EVOLUTION MINING LIMITED — Capital/Financing Update 2024

Jan 10, 2024

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ABN 74 084 669 036

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

ASX Announcement

www.evolutionmining.com.au

11 January 2024

EXTENSION OF SHARE PURCHASE PLAN

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Evolution Mining Limited (" Evolution ") (ASX: EVN) advises that the closing date for the Share Purchase Plan (“ SPP ”) announced on 5 December 2023 will be extended from 16 January 2024 to 5.00pm 30 January 2024 (AEDT).

The extension of the SPP is to allow sufficient time for all eligible shareholders to participate and complete applications following the Christmas and New Year holiday period.

The SPP provides eligible shareholders in Australia and New Zealand with the opportunity to acquire up to A$30,000 worth of Evolution ordinary shares (" Shares ") without paying any brokerage costs, commission or other transaction costs.

Eligible shareholders participating in the SPP will be able to purchase shares at the lower of:

• A$3.80 per Share, being the same price paid by institutional investors under the Placement announced on 5 December 2023; and

• a 2.5% discount to the 5-day volume-weighted average price of Shares traded on the ASX up to, and including, the revised SPP Closing Date (30 January 2024) (rounded to the nearest cent).

The funds raised under the Placement will be used to partly fund the acquisition of an 80% interest in the Northparkes Copper-Gold Mine (“Northparkes”) from CMOC Group Limited (“CMOC”) (the “Transaction”) for total cash consideration of up to US$475 million comprised of an upfront cash consideration of US$400m and contingent consideration of up to US$75 million. Funds raised via the SPP will be used to assist with integration costs related to the Transaction and general working capital.

Participation in the SPP

To participate in the SPP, you may apply for shares in the amount of A$2,500, A$5,000, A$10,000, A$15,000, A$20,000, A$25,000 or A$30,000. All new Shares issued under the SPP will rank equally with existing Shares.

Participation in the SPP is optional and is open to eligible shareholders who are holders of Shares on the Record Date (7:00pm (Sydney time) on 4 December 2023) with a registered address on the register in Australia or New Zealand. Certain eligible shareholders who are custodians holding Shares on behalf of certain beneficiaries are also invited to participate in the SPP on the terms and conditions set out in the SPP Booklet.

Further details are set out in the SPP Terms and Conditions contained in the SPP Booklet previously made available to eligible shareholders, and also available on Evolution’s website at the following link: https://evolutionmining.com.au/wp-content/uploads/2023/12/2657412-Notification-of-Share-Purchase-PlanOpening.pdf or by accessing Evolution’s SPP website: https://events.miraqle.com/evn-offer

Evolution Mining Limited

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Shareholders who have any questions regarding the SPP should contact Evolution's SPP Information Line on +61 1300 420 208 (within Australia or outside Australia) at any time from 8:30am to 5:30pm (Sydney time), Monday to Friday.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Shareholders in the United States are not eligible to participate in the SPP even if their registered address is in Australia or New Zealand. Similarly, shareholders (including trustees, custodians and nominees) who hold Shares on behalf of persons in the United States are not eligible to participate in the SPP on behalf of those persons. Shareholders who may be eligible to participate in the SPP will be mailed (via post or electronic mail) the attached SPP Booklet today which contains the SPP Terms and Conditions and a letter inviting them to participate in the SPP. Shareholders are encouraged to read the SPP Terms and Conditions carefully and, if in any doubt about whether or not to accept the offer, to consult a professional advisor.

Key Dates

E	vent	vent	vent	Date (and time if relevant)	Date (and time if relevant)
	Record Date			Record Date 7.00pm (Sydney time) on 4 December 2023
S	PP Opening Date			9.00am (Sydney time) on 13 December 2023
		P Opening Date		9.00am (Sydney time) on 13 December 2023
	Rev
		ised SPP Closing Date		5.00pm (Sydney time) on 30 January 2024
	Rev	ised Issue Date of new Shares		6 February 2024
	Rev	ised Quotation of new Shares on		7 February 2024
	AS
s	Rev	ised Dispatch of SPP holding		8 February 2024
		ements

Note: This timetable is indicative only and subject to change. Evolution reserves the right, where reasonable, to alter the above dates at its discretion having regard to market conditions, the circumstances of the SPP and Evolution's business needs, subject to the ASX Listing Rules and applicable law. Material changes to the timetable will be disclosed on ASX as soon as practicable.

Disclaimer

An investment in Shares is subject to investment and other known and unknown risks, some of which are beyond the control of Evolution, including possible loss of income and capital invested. Evolution does not guarantee any particular rate of return or the performance of Evolution nor does it guarantee the repayment of capital from Evolution or any particular tax treatment. Persons should have regard to the risks outlined in the Investor Presentation released to ASX on 5 December 2023. This announcement should be read in conjunction with the Investor Presentation and the important notices contained in that document. Past performance should not be relied upon as (and is not) an indication of future performance.

This announcement is not an offer or an invitation to acquire Shares or any other financial products and is not a prospectus, product disclosure statement or other offering document under Australian law or any other law. It is for information purposes only.

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or in any other jurisdiction in which such an offer would be unlawful. The new Shares offered and sold under the SPP have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "U.S. Securities Act" ) or the securities laws of any state or other jurisdiction of the United States. Accordingly, such new Shares may not be offered or sold, directly or indirectly, in the United States. The new Shares in the SPP will only be offered and sold outside the United States in “offshore transactions” (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act.

Evolution Mining Limited

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This announcement is not financial advice or a recommendation to acquire Evolution Shares and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision prospective, investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek such legal, financial and/or taxation advice as they deem necessary or appropriate to their jurisdiction. Evolution Mining Limited is not licensed to provide financial product advice in respect of Evolution Shares. Cooling off rights do not apply to the acquisition of Evolution Shares.

This release has been approved by Evolution Mining’s Board of Directors.

For further information please contact:

Investor Enquiries Peter O’Connor General Manager Investor Relations Evolution Mining Limited Tel: +61 2 9696 2933

Media Contact Michael Vaughan Media Relations Fivemark Partners Tel: +61 422 602 720

About Evolution Mining

Evolution Mining is a leading, globally relevant gold miner. Evolution currently operates six mines, being five wholly-owned mines – Cowal in New South Wales, Ernest Henry and Mt Rawdon in Queensland, Mungari in Western Australia, and Red Lake in Ontario, Canada, and an 80% share of Northparkes in New South Wales. Financial Year 2024 gold production guidance is 789,000 ounces (±5%) and copper production of 62,500 tonnes (±5%) at a sector leading All-in Sustaining Cost of $1,340 per ounce (±5%).

Evolution Mining Limited

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