EVOLUTION MINING LIMITED — Regulatory Filings 2018

Apr 19, 2018

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LA MANCHA GROUP INTERNATIONAL B.V.

A private limited liability company organized under the laws of the Netherlands with a share capital of € 18,000 Registered office : Prins Bernhardplein 200 1097 JB Amsterdam, The Netherlands Registration number 55617786 www.lamancha.com

Mr Evan Elstein Company Secretary Evolution Mining Limited Level 30, 175 Liverpool Street SYDNEY NSW 2000

20 April 2018

Dear Sir

Evolution Mining Limited– notice of change in substantial shareholding

Please find attached an ASIC Form 604 (Notice of change of interests of substantial holder) for La Mancha Group International B.V and its associates as listed in that form, as well as a market announcement containing details of the recent transaction.

Yours faithfully,

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Amr El Adawi Director

La Mancha Group International B.V.

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LA MANCHA GROUP INTERNATIONAL B.V.

A private limited liability company organized under the laws of the Netherlands with a share capital of € 18,000 Registered office : Prins Bernhardplein 200 1097 JB Amsterdam, The Netherlands Registration number 55617786 www.lamancha.com

Market Announcement

La Mancha Group International B.V. (La Mancha) advises that it has undertaken a block trade sale of shares in Evolution Mining Limited (Evolution), representing 5% of the current issued share capital. As a result, La Mancha’s direct interest in Evolution is now 15% and it continues to be its largest shareholder.

Citigroup Global Markets Australia Pty Limited (Citi) and J.P. Morgan Australia Limited (J.P. Morgan) completed a successful bookbuild sale of approximately 84.6 million Evolution shares after market close on 19 April 2018. The shares were sold at A$3.21 per share, representing a discount of 4.5% to the closing price. La Mancha has been advised by J.P. Morgan and Citi that there was strong demand for the shares, including from a number of large existing institutional shareholders.

In commenting on the transaction, Mr Naguib Sawiris, Chairman of La Mancha, said:

"Following the formation of a new investment team early this year to pursue opportunities in the mining sector in new geographies, including Latin America and Central Asia, and our desire to continue to support the growth of our other existing investment, in particular in Africa, we have decided to rebalance La Mancha’s holdings by monetizing a portion of our stake in Evolution Mining. The successful placement demonstrates the continuing market support for Evolution among institutional investors internationally.

This sale will enable La Mancha to fulfil its strategic objectives while remaining the largest shareholder of Evolution Mining, and it will remain one of the largest constituents of our portfolio. Since our initial investment in 2015, we have witnessed and supported the extraordinary success of the company. We are very proud of what Jake and his team have achieved, and continue to see significant potential in the Company.”

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604 page 2/2 15 July 2001

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme

Evolution Mining Limited

ACN/ARSN 084 669 036

1. Details of substantial holder (1)

Name La Mancha Group International B.V. (Incorporated in the Netherlands, trade register number 55617786) ("LMGI") and its associates being each entity listed in Annexure A (the "La Mancha Group") ACN/ARSN (if applicable) N/A There was a change in the interests of the substantial holder on 19/04/2018 The previous notice was given to the company on 2/02/2018 The previous notice was dated 1/02/2018

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice	Previous notice	Present notice	Present notice
	Person’s votes	Voting power(5)	Person’s votes	Voting power(5)
ORD	338,522,410	20.00%	253,891,807	15.00%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate 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 (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person’s votes affected
19/04/2018	La Mancha Group	Sale of shares off market	$271,664,235.60	84,630,603 ordinary shares	84,630,603

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person’s votes
La Mancha Group	Citicorp Nominees Pty Ltd as custodian for LMGI	Citicorp Nominees Pty Ltd as custodian for LMGI	Pursuant to sections 608(1)(a), 608(1)(b), 608(1)(c) and 608(3) of the Corporations Act 2001(Cth)	253,891,807 ordinary shares	253,891,807

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if Nature of association applicable)

APAC -#62916788-v1

6. Addresses

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

Name	Address
La Mancha Group	c/- La Mancha Holding S.aR.L., 1 boulevard de la foire, L. 1528 Luxembourg, Grand Duchy of Luxembourg
CiticorpNominees PtyLtd	Level 16, 120 Collins Street, Melbourne, Victoria 3000 Australia

Signature

print name sign here	Amr El Adawi capacity Director
	date 19/04/2018

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 6 of the form.

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

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

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

• (5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) 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.

• (7) Details of the consideration must include any and all benefits, money 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 on 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.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown’”.

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

Annexure A

This is Annexure A of 5 pages referred to in Form 604 Notice of change of interests of substantial holder by La Mancha Group International B.V.

