EVOLUTION MINING LIMITED — Share Issue/Capital Change 2015

Jan 22, 2015

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To: Company Announcements Office From: The Company Secretary Date: 23 January 2015

ABN: 74 084 669 036 P 02 9696 2900 F 02 9696 2901 Level 30 175 Liverpool Street Sydney, NSW 2000 www.evolutionmining.com.au

Subject: Appendix 3B - Performance Rights

Evolution Mining Limited (ASX: EVN) advises that 433,000 Performance Rights have been issued under the Evolution Mining Employee Share Option and Performance Rights Plan and that 83,622 Performance Rights have been cancelled as result of employee departures. There are a total of 21,603,217 Performance Rights currently in issue.

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---

Evan Elstein

Company Secretary

Evolution Mining Limited

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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 Performance Rights (under the Evolution Employee issued Share Option and Performance Rights Plan).

• 2 Number of[+] securities issued or to 433,000 Performance Rights be issued (if known) or maximum number which may be issued

• See chapter 19 for defined terms.

Appendix 3B Page 1

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• 3 Principal terms of the[+] securities The Performance Rights are issued under the (eg, if options, exercise price and Evolution Employee Share Option and Performance Rights Plan approved by shareholders at the Annual

• expiry date; if partly paid +securities, the amount General Meeting held on 26 November 2014. outstanding and due dates for Each Performance Right will convert to one fully paid payment; if[+] convertible securities, ordinary share, subject to satisfaction of certain the conversion price and dates for Vesting Conditions. conversion)

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 2017 (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 TSR measured as the cumulative annual TSR over the three year period ending 30 June 2017;

• 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 2017; and

• Evolution’s growth in Ore Reserves Per Share, measured by comparing the baseline measure of the Ore Reserves as at 31 December 2013, to the Ore Reserves as at 31 December 2016 on a per share basis, with testing to be performed at 30 June 2017.

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

4 Do the[+] securities rank equally No. Performance Rights do not rank equally with in all respects from the date of existing fully paid ordinary securities from the date of issue and do not participate in any dividend, allotment with an existing[+] class distribution or interest payment. of quoted[+] securities? Any fully paid ordinary share allotted on the If the additional securities do conversion of Performance Rights will rank equally in not rank equally, please state: all respects with existing issued fully paid ordinary shares.  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 Evolution Employee Share Option and Performance Rights Plan. 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

No

N/A N/A N/A

• 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
	22 January 2015
	Number	+Class
	714,921,647	Fully Paid Ordinary Shares

9 Number and +class of all +securities not quoted on ASX (_including_the securities in section 2 if applicable)	Number	+Class
	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 21,603,217	Exercise Expiry Price $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 trust, distribution policy) on the increased capital (interests)

No change - All Shares participate equally

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

• See chapter 19 for defined terms.

Appendix 3B Page 5

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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? 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

• See chapter 19 for defined terms.

Appendix 3B Page 7

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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.

• 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: 23 January 2015

Company Secretary

Print name: Evan Elstein

• See chapter 19 for defined terms.

Appendix 3B Page 9

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