EVOLUTION MINING LIMITED — Regulatory Filings 2021

Jul 21, 2021

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name

EVOLUTION MINING LIMITED

Announcement Type

New announcement

Date of this announcement

22/7/2021

The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

==> picture [8 x 9] intentionally omitted <==

An offer of securities under a securities purchase plan A placement or other type of issue

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
EVN	ORDINARY FULLY PAID	13,000,000

+Record date

21/7/2021

Offer closing date

20/8/2021

+Issue date

27/8/2021

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
EVN	ORDINARY FULLY PAID	103,896,104

Proposed +issue date 28/7/2021

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 10

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 1 - Entity and announcement details

1.1 Name of +Entity

EVOLUTION MINING LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

74084669036

1.3 ASX issuer code

EVN

1.4 The announcement is

==> picture [8 x 8] intentionally omitted <==

New announcement

1.5 Date of this announcement

22/7/2021

1.6 The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

==> picture [8 x 9] intentionally omitted <==

An offer of +securities under a +securities purchase plan A placement or other type of issue

Proposed issue of securities

2 / 10

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan issue can proceed on an unconditional basis? No

Proposed issue of securities

3 / 10

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

EVN : ORDINARY FULLY PAID

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

EVN : ORDINARY FULLY PAID

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 13,000,000

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? No

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes

Is the minimum acceptance unit based or dollar based? Dollar based ($)

Please enter the minimum acceptance value

$ 2,500

Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Yes Is the maximum acceptance unit based or dollar based? Dollar based ($)

Please enter the maximum acceptance value

$ 30,000

Proposed issue of securities

4 / 10

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Describe all the applicable parcels available for this offer in number of securities or dollar value A$2,500, A$5,000, A$10,000, A$15,000, A$20,000, A$25,000 or A$30,000 Offer price details Has the offer price been determined? No In what currency will the offer be made? AUD - Australian Dollar

How and when will the offer price be determined? The offer price will be determined by EVN following the closing date of the SPP (currently 20 August 2021). Further details are provided in 4F.4 Oversubscription & Scale back details Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements In the event of a scale-back, each applicant will be treated equally and will be scaled-back pro-rata based on the number of Shares for which they have applied (subject to any minimum dollar allocation determined by EVN at its absolute discretion). Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 4C - Timetable 4C.1 Date of announcement of +security purchase plan 22/7/2021 4C.2 +Record date 21/7/2021 4C.3 Date on which offer documents will be made available to investors 29/7/2021 4C.4 Offer open date 29/7/2021 4C.5 Offer closing date 20/8/2021

4C.7 +Issue date and last day for entity to announce results of +security

Proposed issue of securities

5 / 10

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

purchase plan offer 27/8/2021

Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes

Part 4E - Fees and expenses

4E.1 Will there be a lead manager or broker to the proposed offer? No

4E.2 Is the proposed offer to be underwritten? No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Fees and costs incurred by EVN in connection with the SPP include share registry fees, settlement fees, legal and other external adviser fees and printing and mailing costs.

Part 4F - Further Information

4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue For additional working capital.

4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer All countries other than Australia and New Zealand.

Proposed issue of securities

6 / 10

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

4F.3 URL on the entity's website where investors can download information about the proposed offer

https://evolutionmining.com.au/investors/

4F.4 Any other information the entity wishes to provide about the proposed offer

The offer price for the SPP will be the lower of:

-A$3.85 per Share, being the same price paid by institutional investors under the Placement announced on 22 July 2021; and

• the volume-weighted average price of EVN shares traded on the ASX during the five trading days up to, and including, the day on which the SPP is scheduled to close (currently 20 August 2021) less a discount of 2.5%. The offer price will be determined by EVN following the closing date of the SPP (currently 20 August 2021).

Proposed issue of securities

7 / 10

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description EVN : ORDINARY FULLY PAID Number of +securities proposed to be issued 103,896,104 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 3.85000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Proposed issue of securities

8 / 10

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 7C - Timetable

7C.1 Proposed +issue date

28/7/2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

103,896,104 Shares

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

J.P. Morgan Securities Australia Limited (JPM)

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

EVN has agreed to pay 0.3% of the proceeds of the Placement to JPM as a management fee. EVN may also pay, in its absolute discretion, an incentive fee of up to 0.25% of the proceeds of the Placement to JPM.

7E.2 Is the proposed issue to be underwritten? Yes

Proposed issue of securities

9 / 10

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

7E.2a Who are the underwriter(s)?

JPM

7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)?

100%

7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

EVN has agreed to pay 1.2% of the proceeds of the Placement to JPM as an underwriting fee.

7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.

Please refer to Appendix C of the investor presentation announced to ASX on 22 July 2021.

7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Fees and costs incurred by EVN in connection with the Placement include share registry fees, settlement fees and legal and other external adviser fees.

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

To pay for the acquisition of an asset.

Please refer to EVN's ASX announcement and investor presentation released to ASX on 22 July 2021.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

No

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

Proposed issue of securities

10 / 10