Annual Report: Evolution Mining Limited

EVOLUTION MINING limited
ANNUAL REPORT
2012
www.evolutionmining.com.au
ASX:EVN
Evolution Mining Limited
ABN 74 084 669 036
CONTENTS COMPANY PROFILE

Evolution Mining Limited is a leading, growth-focused Australian gold miner. The
Highlights 2
Company operates four wholly-owned Australian operations – Cracow, Edna May, Mt
Executive Chairman’s Report 3 Rawdon and Pajingo – and is constructing the Mt Carlton development project.
Safety and People 5 Evolution is forecasting production in FY2013 of between 370,000 - 410,000 ounces
Environment and Community 6 gold equivalent. Cash operating costs (before royalties and after by-product credits)
Review of Operations 7 are expected to be in the range of A$730 - A$790 per ounce.
Evolution has a strong balance sheet which provides the flexibility to fully fund current
Discovery 12
exploration, development and production activities and also assess value-accretive
Mineral Resources and Ore Reserves 15
growth opportunities.
Chief Financial Officer’s Review 32 Evolution was formed in November 2011 through the merger of Catalpa Resources
Board of Directors 33 Limited and Conquest Mining Limited, and the concurrent purchase of Newcrest
Corporate Governance 35 Mining Limited’s interests in the Cracow and Mt Rawdon gold mines in Queensland.
Directors’ Report 41
Auditor’s Independence Declaration 63
Statement of Comprehensive Income 64
Statement of Financial Position 65
Darwin
Statement of Changes in Equity 66
Statement of Cash Flow 67
Notes to the Financial Statements 68
Directors’ Declaration 111
Townsville
Shareholder Information 112
Pajingo Mt Carlton
Independent Audit Report 114
Corporate Directory 116
Gladstone
Cracow Mt Rawdon
Brisbane
Edna May
Perth Sydney
Melbourne
2012 evolution mining ANNUAL REPORT

highlights
Corporate
• Creation of the fourth largest ASX-listed gold producer delivering operational diversity, predictability
and meaningful growth
• Successful completion and implementation of the merger between Catalpa Resources Limited and
Conquest Mining Limited and the concurrent purchase of Newcrest Mining Limited’s interests in the
Cracow and Mt Rawdon gold mines on 2 November 2011 to form Evolution Mining Limited
• Successful institutional and retail entitlements offer completed in December 2011, raising
A$152.5 million
• Strong maiden net profit of A$37.3 million and an underlying net profit of A$63.4 million
(partial year ownership)
• Revenue from gold and silver sales increased by 285% to A$469.5 million
• Operations deliver underlying EBITDA of A$190 million
• Gold sales of 288,617 ounces at average sales of A$1,600 per ounce
• Inclusion in the S&P/ASX 200 Index from 17 March 2012 in recognition of increased scale and diversity
Operations
• Total gold production of 346,979 ounces in FY2012 (280,401 ounces attributable1) in-line with FY2012
guidance expectations at a cash cost of A$771 per ounce, significantly below guidance of A$800 –
A$850 per ounce
• Increased production forecast in FY2013 at a lower average cost per ounce
• Cracow performed consistently delivering above 100,000 ounces for the 7th consecutive year
• Stand-out performance recorded at Pajingo following the implementation of operational initiatives to
improve long-term sustainable performance with production up 165% on FY2011
• Mt Rawdon achieved record June quarter production of 32,734 ounces at A$531 per ounce to produce
more than 95,000 ounces at A$684 per ounce in FY2012
• Edna May improved production by 12% compared to FY2011 with a key focus on improving plant
reliability and utilisation to continue into FY2013
Development
• Granting of a 25 year mining lease for the Mt Carlton gold-silver-copper project on 5 December 2011
by the Queensland Government
• Construction of Mt Carlton gold-silver-copper project on schedule for commissioning in December 2012
• A$85 million capital expended at Mt Carlton in FY2012
Exploration
• A$18.5M discovery expenditure in FY2012
• Exploration success at Cracow with the confirmation of a new high-grade epithermal gold shoot
named Coronation
• Acquisition of the Holleton Gold Project announced 25 June 2012, a strategic landholding providing
the ability to leverage off existing infrastructure at Edna May
Ore Reserves and Mineral Resources

• Group Mineral Resources estimated at 7.0 million ounces gold equivalent including Ore Reserves
estimated at 3.33 million ounces gold equivalent2
• 375,000 additional ounces defined by resource definition drilling at Pajingo
• Underground Mineral Resource estimate for Edna May increased to 270,000 ounces; remains open at
depth and along strike
Outlook
• Total gold production for the 2013 financial year has been forecast to increase to between 370,000 -
410,000 ounces at a cash cost of between A$730 and A$790 per ounce
1
Includes increased interest in Cracow from 30% to 100% on 2 November 2011, 100% of Mt Rawdon from 2 November 2011,
and 100% of Pajingo from 18 October 2011.
2
Refer to the Mineral Resources and Ore Reserves Statement within this report for full details.
002
executive CHAIRMAN’S REPORT

Australia’s newest mid-tier gold producer, Evolution Mining Limited, the carbon tax and it also reflects the fact that FY2013 will see the
was created on 2nd November 2011 to meet what we perceived to be commissioning ramp up of Mt Carlton, our key development project.
the demands of the investment community, providing a mid-tier gold We expect that, once commissioned, Mt Carlton will be our lowest
company with the ability to deliver operational predictability, achieve cost mine and therefore shareholders can expect the trend of growing
meaningful growth and with the financial capacity to fund that growth. production and declining costs to continue into FY2014.
These attributes are considered fundamental to creating a sustainable We recognise that dividends are an important element of total
company able to deliver superior returns to its shareholders and shareholder returns. In FY2012 the Board of Evolution did not resolve
Evolution is now one of very few companies in the Australian gold to pay a dividend as we continue to invest heavily in our growth
sector that can credibly claim to have these qualities. projects and exploration. Capital returns will be considered in the
Historically, mid-tier gold companies have outperformed both smaller future and I look forward to updating you on Evolution’s dividend
(junior) and larger (major) gold companies in terms of share price policy in FY2013.
performance. Numerous examples of successful mid-tier gold Many resources companies are finding it challenging in the current
companies exist in the North American markets but there are few environment to retain high-quality people in Australia. However, I
recent examples in Australia as a result of the consolidation that took am pleased to say Evolution has been able to attract a very talented
place in the Australian gold sector between 1998 and 2003. group of people. Evolution offers its employees long-term career
International gold companies took advantage of the weak Australian stability as well as challenging and rewarding roles within
dollar and acquired a large number of promising local mid-tier a dynamic organisation. We have successfully recruited for all key
gold companies. roles of the expanded leadership team at Evolution and have also
Through the merger of Catalpa Resources Limited and Conquest turned our attention to the longer term needs of the Company, with the
Mining Limited combined with the concurrent purchase of Newcrest initiation of a graduate recruitment program. This recruitment program
Mining Limited’s interests in the Cracow and Mt Rawdon gold mines, commenced in March 2012 and 12 graduates across a range of
we believe Evolution has created a platform to develop into a globally mining and finance disciplines will join the Evolution team by
competitive mid-tier gold company. January 2013.
In the 2012 Financial Year we produced 280,401 ounces

