EVOLUTION MINING LIMITED — Regulatory Filings 2016

Aug 21, 2016

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ABN 74 084 669 036

Sydney Office

To: Company Announcements Office From: The Company Secretary Date: 22 August 2016 Subject: Appendix 3B for Immediate Release to the Market

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 Fully Paid Ordinary Shares and the vesting of Performance Rights for employees of Evolution Mining Limited ( Evolution or Company ).

1. 511,192 Fully Paid Ordinary Shares are issued in accordance with the Evolution Employee Share Plan under which eligible employees can acquire Fully Paid Ordinary Shares up to the value of approximately $1,000 for nil consideration. The actual number of Fully Paid Ordinary shares issued was determined using the Volume Weighted Average Market Price (VWAMP) of Evolution Shares traded on the ASX over the five trading days up to and including 30 June 2016 which has been calculated at 407 Fully Paid Ordinary Shares for each participating employee.

2. The Company confirms that 7,961,146 Performance Rights have vested as a result of the achievement of the performance measures and are capable of being exercised under the Evolution Employee Share Option and Performance Rights Plan. 165,272 Performance Rights have been cancelled following employee departures. There are a total of 29,264,539 Performance Rights currently in issue, comprising of 7,961,146 Performance Rights which have vested and 21,303,393 Performance Rights with various testing dates and vesting conditions, of which 3,750,000 are subject to shareholder approval.

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

Details	Number of Performance Rights in Issue
Opening Balance	29,429,811
Cancelled due to Employee departures	165,272
Running Balance	29,264,539
Comprising:  Vested due to performance measures achieved	7,961,146
 Unvested  Subject to shareholder approval	17,553,393 3,750,000

Yours sincerely

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---

Evan Elstein

Company Secretary

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 issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, 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)	Fully Paid Ordinary Shares
	511,192 Fully Paid Ordinary Shares
	Fully Paid Ordinary Shares

• See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

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	Yes, the shares rank equally with existing Fully Paid Ordinary Shares.
	Nil
	The Fully Paid Ordinary Shares are issued in accordance with the Evolution Employee Share Plan under which eligible employees can acquire Fully Paid Ordinary Shares up to value of approximately $1,000 for nil consideration. The actual number of Fully Paid Ordinary shares was determined using a Volume Weighted Average Market Price (VWAMP) of Evolution Shares traded on the ASX over the five trading days up to and including 30 June 2016 which has been calculated at 407 Fully Paid Ordinary Shares for each participating employee.
	No
	N/A
	N/A
	N/A

6e Number of[+] securities issued N/A with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued N/A under an exception in rule 7.2 6g If securities issued under rule N/A 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 N/A 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 N/A issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities 22 August 2016 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 1,468,774,013 Fully Paid Ordinary +securities quoted on ASX Shares ( including the securities in section 2 if applicable)

• See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

9 Number and +class of all +securities not quoted on ASX (_including_the securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	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 17,553,393 7,961,146 3,750,000	Exercise Expiry Price $1.998 18/11//2016 $2.072 18/11/2016 $2.338 18/11/2016 $2.412 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 Performance Rights Performance Rights - vested Performance Rights – subject to shareholderapproval
	No change - All Shares participate equally

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

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)

• See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

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

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

• See chapter 19 for defined terms.

Appendix 3B Page 7

01/08/2012

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: 22 August 2016

Company Secretary

Print name: Evan Elstein