EVOLUTION MINING LIMITED — Capital/Financing Update 2015

May 28, 2015

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ASX Announcement

29 May 2015

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ABN: 74 084 669 036 P 02 9696 2900 F 02 9696 2901

Level 30 175 Liverpool Street, Sydney, NSW 2000 www.evolutionmining.com.au

SUCCESSFUL COMPLETION OF INSTITUTIONAL COMPONENT OF ACCELERATED RENOUNCABLE ENTITLEMENT OFFER

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Evolution Mining (ASX:EVN) (”Evolution”) is pleased to advise that it has successfully completed the institutional entitlement offer component (“Institutional Entitlement Offer”) of its fully underwritten 5-for-13 accelerated renounceable entitlement offer (“Offer”).

Highlights

• Institutional Entitlement Offer successfully completed

• A$172 million raised to assist funding the Cowal acquisition

• Strong support from existing shareholders

• Significant interest from new investors via the shortfall bookbuild which priced at A$1.05 per entitlement – a A$0.15 premium to the Entitlement Offer price

• Evolution shares will recommence trading today, Friday 29 May 2015

• Retail Entitlement Offer opens on Wednesday 3 June 2015

On 25 May 2015 Evolution announced a A$248 million equity raising to partly fund the transformational acquisition of the Cowal gold mine from Barrick (Australia Pacific) Pty Limited (“Barrick”).

Credit Suisse acted as the Sole Lead Manager, Bookrunner and Underwriter on the equity raising. The Institutional Entitlement Offer raised gross proceeds of approximately A$172 million. The Offer received strong support from existing institutional shareholders.

The bookbuild priced at A$1.05 per entitlement, resulting in a premium of A$0.15 per entitlement over the Entitlement Offer price of A$0.90. The premium will be paid to the renouncing and ineligible institutional shareholders (less any applicable withholding tax). Newcrest Mining Limited did not take up its entitlements.

The shares taken up under the Institutional Entitlement Offer are expected to be allotted and commence trading on 5 June 2015.

Evolution’s Executive Chairman, Jake Klein, commented:

“This is a fantastic outcome. We are delighted with the level of participation from our existing institutional shareholders. It is also very encouraging to see strong demand in the shortfall bookbuild from both existing and new institutional shareholders. The fact that this bookbuild priced at $0.15 above the floor price demonstrates strong support for the Cowal acquisition and I think is a positive reflection of the reputation that Evolution has established over the last threeand-a-half years. We welcome the new, high quality institutions to our register and trust they share in our excitement about our future.”

“I would like to thank the Evolution Board, my outstanding Evolution team and La Mancha who have all made this transformative and unique transaction possible.”

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Retail Entitlement Offer

Eligible retail shareholders will be invited to participate in a Retail Entitlement Offer at the same offer price and offer ratio as the Institutional Entitlement Offer of A$0.90 per entitlement. The Retail Entitlement Offer will open on Wednesday, 3 June 2015 and close at 5.00pm (Sydney time) on Monday, 15 June 2015.

Eligible retail shareholders can choose to take up all, part or none of their Entitlement. Entitlements which are not taken up by eligible retail shareholders by the close of the Retail Entitlement Offer and Entitlements that would otherwise have been offered to ineligible retail shareholders will be sold through the retail bookbuild on Friday, 19 June 2015 ("Retail Bookbuild"). Any proceeds from the sale of Entitlements under the Retail Bookbuild in excess of the offer price will be remitted proportionally to those retail shareholders, less any applicable withholding tax. There is no guarantee that there will be any proceeds remitted to those retail shareholders.

Eligible retail shareholders wishing to participate in the Retail Entitlement Offer should carefully read the retail offer booklet and accompanying personalised entitlement and acceptance form which are expected to be despatched on Wednesday, 3 June 2015. Copies of the retail offer booklet will be available on the ASX website (www.asx.com.au) from Monday, 1 June 2015.

Shareholder Enquiries

For further information on the Entitlement Offer shareholders can call the Evolution Shareholder Information line on 1800 622 202 (toll free within Australia) or +61 2 1800 622 202 (outside Australia) from 8.30am to 5.30pm (Sydney time) during the retail offer period.

Effect on Timing of La Mancha Combination

On 20 April 2015 Evolution announced that it had entered into a binding agreement with La Mancha Group International BV to acquire 100% of La Mancha’s Australian operations – the high-grade Frog’s Leg underground gold mine, the adjacent White Foil open-pit gold mine and the recently completed 1.5Mtpa Mungari CIL processing plant. This acquisition remains subject to a number of conditions, including Evolution shareholder approval. This acquisition remains on track and Evolution’s shareholders will receive an Explanatory Memorandum including a Notice of Meeting and Independent Expert’s Report for an Extraordinary General Meeting of Evolution that is now expected to be held in late July 2015.

