EVOLUTION MINING LIMITED — Share Issue/Capital Change 2012

May 1, 2012

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

EVOLUTION MINING LIMITED (Evolution)

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	Performance Rights (under the Evolution Share Option and Performance Rights Plan)
	Up to 57,031 Performance Rights

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• 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)

The terms of the Performance Rights Plan are contained in the Notice of Annual General Meeting and Explanatory Memorandum dated 28 October 2011 and the principal terms are summarised below: Each Performance Right is an entitlement to one fully paid ordinary share, subject to satisfaction of certain Vesting Conditions. The Performance Rights will be split into two equal tranches: • The first tranche of Performance Rights will be performance tested as at 30 June 2013 ( First Tranche Performance Rights ) .

• The second tranche of Performance Rights will be performance tested as at 30 June 2014 ( Second Tranche Performance Rights ).

The dates on which the Vesting Conditions will be performance tested are each referred to as the Relevant Date(s). The number of Performance Rights which vest on the Relevant Dates will depend on the extent to which the Vesting Conditions have been satisfied for the relevant period.

The Vesting Conditions will be based on:

• Evolution’s relative total shareholder return ( TSR ) measured against the TSR for a peer group of 20 comparator gold mining companies ( Peer Group Companies ); and

• • Evolution’s net C1 cash costs per ounce ranking amongst the Peer Group Companies

All Performance Rights have a zero exercise price.

• 4 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities?

Performance Rights which do not vest will lapse immediately. On vesting, new ordinary fully paid shares in Evolution Mining Limited will be issued. Any shares resulting from the exercise of Performance Rights which vest pursuant to the Evolution Mining Employee Share Option and Performance Rights Plan, will rank equally in all respects with existing issued ordinary shares.

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 Nil 6 Purpose of the issue The Performance Rights are issued under the (If issued as consideration for the Evolution Mining Limited Employee Share Option and Performance Rights Plan. acquisition of assets, clearly identify those assets) 7 Dates of entering[+] securities into On or about 30 April 2012 uncertificated holdings or despatch of certificates Number ~~+~~ Class 8 Number and +class of all 707,105,713 Fully paid ordinary +securities quoted on ASX Shares ( including the securities in clause 2 if applicable)

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9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	Number	+Class
	329,548 329,548 329,547 272,726 56,819 113,637 113,637 113,637 113,637 629,000 505,291 6,290 15,172 454,645 634,672 346,865 1,560,450 582,141 221,645 350,264 600,000 93,572 1,164 2,810 84,194 117,532 64,234 400,084 107,804 41,046 64,864 1,215,000 600,000 315,000 735,000 555,000 1,650,000 (up to) 3, 579,758	Exercise price Expiry $0.829 23/12/2013 $1.049 23/12/2013 $1.269 23/12/2013 $1.489 23/12/2013 $0.609 23/12/2013 $0.609 11/03/2014 $0.829 11/03/2014 $1.049 11/03/2014 $1.269 11/03/2014 $1.69 30/06/2015 $1.822 25/11/2016 $1.782 25/11/2016 $1.86 25/11/2016 $1.936 25/11/2016 $1.879 25/11/2016 $2.072 25/11/2016 $1.802 25/11/2016 $1.472 25/11/2016 $2.072 18/11/2016 $2.412 18/11/2016 $3.062 26/02/2013 $1.822 25/11/2015 $1.782 25/11/2015 $1.86 25/11/2015 $1.936 25/11/2015 $1.879 25/11/2015 $2.072 25/11/2015 $1.802 25/11/2015 $1.472 25/11/2015 $2.072 18/11/2016 $2.412 18/11/2016 $1.27 1/06/2015 $1.84 25/11/2016 $1.40 6/10/2015 $2.13 25/11/2015 $1.88 1/04/2016 $1.962 19/10/2012 Performance Rights

• 10 Dividend policy (in the case of a Not applicable. 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 nonrenounceable? 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 the balance?

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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 ]

• (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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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

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40 Do the[+] securities rank equally in all N/A respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: A. the date from which they do B. the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• C. 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

N/A

(if issued upon conversion of another security, clearly identify that other security)

Number +Class 42 Number and[+] class of all[+] securities N/A N/A quoted on ASX ( including the securities in clause 38)

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.

• 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.

• 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.

• 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: Company Secretary Date: 2 May 2012

Print name: Evan Elstein

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