EVOLUTION MINING LIMITED — Regulatory Filings 2004

Aug 19, 2004

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 177/96. 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 Fully Paid Shares

• $\overline{2}$ Number of 'securities issued or to be issued (if known) or maximum number which may be issued
• Principal terms of the securities (eg, 3 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)

4,000,000

Shares rank equally with existing shares on issue.

⁺ 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? If the additional securities do not rank equally, please state: the date from which they do which the extent to. they participate for the next dividend, οf case (in the. ä 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	Yes
5.	Issue price or consideration	25 cents each
6.	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Private placement to provide additional funding for the development of the Westonia gold project
7	Dates of entering securities into uncertificated holdings or despatch of certificates	20 August 2004
8	Number and class of all securities quoted on ASX (including the securities in clause 2 if applicable)	Number 105, 193, 852 27,448,001	Class Ordinary (WEZ) Options (WEZO) exercisable on or before 20 August 2006.

⁺ See chapter 19 for defined terms.

		Number	Class
9	Number and class of all securities not quoted on ASX (including the securities in clause 2 if applicable)	500,000	Options exercisable at 30 cents each on or before 20 September 2004.
		800,000	Options exercisable at 30 cents each on or before 31 May 2005.
		700,000	Options exercisable at 40 cents each on or before 31 May 2006.
		120,000	Options exercisable at 36 cents each on or before 30 May 2006
		120,000	Options exercisable at 43 cents each on or before 30 May 2006
		120,000	Options exercisable at 50 cents each on or before 30 May 2006
			Options exercisable at 36 cents each on or before 27 April 2007
		105,000	Options exercisable at 42 cents each on or before 27 April
		105,000	2007

$10¹⁰$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

$N/A$

Part 2 - Bonus issue or pro rata issue

$11$ $Is$ security holder approval $N/A$ required? $12²$ Is the issue renounceable or non- $N/A$ renounceable? Ratio in which the securities will $N/A$ 13 be offered $14$ Class of securities to which the $N/A$ offer relates

$\overline{\text{+ See chapter 19 for defined terms.}}$

Appendix 3B New issue announcement

15	determine Record date to entitlements	N/A
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	N/A
18	Names of countries in which the entity has security holders who will not be sent issue new documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	N/A
19	Closing $\alpha f$ date for receipt acceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	Nil
24	any handling fee Amount οf brokers who lodge payable 10 ° acceptances or renunciations 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	N/A

⁺ See chapter 19 for defined terms.

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 a 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
33	Despatch date	N/A

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 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

If the securities are requity securities, the names of the 20 largest holders of the additional securities, and the number and percentage of additional securities held by those holders

⁺ See chapter 19 for defined terms.

-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 quotation is sought	N/A
39.	Class of securities for which quotation is sought	N/A
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 ۰ which the extent to they participate for the next dividend, case of a (in the trust, distribution) or interest payment the extent to which they do not $\bullet$ 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 (if issued upon conversion of another security, clearly identify that other security)	N/A
		Number	Class

⁺ See chapter 19 for defined terms.

Number and class of all 'securities 42 quoted on ASX (including the securities in clause 38)

۰, ۰.
č

l.

Quotation 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 auotation.
• 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.
• 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.
• We give ASX the information and documents required by this form. If any $\overline{4}$ 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.

⁺ See chapter 19 for defined terms.

Sign here:

(Company Secretary)

.................. Date: 20 August 2004

Print name:

JOHN HANNAFORD

$\begin{tabular}{ll} \hline \textbf{min} & \textbf{min} & \textbf{min} & \textbf{min} \ \hline \end{tabular}$

⁺ See chapter 19 for defined terms.