For further information please contact:

Investor Enquiries

Media Enquiries

Bryan O’Hara Michael Vaughan Investor Relations Manager Media Relations Evolution Mining Limited Cannings Purple Tel: +61 2 9696 2900 Tel: +61 8 6314 6300

About Evolution Mining

Evolution Mining is a leading, growth-focused Australian gold miner. Evolution operates five wholly-owned mines – Cracow, Mt Carlton, Mt Rawdon and Pajingo in Queensland and Edna May in Western Australia.

Group production for FY14 totalled 427,703 ounces gold equivalent at an All-In Sustaining Cost of A$1,083/oz.

FY15 production guidance from its five existing operating assets is 400,000 – 440,000 ounces gold equivalent at All-in Sustaining Cost in the range of A$1,050 – A$1,130/oz.

On 20 April 2015 Evolution announced that it had entered into a binding agreement with La Mancha Group International BV to acquire 100% of La Mancha’s Australian operations – the high-grade Frog’s Leg underground gold mine, the adjacent White Foil open-pit gold mine and the recently completed 1.5Mtpa Mungari CIL processing plant – all located near Kalgoorlie in Western Australia. The La Mancha Australia acquisition remains subject to conditions including Evolution shareholder approval. Combined current annual production from La Mancha Australia’s operations is in the range of 130,000 –160,000 ounces of gold at an AISC of $A950 – A$1,000 per ounce.

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On 25 May 2015 Evolution announced that it had entered into an agreement with Barrick (Australia Pacific) Pty Limited (“Barrick”) to acquire the Cowal gold mine through the purchase of 100% of the shares in Barrick (Cowal) Pty Limited for a price of US$550 million. The Cowal gold mine in New South Wales is one of Australia’s most attractive gold assets. It is a highly sought after, large scale, long life operation with estimated annual production of 230,000 – 260,000 ounces at an AISC of A$850 – A$900 per ounce.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This announcement does not constitute an offer, invitation or recommendation to subscribe for or purchase any securities and neither this announcement nor anything contained in it shall form the basis of any contract or commitment. In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any person acting for the account or benefit of a person in the United States, or in any other jurisdiction in which such an offer would be unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, within the United States or to any person acting for the account or benefit of a person in the United States, unless the securities have been registered under the Securities Act or an exemption from the registration requirements of the Securities Act and applicable U.S. state securities laws is available.

This announcement contains forward looking statements about the Company, La Mancha Australia and Cowal. Often, but not always, forward looking statements can generally be identified by the use of forward looking words such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “continue”, and “guidance”, or other similar words and may include, without limitation, statements regarding plans, strategies and objectives of management, anticipated production or construction commencement dates, expected costs or production outputs, the outcome and effects of the proposed acquisitions of Cowal and La Mancha and the future operation of the Company, La Mancha and Cowal. To the extent that this announcement contains forward looking information, the forward looking information is subject to a number of risk factors, including those generally associated with the gold industry. Any such forward looking statement also inherently involves known and unknown risks, uncertainties and other factors that may cause actual results, performance and achievements to be materially greater or less than estimated. Investors should consider the forward looking statements contained in this announcement in light of those disclosures. The forward looking statements are based on information available to Evolution as at the date of this announcement. Except as required by law or regulation (including the ASX Listing Rules), Evolution undertakes no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise. Indications of, and guidance on, future earnings or financial position or performance are also forward looking statements.

Investors should note that it is a requirement of the Australian Securities Exchange listing rules that the reporting of ore reserves and mineral resources in Australia comply with the Australasian Joint Ore Reserves Committee Code for Reporting of Mineral Resources and Ore Reserves (the JORC Code) whereas mining companies in other countries may be required to report their ore reserves and/or mineral resources in accordance with other guidelines (for example, SEC Industry Guide 7 in the United States). Investors should note that while the Company’s and La Mancha Australia’s mineral resource and ore reserve estimates comply with the JORC Code, and the Cowal ore reserves and mineral resources estimates comply with Canadian NI 43-101 standards, they may not comply with the relevant guidelines in other countries, and do not comply with SEC Industry Guide 7. In particular, SEC Industry Guide 7 does not recognise classifications other than proven and probable reserves and, as a result, the SEC generally does not permit mining companies to disclose their mineral resources, including indicated and inferred resources, in SEC filings. Accordingly, if the Company, La Mancha Australia and Cowal were reporting in accordance with SEC Industry Guide 7, they would not be permitted to report any mineral resources, including indicated and inferred resources, and the amount of reserves reported by each of the Company, La Mancha and Cowal may be lower than their respective estimates. You should not assume that quantities reported as “resources” will be converted to reserves under the JORC Code or any other reporting regime or that the Company, La Mancha Australia or Cowal will be able to legally and economically extract them. In addition, investors should note that under SEC Industry Guide 7, mine life may only be reported based on ore reserves.