EVOLUTION MINING LIMITED — Regulatory Filings 2016

Sep 14, 2016

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ABN 74 084 669 036

Sydney Office

To: Company Announcements Office From: The Company Secretary Date: 15 September 2016

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

Subject: Appendix 3B for Immediate Release to the Market

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 (ASX:EVN) (Evolution or Company) and the change in the exercise price of share options issued over unlisted shares under the Evolution Employee Share Option and Performance Rights Plan (Plan).

1. Further to the announcement released on the ASX platform by the Company on 24 August 2016 in relation to its 2-for-15 accelerated renounceable entitlement offer (AREO), an additional grant of Performance Rights has also been made to participants of the FY15 and FY16 awards since the value of these prior grants of Performance Rights have been diluted as a result of the AREO (Additional Award). An external independent adviser was engaged to calculate the dilutive effect of the AREO and to determine the number of additional Performance Rights that should be granted to employees to address this dilutive effect under the Additional Award. It was determined that the adjustment factor was 1.00768 (i.e. for every 100,000 Performance Rights held prior to the AREO, 100,768 will be held after the adjustment).

The grant of Performance Rights to Executive Directors, Mr Jake Klein and Mr Lawrie Conway, under both the FY17 award and the Additional Award will be subject to shareholder approval at the 2016 Annual General Meeting.

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

Grant Date	Details	Subject to Shareholder Approval	Shareholder Approval not Required	Total Performance Rights
	OpeningBalance	3,750,0001	17,553,393	21,303,393
13/09/16	Performance Rights granted to employees		5,428,284	5,428,284
13/09/16	Performance Rights granted to executive directors	1,082,537		1,082,537
	ClosingBalance	4,832,537	22,981,677	27,814,214

The Company confirms that 6,510,821 Performance Rights have been granted under the Evolution Employee Share Option and Performance Rights Plan, of which 1,082,537 Performance Rights granted to Mr Klein and Mr Conway are subject to shareholder approval. There are a total of 27,814,214 Performance Rights currently in issue with various performance testing dates and vesting conditions.

1 The Company entered into a Retention Agreement with the Mr. Klein on 16 December 2015, pursuant to which 3,750,000 Retention Rights were granted under the Company's Employee Share Option and Performance Rights Plan, subject to shareholder approval at the Company's next shareholder meeting. The Retention Rights will only vest three years from the date of the Agreement if Mr. Klein is an employee of the Company at that time.

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 1,082,537 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 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 2019 (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 2019,  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 2019, and  Evolution’s growth in Ore Reserves Per Share, measured by comparing the baseline measure of the Ore Reserves as at 31 December 2015, to the Ore Reserves as at 31 December 2018 on a per share basis, with testing to be performed at 30 June 2019. 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 24 November 2016.
Whether the issue will be to a new class of security holders	No

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1. Evolution also advises that following the AREO, for the purpose of ASX Listing Rule 3.11.2, it has adjusted the exercise prices of outstanding options under the Plan, effective 22 September 2016, as follows:

Share Options	Current Exercise Price	New Exercise Price
582,141	$ 1.472	$ 1.418
6,290	$ 1.782	$ 1.728
1,560,450	$ 1.802	$ 1.748
505,291	$ 1.822	$ 1.768
420,000	$ 1.840	$ 1.786
15,172	$ 1.860	$ 1.806
634,672	$ 1.879	$ 1.825
454,645	$ 1.936	$ 1.882
20,523	$ 1.998	$ 1.944
589,033	$ 2.072	$ 2.018
32,432	$ 2.338	$ 2.284
382,695	$ 2.412	$ 2.358

Yours sincerely

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---

Evan Elstein Company Secretary

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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 5,428,284 Performance Rights be issued (if known) or maximum 1,082,537 Performance Rights – subject to

• number which may be issued shareholder approval

• See chapter 19 for defined terms.

Appendix 3B Page 1

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• 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 Rights Plan approved by shareholders at the Annual

• expiry date; if partly paid +securities, the amount General Meeting held on 26 November 2014. outstanding and due dates for Each Performance Right will convert to one fully paid payment; if[+] convertible securities, ordinary share, subject to satisfaction of certain the conversion price and dates for Vesting Conditions. conversion)

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 2019 (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 2019;

• 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 2019; and

• Evolution’s growth in Ore Reserves Per Share, measured by comparing the baseline measure of the Ore Reserves as at 31 December 2015, to the Ore Reserves as at 31 December 2018 on a per share basis, with testing to be performed at 30 June 2019.

• All Performance Rights have a zero exercise price. Performance Rights which do not vest will lapse immediately.

4 Do the[+] securities rank equally No. Performance Rights do not rank equally with in all respects from the date of existing fully paid ordinary securities from the date of issue and do not participate in any dividend, allotment with an existing[+] class distribution or interest payment. of quoted[+] securities? Any fully paid ordinary share allotted on the If the additional securities do conversion of Performance Rights will rank equally in not rank equally, please state: all respects with existing issued fully paid ordinary shares..  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 Nil 6 Purpose of the issue The Performance Rights are issued under the (If issued as consideration for Evolution Employee Share Option and Performance Rights Plan. the acquisition of assets, clearly identify those assets)

6a Is the entity an[+] eligible entity No 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 N/A resolution under rule 7.1A was passed 6c Number of[+] securities issued N/A without security holder approval under rule 7.1 6d Number of[+] securities issued N/A with security holder approval under rule 7.1A

N/A N/A N/A

• See chapter 19 for defined terms.

Appendix 3B Page 3

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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
	15 September 2016
	Number	+Class
	1,628,649,762 This includes 151,914,603 Fully Paid Ordinary Shares issued under the Institutional Entitlement Offer on 5 September 2016 ("New Shares") pursuant to the pro-rata accelerated renounceable entitlement offer (the "Entitlement Offer") described in the ASX Announcement and Investor Presentation lodged with the ASX on 24 August 2016. The issue date for the New Shares under the Retail Entitlement Offer will be 26 September 2016.	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
	20,523 242,168 32,432 382,695 582,141 6,290 1,560,450 505,291 420,000 634,672 15,172 454,645 346,865 22,981,677 4,832,537	Exercise Expiry Price $1.944 18/11//2016 $2.018 18/11/2016 $2.284 18/11/2016 $2.358 18/11/2016 $1.418 25/11/2016 $1.728 25/11/2016 $1.748 25/11/2016 $1.768 25/11/2016 $1.786 25/11/2016 $1.825 25/11/2016 $1.806 25/11/2016 $1.882 25/11/2016 $2.018 25/11/2016 Performance Rights Performance Rights – subject to shareholder approval

10 Dividend policy (in the case No change - All Shares participate equally of a 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 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

• See chapter 19 for defined terms.

Appendix 3B Page 5

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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
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 (in respect of the Fully Paid Ordinary Shares) ]

• (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

• See chapter 19 for defined terms.

Appendix 3B Page 7

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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 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

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:

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Date: 15 September 2016

Company Secretary

Print name: Evan Elstein

• See chapter 19 for defined terms.

Appendix 3B Page 9

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