EVOLUTION MINING LIMITED — Share Issue/Capital Change 2013

Sep 2, 2013

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To: Company Announcements Office From: The Company Secretary Date: 3 September 2013

ABN: 74 084 669 036 P 02 9696 2900 F 02 9696 2901 Level 28 175 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 issue of Performance Rights to employees of Evolution Mining Limited ( Evolution or Company ) under the Evolution Mining Limited Employee Share Option and Performance Rights Plan. In terms of Listing Rule 3.10.3, the following additional information is disclosed in relation to the issue of Performance Rights that are subject to shareholder approval:

Class of securities to be issued	Performance Rights (under the Evolution Employee Share Option and Performance Rights Plan).
Number of securities to be issued if known or maximum number which may be issued	Up to 2,245,152 Performance Rights.
Principal terms of the securities to be issued	The Performance Rights are issued under the Evolution Employee Share Option and Performance Rights Plan approved by shareholders at the Annual General Meeting in November 2010. Each Performance Right will convert to one fully paid ordinary share, subject to satisfaction of certain Vesting Conditions. The Performance Rights will be performance tested as at 30 June 2016 (the Relevant Date). The number of Performance Rights which vest on the Relevant Date will depend on the extent to which the Vesting Conditions have been satisfied at the Relevant Date. 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);  Evolution’s absolute total shareholder return (TSR) measured as the cumulative annual TSR over the three year period ending 30 June 2016, and  Evolution’s growth in Earnings Per Share (EPS), measured as the cumulative annual growth rate in EPS, excluding non-recurring items, over the three year period ending 30 June 2016. All Performance Rights have a zero exercise price. Performance Rights which do not vest will lapse immediately.

Issue price or consideration	Nil
Purpose of the issue	The Performance Rights are issued under the Evolution Mining Limited Employee Share Option and Performance Rights Plan.
Whether entity will seek security holder approval in relation to the proposed issue of securities	Yes, shareholder approval will be sought the next Annual General Meeting to be held on 26 November 2013.
Whether the issue will be to a new class of security holders	No

Further information in relation to the Performance Rights is provided as follows:

The Company advises that 1,018,249 Performance Rights have been cancelled following employee departures, 559,378 Performance Rights have vested as a result of having satisfied the Vesting Conditions set, while 752,227 Performance Rights have lapsed as a result of the Vesting Conditions set not being achieved.

The Company confirms that 9,806,880 Performance Rights have been issued under the Evolution Employee Share Option and Performance Rights Plan, of which 2,245,152 Performance Rights are subject to shareholder approval. There are a total of 15,169,330 Performance Rights currently in issue with various performance testing dates and vesting conditions. A summary of the Performance Rights on issue is provided in the table below:

	Details	Number of Performance Rights	Running Balance
Opening Balance		7,692,304	7,692,304
Cancelled	Employee departures	1,018,249	6,674,055
Vested	Performance Measures achieved	559,378	6,114,677
Lapsed	Performance Measures not achieved	752,227	5,362,450
Granted	Subject to Shareholder approved	2,245,152	7,607,602
	Shareholder approval not required	7,561,728	15,169,330

Yours sincerely

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---

Evan Elstein Company Secretary

Appendix 3B New issue announcement

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 1. Fully Paid Ordinary Shares. be issued 2. Performance Rights (under the Evolution Employee Share Option and Performance Rights Plan). 2 Number of[+] securities issued or to 1. 559,378 be issued (if known) or maximum 2. 9,806,880 number which may be issued

• See chapter 19 for defined terms.

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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)

1. The Fully Paid Ordinary Shares have been issued pursuant to the vesting of Performance Rights granted in the 2012 Financial Year.

2. The Performance Rights are issued under the Evolution Employee Share Option and Performance Rights Plan approved by shareholders at the Annual General Meeting in November 2010.

Each Performance Right will convert to one fully paid ordinary share, subject to satisfaction of certain Vesting Conditions.

The Performance Rights will be performance tested as at 30 June 2016 ( the Relevant Date ). The number of Performance Rights which vest on the Relevant Date will depend on the extent to which the Vesting Conditions have been satisfied at the Relevant Date.