of gold (attributable), in-line with our guidance, at
an average cash operating cost of A$771 per ounce,
significantly below our guidance. This is an extremely
satisfying outcome in only eight months as a new company
Our strategy of developing a mid-tier gold company in Australia has The safety of our workforce is of paramount importance and a core
won the support of major global institutional investors. We received cultural value. I believe that all injuries are preventable. The 12 month
strong support from institutional investors both locally and abroad for rolling Total Recordable Injury Frequency Rate of 23.5 as at 30 June
the entitlement offer completed in November 2011 and were fortunate 2012 was too high. We are committed to significantly improving our
to have influential fund managers, BlackRock Investment Management safety record and have embarked on a comprehensive safety regime
(UK) Limited and Baker Steel Capital Managers LLP commit to a incorporating safety leadership, training and hazard awareness
A$50 million investment in addition to their pro-rata entitlements. Both throughout the Company.
groups remain supportive of Evolution and have acquired additional The formation of Evolution and the integration of the assets have, as
shares since completion of the entitlement offer. expected, presented many challenges. It has taken a lot of hard work,
Newcrest Mining, Evolution’s major shareholder, at 33%, was commitment and perseverance from everyone involved – employees,
instrumental in developing the vision and strategy for the creation of shareholders and Directors – and I would like to thank you all for
Evolution. Importantly this support has continued post completion of the commitment you have shown to establishing what we believe is
the transaction and we are very fortunate to have ongoing access to developing into an outstanding Australian gold company.
the depth of experience and expertise of one of the world’s leading I remain confident about the outlook for gold as governments around
gold companies within our major shareholder. the world continue to grapple with the difficulties of high public debt
Our experience to date at Evolution has reinforced our conviction. levels and low economic growth. The response we
In the 2012 financial year we produced 280,401 ounces of gold are seeing in parts of Europe and the United States can only be
(attributable), which was in-line with our guidance, at an average cash positive for the gold price as currencies are devalued and investors
operating cost of A$771 per ounce, significantly below our guidance. seek to protect the value of their capital through exposure to assets
This is an extremely satisfying outcome in only eight months as a new like gold.
company. Financially we have been able to deliver a strong underlying We are on an exciting journey and I firmly believe that Evolution is
profit result of A$63.4 million while maintaining balance sheet strength. at the right place at the right time and I look forward to continuing
Our Cracow and Mt Rawdon mines performed strongly, producing to demonstrate this as we grow the Company. As a mid-tier gold
102,565 and 95,403 ounces respectively in FY2012. Edna May miner, Evolution is in a sweet spot in the gold industry, with a proven
produced 73,264 ounces and by year end we had initiated a number management team and a strong financial position. We are developing
of changes to address plant throughput constraints and were a track-record of delivering operational predictability and also
beginning to see improvements towards the end of the year. Our meaningful growth which we believe is a winning formula.
Pajingo mine is a good example of how a combination of access to
capital, a talented management team and a motivated workforce can
reinvigorate an operation. Pajingo produced 45,889 ounces in FY2011
and an outstanding 75,747 ounces in FY2012, which we expect to
improve upon in FY2013.
We strongly believe that every one of our assets is a better fit in
Evolution than it was in its prior vehicle. We see significant operational
and exploration upside at each of our assets. In FY2013 we expect
to grow our production to 370,000 - 410,000 ounces gold equivalent
(payable) at a cash cost of A$730 - 790 per ounce. This guidance JaKE Klein
includes an estimated cost of A$15 per ounce from the impact of Executive Chairman
004
SAFETY AND
PEOPLE
Safety Evolution recognises that building internal capability and

Evolution is committed to building a strong and expertise is a key commitment and priority in building
participative safety culture across all of its sites with a successful global organisation. Role clarity and
a major focus on improving workplace safety. The development plans are being designed and implemented
Company is developing a new group-wide Health, Safety for all employees and the Leadership Development
and Environment management system which includes Program is an exciting initiative in FY2013 next year for
our approach to Risk Management, Principle Hazard current and emerging leaders. Evolution believes these
Control, Crisis Management and Consultation and is initiatives will contribute to a fully engaged and motivated
supported by a safety leadership program commited to workforce, resulting in low turnover, a high performance
improving workplace safety. culture and ultimately shareholder value.
“Safety - every job, every day” is one of Evolution’s core ‘We’re all Evolution’ has been a defining theme in FY2012
values. To support this value, Evolution has developed in terms of people, policy and process. Coming together
the following set of Safety Principles which together form to form one company has been exciting and challenging.
the foundation of our approach to injury prevention within Evolution has been building its employee brand and has
our organisation: a truly national feel, demonstrated by the opportunity
taken by our people to transfer between sites and stay
with Evolution.
All injuries and incidents are
Evolution is sensitive to the balance of policy and
preventable
compliance in a culture which encourages high
performance and personal judgment, fosters innovation
No task is so important that it and promotes behaviours aligned to the Values of Safety,
cannot be done safely Respect, Accountability and Excellence. Key policies
have been developed across the group in Diversity,
Relocation, Travel, Information Technology Use and
Working safely is a condition of
Security, and Study Assistance.
employment
Strategic initiatives introduced this year such as the
performance management system and remuneration
Management takes accountability principles are designed to promote excellent performance
for safety performance and provide employees an opportunity to benefit
financially in one of our short term incentive plans. Details
Everyone is empowered to stop at of incentive plans are set out in the Remuneration section
of this Annual Report.
risk behaviour and control unsafe
conditions and At our operations, Evolution is committed to providing
quality living conditions for the workforce. Provision and
upgrade of site accommodation and communications
Everyone takes accountability have enabled employees to enjoy high quality living
for their own safety and for the areas and the technology to stay connected with family
safety of those around them and friends.
During the year, Evolution conducted a group-wide audit

of operations which focused on emergency preparedness
and response capabilities. This initiative identified a
number of opportunities to enhance our processes which
have been prioritised for implementation and included in
FY2013 safety improvement programs.
People
As a new organisation Evolution presents an exciting
proposition for employees and is attracting and retaining
high calibre people in key roles across the organisation.
Recruitment projects including the graduate program
and the Mt Carlton Mining Operations initiative have been
very competitive and successful in attracting excellent
candidates. Specifically our first Graduate intake resulted
in the employment of 12 exceptional candidates across
various sites and the corporate office.
Mt Rawdon: Truck pulling community fundraiser - Mt Perry

