Investor Presentaiton

UNDERWRITING AGREEMENT (2/2) NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES In addition, the Underwriter may terminate its obligations under the Underwriting Agreement on the occurrence of any of the following events during the same period as above, provided that it has reasonable grounds to believe and does believe that the event has had, or is likely to have, a materially adverse effect on the outcome or success or settlement of the Placement or on the ability of the Underwriter to settle the Placement, or the event could give rise to or result in a contravention or involvement in a contravention by the Underwriter or one of its affiliates of, or liability for the Underwriter or one of its affiliates under, the Corporations Act or any applicable law: (a) (b) there is an omission from or misstatement relating to the completed questionnaire provided by Evolution or any other information supplied by or on behalf of Evolution to the Underwriter; Evolution fails to perform or observe any of its obligations (including, for the avoidance of doubt, undertakings) under the Underwriting Agreement; (c) any representation or warranty made or given by Evolution in the Underwriting Agreement is or becomes misleading or deceptive, or is not true or correct at the relevant time; (d) (e) (f) a certificate, which is required to be furnished by Evolution under the Underwriting Agreement, when given is untrue, incorrect or misleading or deceptive (including by omission); there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of the Commonwealth of Australia or any State or Territory of Australia a law or any new regulation is made under any law, or the Reserve Bank of Australia or a governmental authority adopts a policy (other than a law, regulation, or policy which has been announced prior to the date of the Underwriting Agreement) which affects or regulates the Placement or its settlement or the issue of the New Shares; a change to: I. the CEO or the CFO of Evolution occurs; or II. the board of directors of Evolution occurs that has, or is likely to have, a materially adverse effect on: (g) (h) (i) (j) 1. the success, marketing or settlement of the Placement; or 2. the willingness of investors to subscribe for or settle New Shares; Evolution or any of its related bodies corporate is in breach of any debt covenant; there is an outbreak of hostilities not existing as at the date of the Underwriting Agreement or a major escalation of hostilities existing as at the date of the Underwriting Agreement (in each case, whether war is declared or not) involving any one or more of Australia, the United Kingdom, the United States, Israel, Gaza, Russia or Iran, or the declaration by any of these countries of a national emergency or war, or a significant terrorist attack is perpetrated in any of those countries or any diplomatic, military, commercial or political establishment of any of these countries; any of the following occurs: I. II. III. a general moratorium on commercial banking activities in Australia, the United Kingdom or the United States is declared by the relevant central banking authority in those countries, or there is a material disruption in commercial banking or security settlement or clearance services in any of those countries; or trading in all securities quoted or listed on ASX, the London Stock Exchange or the New York Stock Exchange is suspended or limited in a material respect for one day on which the exchange is open for trading or substantially all of one day on which the exchange is open for trading; any adverse change or disruption to the existing financial markets, political or economic conditions of Australia, the United Kingdom or the United States; or any adverse change occurs in the assets, liabilities, financial position or performance, profits, losses or prospects of Evolution and its related bodies corporate (insofar as the position in relation to an entity in the Evolution group affects the overall position of Evolution), including any adverse change in the assets, liabilities, financial position or performance, profits, losses or prospects of Evolution or its related bodies corporate from those respectively disclosed in any Placement document, ASX announcement or any other materials provided to investors relating to the Placement. Termination of the Underwriting Agreement by the Underwriter will discharge the Underwriter's obligations in respect of the period prior to termination and discharge Evolution's obligation to pay the Underwriter any fees, costs, charges or expenses which have not accrued as at termination, but the termination of its obligations will not limit or prevent the exercise of any other rights or remedies which any of the parties may otherwise have. For details of the fees payable to the Underwriter, refer to the Appendix 3B released to the ASX on the date of this Presentation. Evolution MINING ..... 54

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