EVOLUTION MINING LIMITED — Regulatory Filings 2018

Jan 7, 2018

==> picture [117 x 78] intentionally omitted <==

8 January 2018

ABN 74 084 669 036

Sydney Office

The Manager Market Announcements Office ASX Limited Level 4, Exchange Centre 20 Bridge Street Sydney NSW 2000

P +61 2 9696 2900 F +61 2 9696 2901

Level 30 175 Liverpool Street Sydney NSW 2022

www.evolutionmining.com.au

Dear Sir / Madam

Form 605 Related to the Internal Reorganisation of the La Mancha Group

The following Form 605 relates to the internal reorganisation of the La Mancha Group International BV (“La Mancha”) as contemplated by the resolution put to an extraordinary general meeting of Evolution Mining Limited (“Evolution”) shareholders on 21 June 2017. The resolution was approved by Evolution shareholders at the meeting. The reorganisation was subsequently completed by La Mancha on 29 December 2017.

As a result of the reorganisation The Marchmont Trust has transferred its relevant interest in Evolution shares to Mrs Yousriya Loza-Sawiris and accordingly The Marchmont Trust has ceased to have a relevant interest in Evolution shares.

La Mancha retains its substantial holding in Evolution shares, as do the other entities in the La Mancha group listed in Annexure A of the following Form 605.

Yours sincerely

==> picture [106 x 33] intentionally omitted <==

________ Evan Elstein Company Secretary Evolution Mining Limited

==> picture [568 x 79] intentionally omitted <==

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 The Marchmont Trust
ACN/ARSN (if applicable) N/A
The holder ceased to be a
substantial holder on 29/12/2017
The previous notice was given to the company on 19/09/2017
The previous notice was dated 16/09/2017
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
16/09/2017 The Marchmont Trust and its associates listed in Annexure A Sale of shares on market	$7,173,629.53	2,943,269 ordinary shares	2,943,269
19/09/2017 The Marchmont Trust and its associates listed in Annexure A Sale of shares on market	$3,114,022.47	1,298,754 ordinary shares	1,298,754
20/09/2017 The Marchmont Trust and its associates listed in Annexure A Sale of shares on market	$1,989,395.55	849,008 ordinary shares	849,008
21/09/2017 The Marchmont Trust and its associates listed in Annexure A Sale of shares on market	$378,354.60	161,690 ordinary shares	161,690
20/10/2017 The Marchmont Trust and its associates listed in Annexure A Sale of shares on market	$15,083.64	6,446 ordinary shares	6,446

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
16/09/2017	The Marchmont Trust and its associates listed in Annexure A	Sale of shares on market	$7,173,629.53	2,943,269 ordinary shares	2,943,269
19/09/2017	The Marchmont Trust and its associates listed in Annexure A	Sale of shares on market	$3,114,022.47	1,298,754 ordinary shares	1,298,754
20/09/2017	The Marchmont Trust and its associates listed in Annexure A	Sale of shares on market	$1,989,395.55	849,008 ordinary shares	849,008
21/09/2017	The Marchmont Trust and its associates listed in Annexure A	Sale of shares on market	$378,354.60	161,690 ordinary shares	161,690
20/10/2017	The Marchmont Trust and its associates listed in Annexure A	Sale of shares on market	$15,083.64	6,446 ordinary shares	6,446
21/10/2017	The Marchmont Trust and its associates listed in Annexure A	Sale of shares on market	$2,464,448.30	1,063,454 ordinary shares	1,063,454
24/10/2017	The Marchmont Trust and its associates listed in Annexure A	Sale of shares on market	$233,623.73	101,241 ordinary shares	101,241
25/10/2017	The Marchmont Trust and its associates listed in Annexure A	Sale of shares on market	$4,087,001.28	1,796,800 ordinary shares	1,796,800
26/10/2017	The Marchmont Trust and its associates listed in Annexure A	Sale of shares on market	$2,893,474.71	1,280,922 ordinary shares	1,280,922

27/10/2017	The Marchmont Trust and its associates listed in Annexure A	Sale of shares on market	$3,871,851.80	1,667,967 ordinary shares	1,667,967
28/10/2017	The Marchmont Trust and its associates listed in Annexure A	Sale of shares on market	$1,889,504.41	824,535 ordinary shares	824,535
29/12/2017	The Marchmont Trust	Off market transfer of shares in Marchmont Limited (an indirect holding company of La Mancha Group International B.V., the direct beneficial owner of the EVN shares) from the Marchmont Trust to Mrs Yousriya Loza- Sawiris. This resulted in The Marchmont Trust ceasing to have a relevant interest in EVN shares. Its associates listed in Annexure A continue to have their relevant interests in EVN shares.	Nil	442,704,051 ordinary shares	442,704,051

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:

interests in the company or scheme are as follows:
Name and ACN/ARSN(if applicable)	Nature of association
f persons named in this form are as follows:
Name	Address
The Marchmont Trust	c/- La Mancha Holding S.à r.L., 31-33 avenue Pasteur, L. 2311 Luxembourg, Grand Duchy of Luxembourg

4. Addresses

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

Signature

print name	Matthew Christensen	capacity	Director
sign here		date	29/12/2017

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.