Environment
and community
Environmental Responsibility Each operation is currently involved in regular

Evolution aims to achieve best practice environmental reporting and monitoring of grievances and incidents,
performance by using practical environmental solutions community impact and levels of engagement with
at each site, as documented in the Evolution Mining investment activities.
Environmental Policy. Work activities include proactive A high standard of Indigenous Relations is a priority
monitoring of the receiving environment, water, soil for Evolution with the Indigenous Land Use
and air quality. Ongoing monthly audits ensure levels Agreements and Cultural Heritage Management
comply with government parameters and are used by Plans and Agreements in place at Cracow, Mt Carlton
environmental scientists to create detailed action plans and Pajingo. Cultural Heritage Management
that allow constant, sustained improvement. This diligence negotiations are also underway at Mt Rawdon. These
contributes to a high standard of reporting that ensures Agreements involve Indigenous employment targets,
submissions to government are approved first time. traineeships, scholarships, economic development and
In the last 12 months, Evolution has submitted business opportunities.
environmental applications and received approvals for: Our community and Indigenous relations activities and the
relationships developed with our stakeholders continue
• The development of the Mt Carlton project to be developed and improved. Evolution aims to ensure
• The development of the Venue/VNU gold project a high standard of positive and proactive relationships
at Pajingo are set and upheld across the business and its entire
• The development of an underground mine at stakeholder community.
Edna May
• Two Tailings Storage Facility wall lifts at Mt
Rawdon and Cracow
A landform efficiency design plan is being implemented Rock Wallabies - Cracow

at Mt Rawdon that aims to reduce operational material
movement and cost and to achieve rehabilitation design
objectives. Environmental Management Systems in
accordance with relevant international and Australian
standards have been implemented at Evolution’s new site,
Mt Carlton, and similar strategies are being implemented
and refined across other sites.
Evolution is implementing best practice innovative water
management strategies across all of its sites to effectively
manage operation in the wet season. These strategies are
designed to prevent uncontrolled discharges during the
wet season, and limit operational disruption.
Rehabilitation
Evolution is executing an ongoing strategy of progressive
rehabilitation. This proactive management ensures the
disturbance footprint and impact is kept to an absolute Cultivation of Eremophila
minimum. This management strategy helps reduce Resinosa - Edna May
the ongoing effect on the receiving environment and
contributes to manageable rehabilitation within the
Company’s quality expectations and at a reasonable cost.
This strategy is proven at Edna May, with the proactive
management of the endemic shrub species Eremophila
Resinosa to ensure survival during mining activity and
longevity after mine closure. This is being achieved
through a collaborative approach with government and
the scientific community.
Community
Evolution aims to set a high standard of social
performance across its sites and within the communities
in which it operates. A progressive and inclusive strategy
is being developed with communities and stakeholders
which will become integral to the way we conduct
business at each of our operations.
006
FY2012 Gold Production by Quarter
400,000
346,979
Production (ounces)
300,000
200,000
89,812 97,149
100,000 75,895 84,122
0
sep qtr dec qtr mar qtr jun qtr fy2012
2011 2011 2012 2012
FY2012 Gold Production by operation
120,000
102,565
100,000 95,403
Production (ounces)
80,000 75,747 73,265
60,000
40,000
20,000
0
cracow pajingo edna may mt rawdon
Note: Production assumes 100% asset ownership for the full year. Ownership interest in
Cracow increased from 30% to 100% on 2 November 2011, 100% of Mt Rawdon acquired
2 November 2011, and 100% Pajingo acquired 18 October 2011. Pajingo development cut