Signed: Name: Amr El Adawi Capacity: Director Date: 19 April 2018

Party/entity name	Country	ACN (ifapplicable)
MsYousriyaNassif Loza	Egypt
MarchmontLimited	Cayman Islands
MocsaroHolding S.àr.l.	Luxembourg
Oil TechnologyLLC	USA
TexegyLLC	USA
New EgyptInvestmentsHoldings S.àr.l.	Luxembourg
New EgyptHoldingsBV	TheNetherlands
Ezdehar EgyptMCFCoop	TheNetherlands
MarchcoHoldingLimited	Cayman Islands
Orascom TMT Investments S.àr.l.	Luxembourg
OTMT MaltaInvestments1 Limited	Malta
OTMT AcquisitionS.àr.l.	Luxembourg
OTMT Acquisition IIS.àr.l.	Luxembourg
OTMT FinanceInvestmentslimited	Malta
Tango SP 1S.àr.l.	Luxembourg
LiberoAcquisitionS.àr.l.	Luxembourg
ltNet Srl	Italy
MixSrl	Italy
ltaliaOnLine SPA	Italy
MOQUADVSrl	Italy
Consodata S.p.A.	Italy
1188 0 SolutionsAG	Italy

1

Party/entity name	Country	ACN (ifapplicable)
Prontoseat S.r.l	Italy
74 companies for digital local services	Italy
DADA SPA	Italy
Clarence Srl	Italy
Register.it SPA	Italy
4W Marketplace S.r.l	Italy
Nominalia Internet SL	Spain
Agence des Medias Numeriques SAS	France
Namesco Limited	UK
Namesco Ireland	Ireland
Pounhost Internet ltd	UK
Simply Virtual Server Limited	UK
Simply Transit ltd	UK
Sfera Networks S.r.l.	Italy
Amen Nederland BV	The Netherlands
Amenworld-Servicos Internet, Sociedade Unipessoal Lda	Portugal
Etinet S.r.l	Italy
Fueps SPA	Italy
lntY HoldingsLimited	UK
IntyEgyptL.LC Co	Egypt
Inty CascadeLimited	Ireland
lntY Limited	UK
lnTYUSA Inc	USA
ACDCFundLP	Cayman Islands
ACDCHoldings S.à.r.l	Luxembourg
SupernapInternationalSA	Luxembourg
Supernap CanadaInc	Canada
Supernapltalia Srl	Italy

2

Party/entity name	Country	ACN (ifapplicable)
Open Hub Med Scrl	Italy
Supernap (Thailand) Company Limited	Thailand
Orascom Telecom Media and Technology Holding SAE	Egypt
O Capital forServices & Contracting	Egypt
O Capital for Energy S.A.E.	Egypt
MiddleEast andNorth AfricafirSea Cables	Egypt (FreezoneII)
Societa' del Medioriente & Nord Africa per i Cavi MarittimiSrl	Italy
TransWorldAssociates (Ptv)Ltd	Pakistan
TESMedia (Private)Limited	Pakistan
TransWorldEnterprise Services (Private)Limited	Pakistan
Trans World Infrastructure Services (Private) Limited	Pakistan
CHEOTechnology JVCompany	DPKR
Orascom Telecom Ventures SAE	Egypt
Orascom Telecom LebanonSAL	Lebanon
Oracap Holding Co.	Port Tawfic Free Zone I (Egypt)
OracapFar EastLimited	Malta
BeltoneFinancial Holding S.A.E.	Egypt
BeltoneAssetsManagement S.A.E.	Egypt
Misr Beltone for management of funds administration	Egypt
Beltone Investment Banking S.A.E.	Egypt
Beltone Investment Holding-Free Zone S.A.E.	Egypt
Beltone for information Technology S.A.E.	Egypt
Skidmore	Egypt
Beltone Market Maker S.A.E.	Egypt
Beltone Securities Holding S.A.E.	Egypt
Beltone SecuritiesBrokerage S.A.E.	Egypt

3

Party/entity name	Country	ACN (ifapplicable)
Beltone Financial Securities Emirates	Egypt
Beltone Fixed Income S.A.E.	Egypt
International For Security Company-Libya	Libya
Beltone Financial–USA	USA
Beltone Financial–UK	UK
Beltone EFT EGX 30	Egypt
Beltone Administration Dawleya for Fund AdministrationService	Egypt
New FrontierSecuritiesLLC	USA
Beltonefor real Estate	Egypt
VictoireInvestmentHolding Coöperatie U.A.	TheNetherlands
VictoireInvestment CoB.V.	TheNetherlands
Victoire2	Brazil
Victoire 9	Brazil
Victoire11	Brazil
Victoire13	Brazil
Victoire17	Brazil
Victoire18	Brazil
Victoire19	Brazil
LaManchaHolding S.àr.l.	Luxembourg
LaManchaPreciousMetals SA	Luxembourg
LaMancha GroupInternational B.V.	TheNetherlands
LaMancha Capital B.V.	TheNetherlands
Evolution MiningLtd	Australia
LaManchaAfrica S.àr.l.	Luxembourg
LaManchaMali	Mali
LaManchaAmalcoHoldingsPtyLtd	Australia	163 023498
MineraPatagonia SA	Argentina
COMINORSAS	France

4

Party/entity name	Country	ACN (ifapplicable)
La Mancha Sudanese Mining Co Ltd	Sudan
La Mancha Africa Holding Ltd	Malta
Endeavour Mining Corp	Cayman Islands
March Fund Holdings	Cayman Islands
March Capital Investment S.à r.l.	Luxembourg
OTMT Malta Investments DWC Ltd	Malta
OTMT Malta Investments Monreith Ltd	Malta
OTMT Malta Investments FE Ltd	Malta
HOF Capital GCI Fund (Cayman) LP	Cayman Islands
March Capital Holding S. à r.l.	Luxembourg
RiverbankSA	Luxembourg

5