EVOLUTION MINING LIMITED — Share Issue/Capital Change 2015

Nov 25, 2015

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To: Company Announcements Office

From: The Company Secretary

Date: 26 November 2015

Subject: Appendix 3B - Performance Rights Cancelled, Issue Approved and Expiry of Unlisted Share Options

ABN 74 084 669 036 Sydney Office P +61 2 9696 2900 F +61 2 9696 2901 Level 30 175 Liverpool Street Sydney NSW 2022 www.evolutionmining.com.au

Evolution Mining Limited (ASX: EVN) (“the Company”) advises that 231,148 Performance Rights have been cancelled as a result of recent employee departures and confirms that the 1,732,429 Performance Rights, which were issued subject to shareholder approval, are now confirmed following the approval by shareholders at the Annual General Meeting of the Company held on 25 November 2015. There are a total of 25,122,423 Performance Rights currently in issue.

The Company further advises that the following unlisted share options expired on 25 November 2015:

~~Issue Date~~	~~No of Share~~ Options	Exercise Price	Expiry Date
25/11/2011	53,902	$1.472	25/11/2015
25/11/2011	53,902	$1.398	25/11/2015
25/11/2011	582	$1.782	25/11/2015
25/11/2011	582	$1.708	25/11/2015
25/11/2011	200,042	$1.802	25/11/2015
25/11/2011	200,042	$1.728	25/11/2015
25/11/2011	46,786	$1.822	25/11/2015
25/11/2011	46,786	$1.748	25/11/2015
25/11/2011	1,405	$1.860	25/11/2015
25/11/2011	1,405	$1.786	25/11/2015
25/11/2011	58,766	$1.879	25/11/2015
25/11/2011	58,766	$1.805	25/11/2015
25/11/2011	42,097	$1.936	25/11/2015
25/11/2011	42,097	$1.862	25/11/2015
25/11/2011	32,117	$2.072	25/11/2015
25/11/2011	32,117	$1.998	25/11/2015
25/11/2011	675,000	$2.130	25/11/2015
TOTAL	1,546,394

There are a total of 5,938,344 unlisted share options with various exercise prices and expiry dates currently in issue.

Yours Sincerely

Evan Elstein

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Company Secretary Evolution Mining Limited

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 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 Employee Share Option and Performance Rights Plan).
	1,732,429 Performance Rights

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 1

• 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 Performance Rights are issued under the Evolution Employee Share Option and Performance Rights Plan approved by shareholders at the Annual General Meeting held on 25 November 2014.

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 2018 (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 2018;

• 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 2018; and

• Evolution’s growth in Ore Reserves Per Share, measured by comparing the baseline measure of the Ore Reserves as at 31 December 2014, to the Ore Reserves as at 31 December 2017 on a per share basis, with testing to be performed at 30 June 2018.

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

• 4 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

No. Performance Rights do not rank equally with existing fully paid ordinary securities from the date of issue and do not participate in any dividend, distribution or interest payment.

Any fully paid ordinary shares allotted on the conversion of Performance Rights will rank equally in all respects with existing issued ordinary fully paid shares.

• 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 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that 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 resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 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	Nil
	The Performance Rights have been issued under the Evolution Employee Share Option and Performance Rights Plan and were subject to shareholder approval. Approval was obtained at the Annual General Meeting of shareholders held on 25 November 2015.
	No
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 3

6i Calculate the entity’s remaining issue N/A capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering[+] securities into 25 November 2015 uncertificated holdings or despatch of certificates

Number +Class 8 Number and[+] class of all[+] securities 1,453,957,148 Fully Paid Ordinary quoted on ASX ( including the Shares securities in section 2 if applicable)

Number +Class 9 Number and +class of all Exercise Expiry +securities not quoted on ASX Price ( including the securities in section 555,000 $1.880 1/04/2016 2 if applicable) 20,523 $1.998 18/11//2016 242,168 $2.072 18/11/2016 32,432 $2.338 18/11/2016 382,695 $2.412 18/11/2016 582,141 $1.472 25/11/2016 6,290 $1.782 25/11/2016 1,560,450 $1.802 25/11/2016 505,291 $1.822 25/11/2016 600,000 $1.840 25/11/2016 634,672 $1.879 25/11/2016 15,172 $1.860 25/11/2016 454,645 $1.936 25/11/2016 346,865 $2.072 25/11/2016 25,122,423 Performance Rights 10 Dividend policy (in the case of a No change - All Shares participate equally 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)

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 5

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 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

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.

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 7

• 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:

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Date: 26 November 2015

Company Secretary

Print name: Evan Elstein