Investor Presentaiton

KEY RISKS - TRANSACTION Completion NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES There is no certainty that the Transaction will occur. While there are no conditions precedent to the Share Sale and Purchase Agreement, completion of the Transaction, and the ability of Evolution to achieve its stated objectives, will depend on the performance by the vendor and certain third parties of various pre-completion obligations. Under the terms of the Share Sale and Purchase Agreement, if Evolution is unable to demonstrate that it has the funds to pay the purchase price within five business days of signing the Share Sale and Purchase Agreement, then Evolution may be required to pay a liquidated damages sum to the vendor of US$40 million (noting this will only arise where the vendor terminates the Share Sale and Purchase Agreement for Evolution's failure to demonstrate committed funding Likewise, under the terms of the Share Sale and Purchase Agreement if either Evolution or the vendor fail to satisfy their completion deliverables due to circumstances that are outside the relevant party's power and control, then the relevant party may be required to pay a liquidated damages sum to the other party of US$40 million (noting that there are a limited number of completion deliverables to be provided by Evolution). If completion does not occur, Evolution will need to consider alternative uses for, or ways to return the proceeds under the Equity Raising. Also, certain transaction costs such as indemnity, legal and advisory fees will still be payable by Evolution. Due diligence risks Evolution undertook a due diligence investigation process in respect of the Transaction and was provided with the opportunity to review certain information provided by, or on behalf of, CMOC. While Evolution considers that this review was adequate in the circumstances, the information was largely provided by CMOC. Consequently, Evolution has not been able to verify the accuracy, reliability or completeness of all the information which was provided to it against independent data and there is no assurance that the due diligence conducted was conclusive and that all material issues and risks in respect of the Transaction have been identified. Some of the information provided to Evolution included forward looking statements. Whilst Evolution has been able to review and assess some of the foundations of the forward looking information relating to the Northparkes Mine, forward looking information can be unreliable and is based on assumptions that may prove to be incorrect or may change in the future, outside of the control of Evolution. Integration risks An important factor which may impact the long-term success of Evolution is likely to be the successful integration of the Northparkes Mine as part of Evolution's broader asset portfolio. The Northparkes Mine has been established as effectively a standalone business and while some transitional support will be required following completion of the Transaction for the purposes of implementing the integration process, difficulties may be encountered in connection with this process which could result in the failure of Evolution to realise some of the anticipated benefits of the acquisition or could result in those benefits being realised later than expected. Responsibility for the management of the operations of the Northparkes Mine is to be transferred to Evolution after the completion of the Transaction. The methods adopted by Evolution in respect of operating the Northparkes Mine may differ from the methods employed prior to the implementation of the Transaction. This may result in revisions to reserves and resources, life of mines, methodology for calculating cash costs, production forecasts and exploration and development targets for the Northparkes Mine. Joint Venture Participant risk The use of joint ventures is common in the mining exploration and production industry and serves as a means to mitigate the risk and associated costs of exploration, production and operational failures. However, failure of agreement or alignment with Evolution's joint venture partners for the Northparkes Mine (which, upon completion of the Transaction, will be SMM and SC) could have an adverse effect on Evolution's business, and its operational or financial performance. The failure of the joint venture partners to meet their funding commitments (primarily by way of cash calls) and to share costs and liabilities may result in increased costs to Evolution. Evolution is unable to predict the risk of financial failure or default by a joint venture partner (present or future). Northparkes Mine environmental risk It is not unusual for contamination to exist on or under mine sites. CMOC has only disclosed limited information to Evolution in relation to the nature and extent of known or suspected contamination on the tenements that underlie the Northparkes Mine. Evolution will be liable for its 80% share of any historical environmental offences committed by the Northparkes JV. If, in the future, there are significant non-compliances and environmental issues at the Northparkes Mine, this may give rise to a risk of the Environment Protection Licence being varied, suspended or terminated. Mining and exploration projects of this nature are subject to rehabilitation and closure obligations. Rehabilitation and closure costs associated with mining operations are subject to change and there can be no assurance that the current estimates for rehabilitation and closure activities associated with the Northparkes Mine will not increase. Claims against vendor Title Most disputes arising out of or relating to the Transaction will be referred to and finally resolved by arbitration administered by the International Chamber of Commerce. There maybe be practical challenges with seeking to bring a successful claim against the vendors as foreign entities and to actually enforcing against such entities irrespective of whether an arbitral award is granted in favour of Evolution. Accordingly, the ability to seek (and obtain) recourse against the vendors in the event of a claim under the Share Sale and Purchase Agreement may be limited and may adversely impact Evolution's operational or financial performance. Interests in exploration and mining tenements in New South Wales are evidenced by the granting of licences, leases, permits or authorities. Each of the tenement comprising the Northparkes Mine has been granted for a specified term and carry conditions imposed under the tenements and relevant laws and regulations applying in New South Wales. Evolution could face penalties, lose title to or its interest in the mining leases and exploration licences, or any other tenements that may be acquired by Evolution in future, if such conditions are not met. Evolution has considered all title matters concerning the CMOC Participant's ownership of the tenements underlying the Northparkes Mine. Whilst to the best of its knowledge, the CMOC Participant's title to the tenements is in good standing, this should not be construed as a guarantee of title. The CMOC Participant's title may be affected by undetected defects in title, such as the reduction in size of the titles and other third party claims affecting the CMOC Participant's interests in the tenements. Minerals properties and the leases associated with such properties sometimes contain claims or transfer histories that examiners cannot verify. A successful claim by a third party in relation to the tenements could cause Evolution to lose its rights to explore, develop and mine any minerals from the Northparkes Mine, without compensation for any prior expenditures incurred by Evolution or have other adverse financial consequences. Evolution MINING 49 49