review of
operations
FY2012 Units Cracow Pajingo Edna May Mt Rawdon Total
Tonnes processed 000’t 527 487 2,373 3,434 6,822
Head grade g/t 6.47 5.08 1.07 0.95 1.72
Total gold produced oz 102,565 75,747 73,264 95,403 346,979
Attributable gold produced 1 oz 78,779 57,154 73,264 71,205 280,401
Attributable Cash Cost� 2,4 A$/oz 678 780 949 684 771
Attributable Total Cost� 3 A$/oz 1,078 1,138 1,178 960 1,087
1. Includes increased interest in Cracow from 30% to 100% on 2 November 2011, 100% of Mt Rawdon from 2 November 2011, and 100% of Pajingo from 18 October 2011, and corrected silver
production from the December 2011 quarterly report
2. Before royalties and after silver credits
3. Includes cash costs, depreciation, amortisation and royalties
4. Includes a final year adjustment for Edna May
Cracow Operations Milling and well below cash cost guidance of A$760 per
The Cracow mine is located 500 kilometres A total of 527,000 tonnes were treated at an ounce. This included a record quarter production
northwest of Brisbane, Queensland. The Cracow average grade of 6.47g/t gold and a 93.5% in June of 32,734 ounces due to positive grade
region has a long history of gold mining, with recovery rate for the year. A throughput capacity reconciliations. Total ore tonnes mined were
850,000 ounces of gold produced from 1932 - of 550,000 tonnes per annum is expected to be 3,976,000 tonnes at 0.90g/t gold and total waste
1992, predominantly from open-pit mining. The achieved during FY2013. movement was 13,634,000 tonnes.
current underground operation commenced
production in 2004. The Cracow operation has Outlook Milling
a stable production base, continually producing Gold production for FY2013 has been forecast A total of 3,434,000 tonnes were treated at an
around 100,000 ounces per annum since 2006 at between 90,000 - 100,000 ounces at a average grade of 0.95g/t gold and a 91.0%
and replacing annual mining depletion with new cash operating cost of between A$780 - A$820 recovery rate for the year.
reserves. Gold mineralisation at Cracow occurs per ounce.
in steeply dipping, low-sulphidation epithermal Outlook
fissure quartz veins. Mt Rawdon Operations Gold production for FY2013 has been forecast
The Mt Rawdon gold mine is located 75 at between 95,000 - 110,000 ounces at average
Mining kilometres southwest of Bundaberg, Queensland. cash operating costs of between A$600 - A$660
At Cracow, underground mining is by open The mine has been in production since 2001 per ounce.
stope, downhole sub-level benching with waste and has a current forecast mine life of 10 years.
backfill. FY2012 annual gold production of The process plant has a design capacity of 3.5 The Cracow
102,565 ounces was towards the upper end million tonnes per annum and produces a gold-
of the guidance range of between 90,000 - silver doré. operation has a
107,000 ounces. Cash operating costs for
Mining
stable production
FY2012 were A$678 per ounce, at the lower end
of the guidance range of A$670 - A$740 per Mine production is derived from a single open base, continually
ounce. A total of 457,000 ore tonnes were mined
from Kilkenny, Phoenix, Sovereign, Klondyke
pit, utilising conventional drill and blast, load
and haul methodologies. These functions
producing around
North, Royal and Roses Pride orebodies and total are undertaken by separate contractors with 100,000 ounces per
management by Evolution staff. The operation
development for the year was 5,658 metres.
is scheduled to continue until FY2023 at current annum since 2006 and
A number of initiatives commenced to improve
mine productivity levels including the upgrade
estimates with a low life-of-mine strip ratio of replacing annual
approximately 2:1.
of the primary ventilation system to re-establish
access to the lower KiIkenny orebody and the Gold production in FY2012 totalled 95,403
mining depletion with
addition of resources to the mining fleet. ounces at an average cash cost of A$684 per new reserves
ounce. Gold production was within the guidance
range of between 90,000 and 105,000 ounces
008
review of
operations
Pajingo Operations
The Pajingo mine is located 50 kilometres south
An impressive turnaround
of Charters Towers, north Queensland. Production was achieved at Pajingo
commenced at Pajingo in 1986. Ore is mined from both
underground and open pits and then processed on site with FY2012 production
to produce a gold-silver doré. The processing plant is
currently operating at 350,000 - 450,000 tonnes per above guidance and cash
annum due to mine constraints but has a design capacity
of 650,000 tonnes per annum.
operating costs well
Pajingo is a low sulphidation epithermal field hosted in below guidance
structurally controlled quartz veins located mainly in the
Vera-Nancy corridor. The average width of the mineralised Edna May Operations
structures is 1 - 3 metres. The Edna May gold mine is located 350 kilometres east
of Perth, Western Australia. The mine was first operated
Mining in the 1950s and has had three historical periods of
Underground mining is based on longhole open mining. The current single pit operation commenced
stoping with ore hauled to surface via decline. Open gold production in April 2010. The process plant has
pit mining is by conventional drill and blast, load and a throughput capacity of 2.6 million tonnes per annum
haul methodology. and is a conventional crushing, grinding, carbon-in-
An impressive turnaround was achieved at Pajingo in leach circuit producing gold doré. The Edna May gold
FY2012. Gold production of 75,747 ounces for FY2012 mineralisation consists of high-grade reef structures and
was well above guidance of 70,000 ounces, and associated stockwork veining hosted within three en-
represented a 165% increase on FY2011 production echelon tonalitic gneiss intrusions (Edna May, Greenfinch
of 45,889 ounces. Cash operating costs for FY2012 and Golden Point).
were A$780 per ounce, well below guidance of A$867
per ounce. This is an excellent outcome and a direct Mining
result of the re-tooling and capital investment programs Open pit mining is by conventional drill and blast, load
implemented by Evolution to improve Pajingo’s long-term and haul method. A bulk mining approach has been
sustainable performance. adopted to the extraction of remnant high-grade reef
Total underground ore mined in FY2012 was 304,000 structures and associated stockwork mineralisation with a
tonnes at 7.84g/t gold, sourced primarily from Jandam, life-of-mine strip ratio of 3:1.
Bell Vein, Zed West, Faith and Sonia orebodies. Total Gold production in FY2012 totalled 73,265 ounces, an
development for the year was 5,405 metres. Open pit ore 11.7% increase on FY2011 production; however, it was
production in FY2012 was 193,000 tonnes at a grade of below the FY2012 guidance of between 85,000 - 93,000
2.72g/t gold sourced from Janet A open pit. ounces predominantly as a result of poor plant reliability.
Cash operating costs of A$949 per ounce were in-line with
Milling guidance of between A$890 to A$990 per ounce. Total ore
A total of 487,000 tonnes were treated at an average tonnes mined were 2,666,000 tonnes at 1.07g/t gold and
grade of 5.08 g/t gold and a 96.2% recovery rate for total waste movement was 5,470,000 tonnes. Initiatives to
the year. Plant throughput increased by around 70% improve plant reliability, commenced in the June half, are
compared to FY2011 (100% Conquest Mining) due to an expected to positively impact production performance in
increase in mill feed. FY2013.
Outlook Milling
Gold production for FY2013 has been forecast at between A total of 2,373,000 tonnes were treated at an average
85,000 - 90,000 ounces at a cash operating cost of grade of 1.07g/t gold and an 89.4% recovery rate for the
between A$730 - A$780 per ounce. This will be achieved year. Improvements to plant reliability will continue through
by accessing high-grade production in Sonia and mining FY2013 with a steady-state capacity of 2.6 million tonnes
the Venue and VNU open-pits. per annum expected.
Outlook
Gold production for FY2013 has been forecast at between
75,000 - 80,000 ounces at cash operating costs of
between A$840 to A$890 per ounce with cost reductions
to be achieved by improvements to plant reliability.

review of
operations
Construction activities at Mt Carlton
DEVELOPMENT
Mt Carlton
Gold-Silver-Copper Project
The Mt Carlton Gold-Silver-Copper Project is Evolution’s Since the mining lease was granted in December 2011,
key organic growth asset and is located 150 kilometres the project development has advanced with construction
south of Townsville, Queensland. Construction of the approximately 50% complete as at 30 June 2012.
800,000 tonne per annum plant commenced in December Mining commenced in both V2 and A39 stage-one pits
2011 and is on schedule for commissioning in December and the majority of the mining fleet has been mobilised to
2012 with capital expenditure anticipated between A$170 site and the mine is on track to deliver commissioning ore
- A$180 million. to the processing plant in December 2012.
Mt Carlton is a high-sulphidation epithermal style deposit Expenditure committed on project development to the end
with mineralisation occurring within felsic volcanic rocks of June 2012 was approximately A$85 million. Evolution
on the northern margin of the Permian Bowen Basin. The forecasts Mt Carlton to contribute 25,000 - 30,000 gold
Mt Carlton deposit comprises two discrete zones: the equivalent ounces in FY2013 as the project ramps up to
large dominant V2 deposit and the smaller, silver rich A39 full production.
zone, discovered in 2006.
Open pit mining operations have adopted a conventional
excavator and haul truck operation. Processing will be by
conventional crushing, grinding and flotation to produce a
polymetallic concentrate. Life-of-mine off-take agreements
for the sale of gold-silver-copper concentrate from the
V2 deposit (Shandong Guoda Gold Co. Limited) and
silver-copper concentrates from the A39 deposit (Humon
Smelting Co. Limited) are in place.
010
REVIEW OF
OPERATIONS
FY2013
OUTLOOK
Evolution is forecasting increased production in FY2013 of between 370,000 - 410,000 ounces gold equivalent as a
result of the commencement of production from Mt Carlton and continued improvements at Pajingo. Cash operating
costs (before royalties and after by-product credits) are expected to be in the range of A$730 to A$790 per ounce which
is below the range provided for FY2012. Included in these costs is an allowance for the carbon tax which is expected to
add about A$15 per ounce to group cash operating costs in FY2013.
A mine-by-mine breakdown of the production forecasts is provided in the table below.