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 );

• Evolution’s absolute total shareholder return ( TSR ) measured as the cumulative annual TSR over the three year period ending 30 June 2016, and

• Evolution’s growth in Earnings Per Share (EPS), measured as the cumulative annual growth rate in EPS, excluding non-recurring items, over the three year period ending 30 June 2016.

All Performance Rights have a zero exercise price. Performance Rights which do not vest will lapse immediately.

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally in 1. Yes all respects from the date of allotment with an existing[+] class of 2. No. Performance Rights do not rank equally with existing fully paid ordinary securities from quoted[+] securities? the date of issue and do not participate in any dividend, distribution or interest payment. If the additional securities do not rank equally, please state: Any fully paid ordinary shares allotted on the  the date from which they do conversion of Performance Rights will rank  the extent to which they equally in all respects with existing issued ordinary fully paid shares. 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 1. Nil 2. Nil 6 Purpose of the issue 1. The Fully Paid Ordinary Shares have been (If issued as consideration for the issued under the terms of the Evolution Share acquisition of assets, clearly Option and Performance Rights Plan as a result of the Vesting Conditions having been satisfied. identify those assets) 2. The Performance Rights are issued under the Evolution Mining Limited Employee Share Option and Performance Rights Plan. 6a Is the entity an[+] eligible entity that No. 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 N/A resolution under rule 7.1A was passed 6c Number of +securities issued N/A without security holder approval under rule 7.1 6d Number of[+] securities issued with N/A security holder approval under rule 7.1A

• See chapter 19 for defined terms.

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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
	2 September 2013
	Number	+Class
	708,652,367	Fully paid ordinary Shares

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)	Number	+Class
	272,729 272,729 272,728 272,726 113,637 113,637 113,637 113,637 1,215,000 519,000 165,000 107,804 1,165 400,084 93,572 2,810 117,532 84,194 64,234 675,000 555,000 415,127 262,690 582,141 6,290 1,560,450 505,291 600,000 634,672 15,172 454,645 346,865 15,169,330	Exercise Expiry Price $0.829 23/12/2013 $1.049 23/12/2013 $1.269 23/12/2013 $1.489 23/12/2013 $0.609 11/03/2014 $0.829 11/03/2014 $1.049 11/03/2014 $1.269 11/03/2014 $1.270 1/06/2015 $1.690 30/06/2015 $1.400 6/10/2015 $1.472 25/11/2015 $1.782 25/11/2015 $1.802 25/11/2015 $1.822 25/11/2015 $1.860 25/11/2015 $1.879 25/11/2015 $1.936 25/11/2015 $2.072 25/11/2015 $2.130 25/11/2015 $1.880 1/04/2016 $2.412 14/10/2016 $2.072 18/11/2016 $1.472 25/11/2016 $1.782 25/11/2016 $1.802 25/11/2016 $1.822 25/11/2016 $1.840 25/11/2016 $1.879 25/11/2016 $1.860 25/11/2016 $1.936 25/11/2016 $2.072 25/11/2016 PerformanceRights

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 non-
	renounceable?
13	Ratio in which	the+securities will
	be offered
14	+Class of+securities to which the
	offer relates

• See chapter 19 for defined terms.

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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

• See chapter 19 for defined terms.

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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?
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

• See chapter 19 for defined terms.

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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 +quotation is sought 39 Class of +securities for which quotation is sought 40 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 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) 42 Number and+class of all+securities quoted on ASX (_including_the securities in clause 38)	N/A
	N/A
	N/A
	N/A
	Number	+Class
	N/A	N/A

• See chapter 19 for defined terms.

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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.

• 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: 3 September 2013

Print name: Evan Elstein

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue

Add the following:

• Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2

• Number of fully paid ordinary securities issued in that 12 month period with shareholder approval

• Number of partly paid ordinary securities that became fully paid in that 12 month period

Note:

• Include only ordinary securities here – other classes of equity securities cannot be added

• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• It may be useful to set out issues of securities on different dates as separate line items

Subtract the number of fully paid ordinary securities cancelled during that 12 month period

“A”

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items
“C”
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2
Subtract“C” Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	[Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D”

0.10

Note: this value cannot be changed

Multiply “A” by 0.10

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

“E”

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A “A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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