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MARVEL GOLD LIMITED Capital/Financing Update 2021

Oct 6, 2021

65386_rns_2021-10-06_2a8164c1-d89d-41bd-b28a-27c24004f075.pdf

Capital/Financing Update

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7 October 2021

EVOLUTION ENERGY MINERALS LIMITED – PRIORITY OFFER TO MARVEL SHAREHOLDERS NOW OPEN

Marvel Gold Limited (ASX: MVL) ( Marvel ) is pleased to advise that the priority offer of Evolution Energy Minerals Limited ( Evolution ) shares to eligible shareholders of Marvel of up to a total of 10,000,000 Shares to raise a maximum of $2,000,000 ( Priority Offer ) is now open.

The Priority Offer forms part of the initial public offer of 110,000,000 fully paid ordinary shares in the capital of Evolution at an issue price of $0.20 per Share to raise $22,000,000, which also opened today.

The letter attached was today dispatched to Marvel shareholders eligible to participate in the Priority Offer.

Applications under the Priority Offer can be made by going to the website link below and entering the postcode and unique Priority Offer access code:

Website Link: (Live from Thursday, 7 October 2021)[https://investor.automic.com.au/#/ipo/evolutionpriority ] Your unique Priority Offer access <> code:

A personalised Priority Offer Application Form, which includes the unique Priority Offer access code, can be accessed via Automic’s Investor Portal by following the instructions below:

  1. Go to https://investor.automic.com.au/#/loginsah

  2. Type “ Evolution Energy Minerals Limited ” or “ EV1 ” in the Company field

  3. Enter your Marvel HIN/SRN and postcode

  4. Tick the “ I’m not a robot ” box and click “ access

  5. Go to “ Documents and Statements

  6. Go to “ Other Documents

  7. Click on the blue arrow next to your application form to download

The closing date for the Priority Offer is 5:00pm (WST) on 25 October 2021 , or such earlier or later date as the directors, in their absolute discretion, may determine.

In order to avoid any potential delays with postage of application forms, eligible Marvel shareholders are strongly encouraged to obtain their application form and unique Priority Offer Access Code using the link shown in Step 1 above and to make their application online at https://investor.automic.com.au/#/ipo/evolutionpriority.

This announcement has been approved for release by the Managing Director.

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PHIL HOSKINS Managing Director

For further information, please contact:

Phil Hoskins – Managing Director Chris van Wijk – Executive Director, Tel: +61 8 9200 4960 Exploration Tel: +61 8 9200 4960

For more information, visit www.marvelgold.com.au.

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Name/Address 1 -6

Dear Shareholder,

EVOLUTION ENERGY MINERALS LIMITED – PRIORITY OFFER TO SHAREHOLDERS OF MARVEL GOLD LIMITED

As announced on 28 September 2021, Evolution Energy Minerals Limited (ACN 648 703 548) ( Evolution or the Company ) lodged its IPO prospectus with the Australian Securities & Investments Commission ( ASIC ) on the same day ( Prospectus ). The Prospectus contains an initial public offer of 110,000,000 fully paid ordinary shares in the capital of the Company ( Shares ) at an issue price of $0.20 per Share to raise $22,000,000 ( Offer ).

As part of the Offer, the Company is making a priority offer to eligible shareholders of Marvel Gold Limited (ACN 610 319 769) ( Marvel ) ( Priority Offer ) of up to a total of 10,000,000 Shares to raise a maximum of $2,000,000 ( Priority Allocation ). The Priority Offer is being made to all shareholders of Marvel named on its register of members at 5:00 pm (WST) on 4 October 2021 ( Record Date ), whose registered address is in Australia or New Zealand ( Eligible Marvel Shareholders ).

Eligible Marvel Shareholders may apply for as many Shares as they wish. If applications received from Eligible Marvel Shareholders under the Priority Offer are in excess of the Priority Allocation, allocations under the Priority Offer will operate as follows:

  • (a) All Eligible Marvel Shareholders that apply under the Priority Offer will receive a minimum of 10,000 New Shares to the value of $2,000 (subject to the Company exercising its discretion where there is evidence or suspicion of manipulation of this application right (for example, share splitting).[1]

  • (b) Subject to paragraph (a) above, Shares issued within the Priority Allocation will be allocated by the Evolution board of directors, in consultation with the Marvel board of directors, taking account of the relative valuation of Shares applied for and the relative value of the Eligible Marvel Shareholder’s holding of Marvel Shares at the Record Date.

  • (c) Applications that are not fully satisfied under the Priority Offer will be treated as an application under the Offer in respect of any Shares applied for but not issued under paragraphs (a) and (b) above.

The closing date for the Priority Offer is 5:00pm (WST) on 25 October 2021 (Closing Date), or such earlier or later date as the directors, in their absolute discretion, may determine. The Company reserves the right to extend the Priority Offer Closing Date or close the Priority Offer early without notice.

Actions required of Eligible Marvel Shareholders

As an Eligible Marvel Shareholder under the Priority Offer, you may:

  • (a) Apply for Shares under the Priority Offer;

  • (b) If you do not wish to apply for Shares under the Priority Offer, you are not obliged to doanything.

1 At the date of the Prospectus, Marvel Gold has approximately 1,300 shareholders. If more than 1,000 Eligible Marvel Shareholders apply for Shares under the Priority Offer, this will result in more than 10,000,000 New Shares being issued. If so required, the Priority Allocation would be expanded to accommodate these excess Shares.

Priority Offer Application Form

The Priority Offer is scheduled to open on 7 October 2021 . Subject to the important notice at the end of this letter, as an Eligible Marvel Shareholder, you are entitled to submit a Priority Offer Application Form to participate in the Priority Offer. You may obtain a copy of the Prospectus and apply online from Thursday 7 October 2021 (assuming no extension by ASIC) by going to the website link below and entering your postcode and your unique Priority Offer access code:

Website Link: https://investor.automic.com.au/#/ipo/evolutionpriority (Live from Thursday, 7 October 2021) Your unique Priority Offer access code: <>

In order to participate in the Priority Offer, Eligible Marvel Shareholders should follow the instructions set out in the Priority Offer Application Form. The Closing Date for the Priority Offer is 25 October 2021 . Evolution reserves the right to extend the Closing Date or close the Priority Offer early without prior notice.

In order to avoid any potential delays with postage of application forms, Eligible Marvel Shareholders are strongly encouraged to submit their Priority Offer Application Form using the website link provided in the table above. Your personalised Priority Offer Application Form, which includes your unique Priority Offer access code, can be accessed via Automic’s Investor Portal by following the instructions below:

  1. Go to https://investor.automic.com.au/#/loginsah

  2. Type “ Evolution Energy Minerals Limited ” or “ EV1 ” in the Company field

  3. Enter your Marvel HIN/SRN and postcode

  4. Tick the “ I’m not a robot ” box and click “ access

  5. Go to “ Documents and Statements

  6. Go to “ Other Documents

  7. Click on the blue arrow next to your application form to download

Please note that applications received after the Closing Date will not be accepted.

Before deciding whether to invest in Evolution, investors should read the Prospectus in its entirety and consider the risk factors set out in Section 5 of the Prospectus.

Should you have any questions, please contact Marvel’s company secretary, Stuart McKenzie, by telephone on +61 8 9200 4960. Alternatively, please contact Automic on +61 2 9698 5414 or 1300 288 664.

For and on behalf of the Board

Phil Hoskins Managing Director Marvel Gold Limited

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