Guidance FY2013 Gold Equivalent Production Cash Operating Costs
(ounces) (A$/ounce)
Cracow 90,000 – 100,000 780 – 820
Pajingo 85,000 – 90,000 730 – 780
Mt Rawdon 95,000 – 110,000 600 – 660
Edna May 75,000 – 80,000 840 – 890
Mt Carlton 25,000 – 30,000 790 – 860
Group 370,000 – 410,000 730 – 790
Mt Carlton will produce two distinct concentrates in Mt Carlton FY2013 cash operating costs will be impacted
FY2013, a gold-silver-copper concentrate from the V2 by a high proportion of production from the A39 deposit
deposit and a silver-copper concentrate from the A39 and costs associated with the ramp-up in production rate.
deposit. The majority of FY2013 production is expected In FY2013 the milled grade at the A39 deposit is expected
to come from the high-grade, silver-rich A39 deposit. to average 240g/t silver and have a cash operating cost
The production guidance provided in the table above of A$20 per ounce silver payable. The position improves
refers to payable metal (i.e. after smelter deductions) and significantly in FY2014 when a larger proportion of V2 ore
converts A39 silver production to a gold equivalent figure is processed and Mt Carlton cash operating costs are
(on the basis of a commodity price ratio of A$1,500 per forecast to fall below A$500 per ounce gold equivalent
ounce for gold and A$28 per ounce for silver). At the V2 payable which will substantially lessen Evolution’s average
deposit, silver and copper production is accounted for Group cash costs.
as a by-product (i.e. silver and copper revenue is offset
against operating costs). Similarly at the A39 deposit, Cracow, Pajingo, Mt Rawdon and Edna May guidance, as
copper production is accounted for as a by-product. Mt shown in the table above, refers only to gold production
Carlton is forecast to produce approximately 9,250 wet (i.e. silver production has not been included as a gold
metric tonnes (“wmt”) of concentrate from the V2 deposit, equivalent co-product but accounted for as a by-product).
containing 13,000 - 14,000 ounces of gold and 200,000 -
250,000 ounces of silver, and approximately 13,000wmt of
concentrate from the A39 deposit, containing 1,250,000
- 1,350,000 ounces of silver, in FY2013. Expected
metal production from Mt Carlton therefore equates to
40,000 - 45,000 ounces gold equivalent in concentrate.
Evolution has previously provided guidance for Mt Carlton
on the basis of metal contained in concentrate (rather
than payable metal) and on this basis FY2013 Group
production guidance would be 385,000 – 425,000 ounces
gold equivalent.

DISCOVERY
Reverse circulation drilling at Perrins Prospect
Evolution is committed to growth through discovery fund the drill out of discoveries or any high quality project
and believes significant value can be realised within its acquisitions made during the year.
extensive and highly prospective exploration portfolio In addition to the new Coronation discovery at Cracow,
in Queensland and Western Australia. The Company’s the Company has made encouraging intersections at
FY2012 exploration strategy focused on sustaining current Greenfinch and Perrins at Edna May and at Mt Carlton
mining operations and delivering transformational growth. and Pajingo in Queensland. Recognising the significant
Discovery expenditure of A$18.5 million was incurred impact that a major discovery can have on the Company’s
during FY2012, particularly as a result of the accelerated value, exploration activities will continue to focus on
drilling programs at Pajingo, Cracow and Mt Carlton. drilling the Company’s highest priority exploration targets
More than 60% of the budget was applied to drilling, with in FY2013 to deliver operational sustainability and
a total of 86,961 metres completed during the year with transformational growth.
a focused and effective approach for targeting and The Discovery team continues to review advanced
drilling exploration areas. Exploration activities targeting exploration projects and project development
new discoveries included the systematic economic opportunities in Australia and South East Asia with the
review, ranking and drilling of prospects within the potential to improve the current portfolio of assets.
Company’s 6,800 square kilometre portfolio of tenements
across Australia.
The objective for FY2013 is to continue delivering
sustainable and transformational growth through the
progression of targets in the Company’s project pipeline.
Evolution’s Board has approved a A$28 million budget for
Discovery in FY2013 which can readily be expanded to
012
DISCOVERY
Cracow, Queensland Significant intercepts included 8.0m grading 10.87g/t gold

