ABN 74 084 669 036‌

Sydney Office

24 March 2017 The Manager

Market Announcements Office ASX Limited

Level 4, Exchange Centre 20 Bridge Street

Sydney NSW 2000

P +61 2 9696 2900

F +61 2 9696 2901

Level 30

175 Liverpool Street

Sydney NSW 2022

www.evolutionmining.com.au

Dear Sir / Madam

Evolution Mining Limited (ASX Code: EVN) - Notice of Equity Derivative Transaction

We attach a notice received from La Mancha Group International BV (La Mancha) containing details of the equity derivative transaction entered into with Citigroup Global Markets Limited on 23 March 2017.

Yours sincerely

Evan Elstein

Company Secretary Evolution Mining Limited

Mr Evan Elstein Company Secretary Evolution Mining Limited

Level 30, 175 Liverpool Street

SYDNEY NSW 2000

23 March 2017

Dear Sir

Evolution Mining Limited equity derivatives - disclosure

Pursuant to Takeovers Panel Guidance Note 20, we attach details of an equity derivative transaction entered into by La Mancha Group International B.V.

Yours faithfully

Amr El Adawy Director

La Mancha Group International B.V.

Market Announcement

La Mancha Group International B.V. (La Mancha) advises that it has entered into a stock lending arrangement with Citigroup Global Markets Limited (Citigroup) under which it has lent Citigroup 123,852,934 shares in Evolution Mining Limited (Evolution) as part of an equity derivative collar financing arrangement with Citigroup(the Collar Financing). At the end of the Collar Financing, Citigroup is obliged to return the shares which it has borrowed to La Mancha.

La Mancha notes that in order to establish a financial hedge position in connection with the Collar Financing, Citigroup completed a successful bookbuild sale of 87.4 million Evolution shares after market close on 23 March 2017. The shares were sold at $2.00 per share. La Mancha has been advised by Citigroup that the shares were purchased by large institutional investors, including a number of supportive Evolution shareholders.

La Mancha wishes to advise that:

  1. It remains supportive and committed as a long-term shareholder of Evolution;

  2. This is purely a financing transaction for La Mancha and was structured to create additional liquidity while maintaining a very high level of exposure to Evolution through its shareholding; and

  3. The funds generated are required to finance ongoing investment opportunities for La Mancha.

In commenting on the transaction, Mr Naguib Sawiris said:

"La Mancha has been very pleased with its investment in Evolution and we remain both a committed shareholder and supporter of Evolution's growth into a leading, mid-tier gold producer. This financing transaction simply reflects a requirement to finance ongoing investment opportunities for La Mancha."

Attached at Annexure A hereto are key details of the Derivative Financing pursuant to Takeovers Panel Guidance Note 20.

Annexure A

This is Annexure A of 6 pages.

  1. Identity of taker

    Name: La Mancha Group International B.V. (incorporated in the Netherlands, trade register number 55617786) (LMGI)

    This notice is also given by LMGI on behalf of its associates being each entity listed in Schedule 1 (La Mancha Group).

  2. Details of equity derivative transaction

Holder of interest

Relevant Security

Price (AUD)

Entry Date

Number of securities

Type of derivative

LMGI

EVN

Initial Reference Price

In respect of tranches 1 - 30 under the Derivative Financing: A$2.0122

In respect of tranches 31 - 230 under the Derivative Financing: A$2.00

23

March 2017

123,852,934

Cash settled put option, of which LMGI is option taker.

Put Option Strike Price

In respect of tranches 1 - 30 under the Derivative Financing: an amount equal to 95% of the Initial Reference Price.

In respect of tranches 31 - 230 under the Derivative Financing: an amount equal to 100% of the Initial Reference Price.

Settlement Price

The volume-weighted average price for EVN shares on the Australian Securities Exchange on each applicable "Valuation Date" (as defined pursuant to the Derivative Financing) for the period between

Evolution Mining Limited published this content on 24 March 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 23 March 2017 22:29:11 UTC.

Original documenthttp://23crl33wq4oxpmtj2wj16cs9.wpengine.netdna-cdn.com/wp-content/uploads/2017/03/EVN-ASX-Announcement-240317.pdf

Public permalinkhttp://www.publicnow.com/view/EB3D18E70CAE0ADEA7C159C6A58619A613129D4B