EVOLUTION MINING LIMITED — Regulatory Filings 2017

Aug 28, 2017

605 page 1/2

Form 605 Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme

Evolution Mining Limited

ACN/ARSN

084 669 036

1. Details of substantial holder (1)

Name ACN/ARSN (if applicable)

Evolution Mining Limited ( Evolution ) and each of its subsidiaries listed in Annexure A 084 669 036

The holder ceased to be a substantial holder on The previous notice was given to the company on The previous notice was dated

25/08/2017 26/08/2015 26/08/2015

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (4)	Consideration given in relation to change (5)	Class (6) and number of securities affected	Person’s votes affected
25/08/2017	Evolution Mining Limited	Release of the restriction on disposal of Evolution shares under the equity lock-up arrangements contained in the sale agreement dated 19 April 2015 (as amended) entered into by Evolution, La Mancha Group International B.V. and La Mancha Holding SARL in connection with the acquisition of 100% of the shares in Toledo Holding (Ausco) Pty Limited (ABN 25 159 264 598) by Evolution (Escrow Release).	Nil	322,023,765 fully paid ordinary shares	322,023,765
25/08/2017	Evolution’s subsidiaries listed in Annexure A	Escrow Release by Evolution resulting in the Evolution subsidiaries listed in Annexure A ceasing to hold a relevant interest in Evolution Shares.	Nil	322,023,765 fully paid ordinary shares	322,023,765

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association Each of the entities listed in Annexure A is an “associate” of Evolution in accordance with section 12(2)(a) of the Act, being a body corporate controlled by Evolution.

See Annexure A

4. Addresses

The addresses of persons named in this form are as follows:

Name

Evolution Mining Limited and each of its subsidiaries listed in Annexure A

Address

Level 30, 175 Liverpool Street, Sydney NSW 2000, Australia

Signature

print name sign here	Evan Elstein capacity	Company Secretary
	date	29/08/2017

Evolution Mining Limited (ACN 084 669 036)

Annexure A

This is Annexure A of 1 page referred to in Form 605 ‘Notice of ceasing to be a substantial holder’

Signed:

==> picture [124 x 39] intentionally omitted <==

______ Evan Elstein Company Secretary

Date: 29 August 2017

Evolution Subsidiaries

Evolution Mining Management Services Pty Ltd (ACN 166 877 756) Evolution Mining (Aurum 2) Pty Limited (ACN 614 395 961) Toledo Holding (Ausco) Pty Limited (ACN 159 264 598) Evolution Mining (Mungari) Pty Ltd (ACN 002 124 745) Evolution Mining (Mungari East) Pty Ltd (ACN 003 337 782) Evolution Mining (Phoenix) Pty Limited (ACN 140 269 316) Evolution Mining NZ Pty Ltd (ACN 605 665 147) Conquest Mining Pty Ltd (ACN 009 232 277) Evolution Mining (Cowal) Pty Ltd (ACN 007 857 598) Edna May Operations Pty Ltd (ACN 136 365 001) Mt Rawdon Operations Pty Ltd (ACN 152 727 663) Evolution Tennant Creek Pty Ltd (ACN 169 920 745) Westonia Mines Minerals Pty Ltd (ACN 059 349 094) Lion Selection Pty Ltd (ACN 123 217 112) Auselect Pty Ltd (ACN 077 885 208) Lion Mining Pty Ltd (ACN 000 697 183) Sedgold Pty. Ltd. (ACN 010 077 988) Fernyside Pty Ltd (ACN 001 245 530)

605 page 2/2

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 4 of the form.

• (2) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (3) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (4) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

• See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (5) Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (6) The voting shares of a company constitute one class unless divided into separate classes.

• (7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

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