Coronation from 23 metres.
Surface drilling continued at the Coronation discovery Further drilling is planned at Perrins to test continuity of
announced at the end of the March quarter 2012, with the primary mineralisation to determine potential for high
a focus on defining the extents of the new zone of grade mill feed.
mineralisation. Further drilling will be undertaken from
underground positions during FY2013 with the aim of Holleton
upgrading the target to an Inferred Resource by the end As part of the strategy to maximise the potential of the
of FY2013. The Coronation shoot is located approximately Edna May operation, Evolution entered into a binding sale
550 metres below surface and 250 metres north of active and purchase agreement with Independence Group NL
mining operations, underscoring the potential significance (“Independence”) to acquire the Holleton Gold Project
of the find which remains open along strike. (“Holleton”) during the June quarter 2012. Holleton
consists of 14 mining, exploration and prospecting
Cracow South licenses covering approximately 650 square kilometres
A 27 square kilometre gradient array survey was within the Southern Cross Province of the Yilgarn Craton
undertaken with the aim of identifying resistive and in Western Australia. The tenement package is located
chargeable mineralisation south of the Cracow Gold Field. about 70 kilometres to the south of Edna May and about
Geological mapping of this area was also undertaken 70 kilometres to the south-southwest of Southern Cross.
to help define potential drill targets. Interpretation of the
mapping and gradient array data has been completed Mt Carlton, Queensland
and it is anticipated that a number of prospective targets Mine Lease Exploration
generated from this work will be drill tested in FY2013. Geophysics undertaken over the western portion of the
mining lease identified distinct chargeability and resistivity
Edna May, Western Australia targets similar to the V2 deposit that are currently being
Edna May Underground prioritised for drill testing.
A revision of the Edna May Underground Mineral Initial drilling of the geophysical targets has returned
Resource was completed during the year and resulted in significant alteration and associated massive sulphide
a 70% increase to 1.2Mt at 7.0g/t gold for 270,000 ounces veining returning anomalous results of 26.0m grading
of which 50% is classified as Indicated Mineral Resource 60.8g/t silver, 0.3% lead and 0.48% zinc from 167 metres
(refer to page 20 of this Annual Report). The upgrade in including 5 metres grading 165g/t silver, 0.3% lead and
Mineral Resource confidence was enabled through recent 0.7% zinc from 176 metres. This intercept represents
infill and extensional diamond drilling completed during mineralisation in a similar geological setting to the A39
2011 for a total of 19 diamond holes for 10,303 metres. deposit and was drilled in a previously untested area 350
The underground Mineral Resource has only been defined metres west of the A39 pit. Additional drilling is planned in
to a depth of 550 metres below surface and remains open FY2013 to follow up this significant intercept.
both at depth and along strike. Infill drilling to date has
prioritised the upgrade of Inferred Resources close to the Regional Exploration
existing decline, beneath the open pit operation. Detailed geological mapping has commenced on
the Capsize trend, an east-west zone of intense alteration
Greenfinch extending over a 15 kilometre strike length which includes
Diamond and reverse circulation drilling completed at known prospects at Capsize Creek and Strathmore.
Greenfinch targeting extensions to high-grade gold Geological mapping in conjunction with the acquisition of
mineralisation successfully extended gold mineralisation detailed airborne magnetic and radiometric data, detailed
down-dip a further 150 metres. Additional drilling is multi-element soil geochemistry and follow-up ground
planned and an updated resource estimate is targeted geophysical surveys in FY2013 are planned to define
in the second half of FY2013. Drilling during the year additional drill targets along the Capsize trend.
included nine diamond drill holes for 3,762 metres and
24 RC holes for 5,970 metres drilled. Significant diamond
intersections included 1.26 metres grading 93.27g/t gold
from 249.73 metres and 6.76 metres grading 11.47g/t EVOLUTION’S BOARD HAS APPROVED A
gold from 167 metres.
A$28 MILLION BUDGET FOR DISCOVERY IN
Perrins
Perrins is located within close proximity (6 kilometres) to FY2013 WHICH CAN READILY BE EXPANDED
the Edna May gold operations. Drilling during the year
was aimed at delineating a near surface oxide resource. A
TO FUND THE DRILL OUT OF DISCOVERIES
total of 27 vertical RC holes were drilled for 1,510 metres. OR ANY HIGH QUALITY PROJECT
Gold mineralisation was intersected in several holes
hosted by a gneissic rock within 45 metres of surface. ACQUISITIONS MADE DURING THE YEAR

DISCOVERY
Mt Rawdon, Queensland To date some 90 rock chip samples have been collected
Resource Definition and Extension from within the Aviary area with best results of 52.6g/t gold
A geotechnical program of seven holes for 2,308 metres taken from a narrow mesothermal quartz vein from the
was undertaken for determination of final-wall design Pelican prospect.
parameters for the cutback. Several of these holes
passed through zones of sulphidic mineralisation and Sonia Eastern Extension
two holes were deepened specifically to intersect and Underground drilling at Sonia extended mineralisation
possibly upgrade areas of Inferred Mineral Resource at and confirmed the continuity of a structurally controlled,
Mt Rawdon. high-grade dilational zone. Drilling to convert a portion of
Sonia from Inferred to Indicated Resource was completed.
Regional Exploration Best results returned to date included 9.2 metres grading
A number of exploration targets were identified at 22.2g/t gold and 2.1 metres grading 171.7g/t gold.
Mt Rawdon as part of a regional prospectivity review
incorporating geophysical, geochemical, structural and
Cracow Mine Geologist - John Crombie
geological data. The review was completed at the end
of the year and targets will be assessed, ranked and
incorporated into future exploration programs.
Pajingo, Queensland
Moonlight Prospect
Drilling at the Moonlight prospect targeted a northwest
trending zone of mineralised epithermal quartz veining
and brecciation approximately 1.5 kilometres south
of mine infrastructure. Approximately 13,380 metres
of drilling were completed during the year where
mineralisation has to date been intersected over a strike
length of approximately 400 metres. The zone
of mineralisation remains open along strike to the
northwest with recent drilling indicating that it may be
closing to the southeast. Best results returned during the
quarter included 5.3 metres grading 6.48g/t gold from
390.7 metres.
Starlight Corridor
The Starlight Corridor is a structural zone of quartz veining
and brecciation that intersects the main Vera-Nancy trend.
Drilling during the quarter focused on Starlight B prospect
where a zone of near surface mineralisation has been
defined over a strike length of approximately 200 metres.
The drilling was designed to test western extensions
of this zone; however, assay results failed to highlight
significant mineralisation from this phase of drilling.
Mineralisation remains open to the east.
Starlight C prospect is located approximately 200 metres
south of Starlight B and roughly 200 metres east of the
current underground development. Results include
6.10 metres grading 1.64g/t gold from 119 metres and
2.00 metres grading 4.95g/t gold from 60 metres and
suggest gold grades are increasing with depth. These
intersections are interpreted to represent the upper
portion of a mineralised shoot that is open at depth.
Aviary Group
The Aviary prospect is a conceptual porphyry-style
exploration target with potential to host large tonnage
low-grade gold mineralisation. The outcropping geology
at Eagles Nest prospect hosts widespread gold bearing
quartz veins (and associated metals) together with
extensive sericite alteration which suggests the area has
potential to host such deposits.
014
Mineral ResourceS AND ORE RESERVES
Statement - June 2012
Group Mineral Resources are now estimated at 7.0 million ounces gold equivalent, a slight increase of 0.4% compared to the June 2011 estimate of 6.97
million ounces. Resources depleted by mining have effectively been replaced by newly defined mineralisation at Pajingo and an increase to the Edna May
underground resource. Mineral Resources are reported inclusive of Ore Reserves.
Group Ore Reserves are now estimated at 3.33 million ounces gold equivalent, a decrease of 4.6% compared to the June 2011 estimate of 3.49 million
ounces. This change is largely due to depletion by mining of approximately 400koz predominantly offset by significant reserve increases at Pajingo and
Cracow. The Mineral Resources and Ore Reserves have been prepared according to the Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves (JORC Code).
This resource and reserve update only includes exploration and resource definition drilling information up to 31 December 2011 but has been depleted
for mining to 30 June 2012. This discrepancy in timing is a consequence of the large task of compiling the disparate databases for projects that were
previously owned by three different companies and then using similar estimation practices across the projects for the first time under Evolution ownership.
Recent exploration success at Cracow (Coronation discovery) and at Pajingo (Moonlight prospect), in particular, have not been included in this resource
and reserve update as information was unavailable at the cut-off date.
Evolution has made a strong commitment to exploration and resource definition drilling at each of its mines. The Company has budgeted A$28 million for
exploration and A$12 million for resource definition drilling in the current financial year. It has an extensive and highly prospective exploration portfolio in
Queensland and Western Australia and expects to increase resources and reserves in excess of mining depletion over the next 12 months.
Underground contractor - Cracow

