 2015 Subject: Appendix 3B for Immediate Release to the Market

Sydney Office P +61 2 9696 2900 F +61 2 9696 2901 Level 30 175 Liverpool Street Sydney NSW 2000

www.evolutionmining.com.au

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 Employee Share Option and Performance Rights Plan.

A summary of the Performance Rights in issue is provided in the table below:

	Date	Details	Number of Performance Rights	Running Balance
		Opening Balance	21,382,111	21,382,111
Vested	31/08/15	Performance Measures achieved	2,262,954	19,119,157
Lapsed	31/08/15	Performance Measures not achieved	923,228	18,195,929
Cancelled	09/09/15	Employee departures	320,006	17,875,923
Granted	09/09/15	Shareholder approval not required	5,804,767	23,680,690
	09/09/15	Subject to Shareholder approved	1,732,429	25,413,119

The Company confirms that 7,537,196 Performance Rights have been issued under the Evolution Employee Share Option and Performance Rights Plan, of which 1,732,429 Performance Rights are subject to shareholder approval and 320,006 Performance Rights have been cancelled following employee departures, resulting in a net new issue of 7,217,190 Performance Rights. On 2 September 2015, the Company advised that 2,262,954 Performance Rights vested and 923,228 lapsed in relation to the Performance Rights granted in FY13. There are a total of 25,413,119 Performance Rights currently in issue with various performance testing dates and vesting conditions.

In terms of Listing Rule 3.10.3, the following additional information is disclosed in relation to the issue of Performance Rights that are subject to shareholder 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 1,732,429 Performance Rights.
	Principalterms ofthe securities to be	The Performance Rights are issued under the Evolution Employee Share

issued	Option and Performance Rights Plan approved by shareholders at the Annual General Meeting in November 2014. Each Performance Right will convert to one fully paid ordinary share, subject to satisfaction of certain Vesting Conditions. These Performance Rights will be performance tested as at 30 June 2018 (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 absolute total shareholder return (TSR) measured as the cumulative annual TSR over the three year period ending 30 June 2018, • Evolution’s growth in Earnings Per Share (EPS), measured as the cumulative annual growth rate in EPS, excluding non-recurring items, over the three year period ending 30 June 2018, and • Evolution’s growth in Ore Reserves Per Share, measured by comparing the baseline measure of the Ore Reserves as at 31 December 2014, to the Ore Reserves as at 31 December 2017 on a per share basis, with testing to be performed at 30 June 2018. 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, shareholder approval will be sought the next Annual General Meeting to be held on 25 November 2015.
Whether the issue will be to a new class of security holders	No

Yours sincerely

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---

Evan Elstein

Company Secretary

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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, 04/03/13

Name of entity

Evolution Mining Limited ('Evolution')

ABN

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 7,217,190 Performance Rights be issued (if known) or maximum number which may be issued

• See chapter 19 for defined terms.

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Appendix 3B Page 1

3 Principal terms of the+securities (e.g. 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) 4 Do the+securities rank equally in all respects from the+issue date 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	The Performance Rights are issued under the Evolution Employee Share Option and Performance Rights Plan approved by shareholders at the Annual General Meeting held on 26 November 2014. 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 2018 (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 absolute TSR measured as the cumulative annual TSR over the three year period ending 30 June 2018;  Evolution’s growth in Earnings Per Share (EPS), measured as the cumulative annual growth rate in EPS, excluding non-recurring items, over the three year period ending 30 June 2018; and  Evolution’s growth in Ore Reserves Per Share, measured by comparing the baseline measure of the Ore Reserves as at 31 December 2014, to the Ore Reserves as at 31 December 2017 on a per share basis, with testing to be performed at 30 June 2018. All Performance Rights have a zero exercise price. Performance Rights which do not vest will lapse immediately.
	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 share allotted on the conversion of Performance Rights will rank equally in all respects with existing issued fully paid ordinary shares.
	Nil

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 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	The Performance Rights are issued under the Evolution Employee Share Option and Performance Rights Plan.
	No.
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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Appendix 3B Page 3

• 7 +Issue dates 9 September 2015

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.

8 Number and+class of all+securities quoted on ASX (_including_the +securities in section 2 if applicable)	Number	~~+~~Class
	1,440,574,887 shares.	Fully paid ordinary shares.

9 Number and+class of all+securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	165,000 53,902 53,902 582 582 200,042 200,042 46,786 46,786 1,405 1,405 58,766 58,766 42,097 42,097 32,117 32,117 675,000 555,000 382,695 32,432 242,168 20,523 582,141 6,290 1,560,450 505,291 600,000 634,672 15,172 454,645 346,865 25,413,119	Exercise Expiry Price $1.400 6/10/2015 $1.472 25/11/2015 $1.398 25/11/2015 $1.782 25/11/2015 $1.708 25/11/2015 $1.802 25/11/2015 $1.728 25/11/2015 $1.822 25/11/2015 $1.748 25/11/2015 $1.860 25/11/2015 $1.786 25/11/2015 $1.879 25/11/2015 $1.805 25/11/2015 $1.936 25/11/2015 $1.862 25/11/2015 $2.072 25/11/2015 $1,998 25/11/2015 $2.130 25/11/2015 $1.880 1/04/2016 $2.412 18/11/2016 $2.338 18/11/2016 $2.072 18/11/2016 $1.998 18/11/2016 $1.472 25/11/2016 $1.782 25/11/2016 $1.802 25/11/2016 $1.822 25/11/2016 $1.840 25/11/2016 $1.879 25/11/2016 $1.860 25/11/2016 $1.936 25/11/2016 $2.072 25/11/2016 PerformanceRights

10 Dividend policy (in the case of a No change - All shares participate equally trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11	Is security holder approval required?
12	Is the issue renounceable or non-
	renounceable?
13	Ratio in which the+securities will be
	offered
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 offer 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

• See chapter 19 for defined terms.

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Appendix 3B Page 5

26	Date entitlement and acceptance
	form and offer documents 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
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	+Issue 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

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.

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Appendix 3B Page 7

• 40 Do the[+] securities rank equally in all N/A respects from the[+] issue date 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 N/A Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another +security, clearly identify that other +security)

Number +Class 42 Number and[+] class of all[+] securities N/A N/A quoted on ASX ( including the +securities in clause 38)

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 is not available now, we 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.

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Sign here:

Date: 10 September 2015 Company secretary

Print name: Evan Elstein

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• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 9