EVOLUTION MINING LIMITED — Share Issue/Capital Change 2003

Aug 12, 2003

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

WESTONIA MINES LIMITED

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).

	"Class of "securities issued or to be issued	Ordinary Fully Paid Shares
$\mathfrak{D}$	Number of securities issued or to be issued (if known) or maximum number which may be issued	120,000 Options exercisable at 36 cents each on or before 30 May 2006 ("A") 120,000 Options exercisable at 43 cents each on or before 30 May 2006 ("B") 120,000 Options exercisable at 50 cents each on or before $30$ May 2006 ("C")
3	Principal terms of the securities (eg, if options, exercise price and expiry date; if partly paid securities, the amount outstanding and due dates - if payment; convertible for securities, the conversion price and dates for conversion)	Options exercisable on or before 30 May 2006. A options exercisable at 36 cents; B options exercisable at 43 cents; C options exercisable at 50 cents.

$+$ See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing class of quoted securities?	No. Options will not be quoted. Shares issued on exercise of options will rank equally with existing shares from the date of exercise of options.
	If the additional securities do not rank equally, please state: the date from which they do the extent which 10 ° they participate for the next dividend, of case (in the a. trust, distribution) or interest payment the extent to which they do not ۰ rank equally, other than in relation to the next dividend, distribution or interest payment
5.	Issue price or consideration	Nil
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Incentive Options issued to employees and contractors pursuant the Company's 10 Employee and Contractor Option Plan as approved by shareholders.
		Option exercise prices have been set with reference to the underlying share price prior to the date the issue was approved by the board of directors, 8 May 2003 and the issue price of the recent prospectus issue (36 cents).
		prospectus issue (36 cents);	Options $A - at$ the issue price of the recent
		issue price (43 cents);	Options $B - at 20\%$ premium to prospectus
		Options $C - at 40\%$ premium to prospectus issue price (50 cents).
7	Dates of entering securities into uncertificated holdings or despatch of certificates	30 May 2003
		Number	Class
8	Number and class of all securities quoted on ASX (including the securities in clause 2 if applicable)	95,853,785 27,775,568	Ordinary Options exercisable on or before 20 August 2006.

⁺ See chapter 19 for defined terms.

		Number	Class
9	Number and "class of all 'securities	500,000	Options exercisable at 30 cents
	not quoted on ASX (including the		each on or before 20
	securities in clause 2 if applicable)		September 2004.
		800,000	Options exercisable at 30 cents
			each on or before 31 May
			2005.
		700,000	Options exercisable at 40 cents
			each on or before 31 May
			2006.
		120,000	Options exercisable at 36 cents
			each on or before 30 May 2006
		120,000	Options exercisable at 43 cents
			each on or before 30 May 2006
		120,000	Options exercisable at 50 cents
			each on or before 30 May 2006

Dividend policy (in the case of a $\left[\text{trust, distribution policy}\right)$ on the $10$ increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	security holder approval N/A Is. required?
$12^{\circ}$	Is the issue renounceable or non- l N/A renounceable?
13	Ratio in which the securities will $N/A$ be offered
14	Class of securities to which the $N/A$ offer relates
15	determine N/A :Record date to entitlements
16	N/A Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

17	Policy for deciding entitlements in relation to fractions	N/A
18	Names of countries in which the entity has security holders who will not be sent new issue documents	N/A
	Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.
19.	of 1 Closing date for receipt acceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	Nil
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders	N/A
25.	issue is contingent on the Ιf security holders' approval, the date of the meeting	N/A
26	entitlement and acceptance Date form and prospectus or Product Disclosure Statement will be sent to persons entitled	N/A
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	N/A
28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (if applicable)	N/A

⁺ See chapter 19 for defined terms.

30	How do security holders sell their $N/A$
	entitlements in $full$ through a
	broker?

• $31$ How do security holders sell part $N/A$ of their entitlements through a broker and accept for the balance?
• 32 How do security holders dispose of $N/A$ 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)
• Securities described in Part 1 $(a)$ $\mathbf x$
• $(b)$ 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

If the securities are equity securities, the names of the 20 largest holders of the

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

	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

		+ See chapter 19 for defined terms.
--	--	-------------------------------------	--	--	--	--

35

Г

Entities that have ticked box 34(b)

38.	Number of securities for which quotation is sought	N/A
39.	Class of securities for which quotation is sought	N/A
40	Do the securities rank equally in all respects from the date of allotment with an existing class of quoted securities?	N/A
	If the additional securities do not rank equally, please state: the date from which they do ٠ the. extent to which they $\bullet$ participate for the next dividend, ∩Ê (in the case $\mathbf{a}$ trust. distribution) or interest payment the extent to which they do not ٠ rank equally, other than in relation to the next dividend, distribution or interest payment
41	Reason for request for quotation	N/A
	now
	Example: In the case of restricted securities, end of restriction period
	(if issued upon conversion οÊ another security, clearly identify that other security)
		Number	Class
42.	Number and class of all securities quoted on ASX (including the securities in clause 38)

⁺ See chapter 19 for defined terms.

Quotation agreement

• Ouotation of our additional securities is in ASX's absolute discretion. ASX may $\mathbf{1}$ quote the securities on any conditions it decides.
• $\overline{2}$ 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.
• 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 Cornorations 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.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the securities to be quoted, it has been provided 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.
• We give ASX the information and documents required by this form. If any $\overline{4}$ 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:	"John Hannaford"	Date: 12 August 2003
	(Company Secretary)

Print name:

JOHN HANNAFORD

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⁺ See chapter 19 for defined terms.