Group Mineral Resources - June 2012

Gold Resources Measured Indicated Inferred Total Resources
Gold Gold Gold Gold Gold Gold Gold Gold

Cut- Tonnes Tonnes Tonnes Tonnes
Project Type Grade Metal Grade Metal Grade Metal Grade Metal
Off (Million) (Million) (Million) (Million)
(g/t) (koz) (g/t) (koz) (g/t) (koz) (g/t) (koz)
Cracow1 Underground 2.3 0.203 8.9 58 1.06 7.3 248 2.83 5.1 462 4.09 5.8 768
Edna
Open-pit 0.4 17.8 1.0 549 18.9 0.9 526 7.87 0.8 194 44.6 0.9 1,269
May1
Edna
Underground 3.0 - - - 0.63 7.2 146 0.576 6.9 127 1.21 7.0 273
May
Mt
Open-pit 0.4 9.02 2.0 586 14.7 1.5 695 1.41 1.5 68 25.2 1.7 1,350
Carlton
Mt
Open-pit 0.2 0.614 0.5 10 44.7 0.7 1,058 7.17 0.5 125 52.5 0.7 1,194
Rawdon1
Pajingo Open-pit 0.7 - - - 0.221 3.7 26 0.01 2.2 1 0.231 3.6 27
Pajingo1 Underground 2.4 0.274 6.6 58 2.11 5.5 375 2.78 4.9 440 5.16 5.3 873
Twin Hills Open-pit 0.5 - - - 2.42 2.2 170 0.64 1.7 35 3.06 2.1 204
Twin Hills Underground 2.0 0.54 4.1 71 0.32 3.5 36 0.7 3.9 87 1.56 3.9 194
Sub Total 28.5 1.5 1,332 85.1 1.2 3,280 24.0 2.0 1,540 138 1.4 6,152
Silver Resources Measured Indicated Inferred Total Resources
Silver Silver Silver Silver Silver Silver Silver Silver

Mt
Open-pit * 11.4 57 20,790 14.9 19 9,004 1.5 16 796 27.9 34 30,590
Carlton
Total 11.4 57 20,790 14.9 19 9,004 1.5 16 796 27.9 34 30,590
Copper Resources Measured Indicated Inferred Total Resources
Copper Copper Copper Copper Copper Copper Copper Copper

(%) (kt) (%) (kt) (%) (kt) (%) (kt)
Mt
Open-pit * 11.4 0.24 27.6 14.9 0.21 32.1 1.51 0.20 3.0 27.9 0.23 62.8
Carlton
Total 11.4 0.24 27.6 14.9 0.21 32.1 1.51 0.20 3.0 27.9 0.23 62.8
Measured Indicated Inferred Total Resources
Gold Gold Gold Gold Gold Gold Gold Gold

Gold Equivalent Resources
Tonnes Equiv. Equiv. Tonnes Equiv. Equiv. Tonnes Equiv. Equiv. Tonnes Equiv. Equiv.
(Million) Grade Metal (Million) Grade Metal (Million) Grade Metal (Million) Grade Metal
Total Group 30.8 1.9 1,852 85.3 1.3 3,577 24.1 2.0 1,567 140 1.6 6,996
Notes:
• 1 Includes stockpiles
• * Combined figure for V2 using 0.35g/t Au cut-off and A39 using 42 g/t Ag cut-off
• Mineral Resource figures are inclusive of Ore Reserves
• Data is reported to significant figures and differences may occur due to rounding
The gold equivalence calculation represents total metal value for each metal summed and expressed in equivalent gold grade or ounces.
The prices used in the calculation being A$1350/oz Au, A$28.00/oz Ag and A$2.00/lb Cu
Metallurgical recovery to concentrate of 90.0% for gold, 92.0% for silver at V2 and 88% silver at A39 and 92.0% for copper as indicated by
metallurgical testwork
Au Eq for silver = ((Price Ag per Oz x Ag Recovery)/(Price Au per Oz x Au Recovery)) x Ag Grade
Au Eq for copper = ((Price Cu per lb x 2204.623) x (Cu Recovery)) / (Price Au per Oz x Au Recovery / 31.1034768) x (Cu Grade / 100)
016
MINERAL RESOURCES AND ORE RESERVES
STATEMENT – JUNE 2012
Group Ore Reserves - June 2012

Gold Reserves Proved Probable Total Reserve
Gold Gold Gold Gold Gold Gold

Tonnes Tonnes Tonnes
Project Type Cut-Off Grade Metal Grade Metal Grade Metal
(Million) (Million) (Million)
(g/t) (koz) (g/t) (koz) (g/t) (koz)
Cracow1 Underground 3.0 0.126 10.9 44 1.16 5.3 198 1.28 5.9 242
Edna May1 Open-pit 0.4 12.9 1.0 418 11.7 0.9 349 24.6 1.0 767
Mt Carlton Open-pit 0.7 4.52 3.1 446 4.61 2.5 366 9.13 2.8 812
Mt Rawdon 1
Open-pit 0.3 0.614 0.5 10 35.6 0.8 904 36.2 0.8 914
Pajingo Open-pit 0.7 - - - 0.214 3.3 23 0.214 3.3 23
Pajingo1 Underground 3.0 0.046 6.0 9 0.859 5.5 153 0.904 5.6 161
Total 18.2 1.6 927 54.1 1.1 1,991 72.4 1.3 2,918
Silver Reserves Proved Probable Total Reserve
Silver Silver Silver Silver Silver Silver

