EVOLUTION MINING LIMITED — Regulatory Filings 2019

Aug 18, 2019

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ABN 74 084 669 036

To: Company Announcements Office From: The Company Secretary Date: 19 August 2019

Sydney Office P +61 2 9696 2900 F +61 2 9696 2901 Level 24 175 Liverpool Street Sydney NSW 2000

www.evolutionmining.com.au

Subject: Appendix 3B for Immediate Release to the Market

Attached for release to the market is the Appendix 3B relating to the vesting of Performance Rights to employees of Evolution Mining Limited.

The Company confirms that 4,051,551 Fully Paid Ordinary Shares have been issued pursuant to the vesting of Performance Rights as a result of the achievement of performance measures relating to Performance Rights granted in the 2017 financial year. An analysis of the movement in Performance Rights since the most recent Appendix 3B released to the market on 18 February 2019 is provided in the table below:

Details	Number of Performance Rights in Issue
Opening Balance as at 18 February 2019	19,337,335
Cancelled due to employee departures	(1,477,197)
Granted to employees	33,787
FY17 Performance Rights Vested	(4,051,551)
FY17 Performance Rights Lapsed	(542,047)
Balance as at 19 August 2019	13,300,327
Comprising of the following Performance Rights:
To be performance tested as at 16 December 2019	3,375,000
To be performance tested as at 30 June 2020	5,158,489
To be performance tested as at 30 June 2021	4,766,838

Yours Sincerley

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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
	4,051,551 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 have been issued under the terms of the Evolution Employee Share Option and Performance Rights Plan as a result of Vesting Conditions having been satisfied.
	No
	N/A
	N/A
	N/A

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
	16 August 2019
	Number	+Class
	1,701,121,271	Fully Paid Ordinary Shares

• See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

• Number +Class

• 9 Number and +class of all 13,300,327 Performance Rights +securities not quoted on ASX 57,235 Share Rights

• ( including the securities in section 2 if applicable)

• 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 non-
	renounceable?
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)

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

• See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

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 N/A +quotation is sought

• 39 Class of +securities for which N/A quotation is sought

40 Do the[+] securities rank equally in N/A 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)

N/A

• 42

Number and +class of all +securities quoted on ASX (_including_the securities in clause 38)	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.

• See chapter 19 for defined terms.

Appendix 3B Page 7

01/08/2012

• 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: Date: 19 August 2019 Company Secretary

Print name: Evan Elstein