Annexure A

This is Annexure A of 4 pages referred to in Form 605 Notice of ceasing to be a substantial holder by The Marchmont Trust.

Signed:
Name:	Matthew Christensen
Capacity:	Director
Date:	29 December 2017

Party/entity name	Country	ACN (if applicable)
Ms Yousriya Nassif Loza	Egypt
Marchmont Limited	Cayman Islands
Mocsaro Holding S.à r.l.	Luxembourg
Oil Technology LLC	USA
Texegy LLC	USA
New Egypt Investments Holdings S.à r.l.	Luxembourg
New Egypt Holdings BV	The Netherlands
Ezdehar Egypt MCF Coop	The Netherlands
Marchco Holding Limited	Cayman Islands
Orascom TMT Investments S.à r.l.	Luxembourg
OTMT Malta Investments 1 Limited	Malta
OTMT Acquisition S.à r.l.	Luxembourg
OTMT Acquisition II S.à r.l.	Luxembourg
OTMT Finance Investments limited	Malta
Tango SP 1 S.à r.l.	Luxembourg
Libero Acquisition S.à r.l.	Luxembourg
ltNet Srl	Italy
Mix Srl	Italy
ltaliaOnLine SPA	Italy
MOQU ADV Srl	Italy
Consodata S.p.A.	Italy
11 88 0 Solutions AG	Italy
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

Party/entity name	Country	ACN (if applicable)
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 Holdings Limited	UK
Inty Egypt L.LC Co	Egypt
Inty Cascade Limited	Ireland
lntY Limited	UK
lnTY USA Inc	USA
ACDC Fund LP	Cayman Islands
ACDC Holdings S.à .r.l	Luxembourg
Supernap International SA	Luxembourg
Supernap Canada Inc	Canada
Supernap ltalia Srl	Italy
Open Hub Med Scrl	Italy
Supernap (Thailand) Company Limited	Thailand
Orascom Telecom Media and Technology Holding SAE	Egypt
O Capital for Services & Contracting	Egypt
O Capital for Energy S.A.E.	Egypt
Middle East and North Africa fir Sea Cables	Egypt (Free zone II)
Societa' del Medioriente & Nord Africa per i Cavi Marittimi Srl	Italy
Trans World Associates (Ptv) Ltd	Pakistan
TES Media (Private) Limited	Pakistan
Trans World Enterprise Services (Private) Limited	Pakistan
Trans World Infrastructure Services (Private) Limited	Pakistan
CHEO Technology JV Company	DPKR
Orascom Telecom Ventures SAE	Egypt
Orascom Telecom Lebanon SAL	Lebanon
Oracap Holding Co.	Port Tawfic Free Zone I (Egypt)
Oracap Far East Limited	Malta
Beltone Financial Holding S.A.E.	Egypt
Beltone Assets Management S.A.E.	Egypt
Misr Beltone for management of funds administration	Egypt

Party/entity name	Country	ACN (if applicable)
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 Securities Brokerage S.A.E.	Egypt
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 Administration Service	Egypt
New Frontier Securities LLC	USA
Beltone for real Estate	Egypt
Victoire Investment Holding Coöperatie U.A.	The Netherlands
Victoire Investment Co B.V.	The Netherlands
Victoire 2	Brazil
Victoire 9	Brazil
Victoire 11	Brazil
Victoire 13	Brazil
Victoire 17	Brazil
Victoire 18	Brazil
Victoire 19	Brazil
La Mancha Holding S.à r.l.	Luxembourg
La Mancha Precious Metals SA	Luxembourg
La Mancha Group International B.V.	The Netherlands
La Mancha Capital B.V.	The Netherlands
Evolution Mining Ltd	Australia
La Mancha Africa S.à r.l.	Luxembourg
La Mancha Mali	Mali
La Mancha Amalco Holdings Pty Ltd	Australia	163 023 498
Minera Patagonia SA	Argentina
COMINOR SAS	France
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

Party/entity name	Country	ACN (if applicable)
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
Riverbank SA	Luxembourg