Mt Carlton Open-pit ** 5.56 69 12,322 4.61 20 2,991 10.2 47 15,313
Total 5.56 69 12,322 4.61 20 2,991 10.2 47 15,313
Copper Reserves Proved Probable Total Reserve
Copper Copper Copper Copper Copper Copper

(%) (kt) (%) (kt) (%) (kt)
Mt Carlton Open-pit ** 5.56 0.30 16.8 4.61 0.23 10.5 10.2 0.27 27.3
Total 5.56 0.30 16.8 4.61 0.23 10.5 10.2 0.27 27.3
Proved Probable Total Reserve
Gold Equivalent Reserves Gold Gold Gold Gold Gold Gold

Tonnes Equiv. Equiv. Tonnes Equiv. Equiv. Tonnes Equiv. Equiv.
(Million) Grade Metal (Million) Grade Metal (Million) Grade Metal
Total Group 19.3 2.0 1,236 54.1 1.2 2,090 73.4 1.4 3,326
Note:
• 1 Includes stockpiles
• ** Combined figure for V2 using 0.69g/t Au cut-off and A39 using 53 g/t Ag cut-off
• Data is reported to significant figures and differences may occur due to rounding
The gold equivalence calculation represents total metal value for each metal summed and expressed in equivalent gold grade or ounces.
The prices used in the calculation being A$1,350/oz Au, A$28.00/oz Ag and A$2.00/lb Cu.
metallurgical recovery to concentrate of 90.0% for gold, 92.0% for silver at V2 and 88% silver at A39 and 92.0% for copper as indicated by
metallurgical testwork.
Calculation does not include payabilities
1 Troy Ounce = 31.1034768 grams
Au Eq for Silver = ( (Price Ag per Oz x Ag Recovery)/(Price Au per Oz x Au Recovery) ) x Ag Grade
Au Eq for Copper = ((Price Cu per lb x 2204.623) x (Cu Recovery)) / (Price Au per Oz x Au Recovery / 31.1034768) x (Cu Grade / 100)

Mineral Resource AND ORE RESERVES
Competent Persons Statement

The information in this statement that relates to the Mineral Resources or Ore Reserves listed in the table below is based on work compiled by the person
whose name appears in the same row, who is employed on a full-time basis by the employer named in that row and is a member of the institute named
in that row. Each person named in the table below has sufficient experience which is relevant to the style of mineralisation and type of deposit under
consideration and to the activity which he or she has undertaken to qualify as a Competent Person as defined by the “Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves” (JORC Code). Each person named in the table below consents to the inclusion in this report of
the matters based on his or her information in the form and context in which they appear.
Name of
Resource/Reserve Employer Institute
Competent Person
Australian Mine Design and

Mt Carlton Ore Reserve John Wyche Australasian Institute of Mining and Metallurgy
Development Pty Limited
Mt Carlton Mineral Resources John Winterbottom Evolution Mining Australian Institute of Geoscientists
Pajingo Mineral Resources Calvin Ferguson Evolution Mining Australasian Institute of Mining and Metallurgy
Pajingo Underground Ore Reserves Andrew Fox Formerly Evolution Mining Australasian Institute of Mining and Metallurgy
Pajingo Open-pit Ore Reserves Cameron Skinner Evolution Mining Australasian Institute of Mining and Metallurgy
Twin Hills Mineral Resources Peter Brown Formerly Evolution Mining Australian Institute of Geoscientists
Edna May Underground Mineral

John Winterbottom Evolution Mining Australian Institute of Geoscientists
Resource
Edna May Open-pit Mineral Resources

Luke Cox Evolution Mining Australasian Institute of Mining and Metallurgy
and Ore Reserves
Cracow Mineral Resources John Winterbottom Evolution Mining Australian Institute of Geoscientists
Cracow Ore Reserves Fusheng Li Evolution Mining Australasian Institute of Mining and Metallurgy
Mt Rawdon Mineral Resource John Winterbottom Evolution Mining Australian Institute of Geoscientists
Karl Smith Mine and

Mt Rawdon Ore Reserve Karl Smith Australasian Institute of Mining and Metallurgy
Geology Consulting Pty Ltd
018
Discussion of Mineral Resources Cracow Mineral Resource

and Ore Reserves The June 2012 Cracow Mineral Resource estimate of
Pajingo Mineral Resource 4.09 million tonnes at 5.8g/t gold for 768koz represents
The June 2012 Pajingo Mineral Resource estimate of 5.39 a decrease of 124koz (14%) net of mining depletion
million tonnes at 5.2g/t gold for 900koz represents an compared to the previous estimate.
increase of 172koz (24%) net of mining depletion compared Changes in the 2012 Mineral Resource estimate compared
to the previous estimate. Changes in the 2012 Mineral to the previously reported estimate include:
Resource estimate compared to the previously reported
• Decrease in ounces due to the narrowing of some
estimate include:
lode structures;
• An increase of 375koz as a result of resource definition
• Change in cut-off grade from 2.5g/t gold to 2.3g/t gold
drilling within the main Vera-Nancy trend successfully
resulting in a 14koz increase; and
defining additional resources at the Jandam and
Faith lodes; • Mining depletion.
• New mineralised lodes at Janine, Olivia and The Mineral Resources are reported at a 2.3g/t gold cut-off
Leaping Dog; and estimated using Ordinary Kriging into blocks with a
range of dimensions optimised to the characteristics and
• A decrease of 116koz due to a change in the cut-off
geometry of each deposit.
grade for underground resources from 1.0g/t to 2.4g/t
gold; and Cracow Ore Reserves
• Mining depletion. The June 2012 Cracow Ore Reserve estimate of 1.28 million
tonnes at 5.9g/t gold for 242koz represents a minimal
Open-pit Mineral Resources are reported at a 0.65g/t gold
change (-1%) net of mining depletion compared to the
cut-off, constrained to an A$1,350 per ounce pit shell
previous estimate.
and estimated using Ordinary Kriging into blocks with
dimensions 10 metres east by 4 metres north by 5 metres Changes in the 2012 Ore Reserve estimate compared to the
elevation. previously reported estimate include:
Underground Mineral Resources are reported at a 2.4 g/t • Increases at the Kilkenny and Roses Pride lodes
gold cut-off and estimated using Ordinary Kriging into (20koz net of depletion);
blocks with dimensions 10 metres east by 5 metres north by • Extension of the Klondyke North Shoot as a result of
10 metres elevation. additional drilling (17koz); and
Pajingo Ore Reserves • Mining depletion.

The June 2012 Pajingo Ore Reserve estimate of 1.12 million The Ore Reserves have been reported above a cut-off
tonnes at 5.1g/t gold for 184koz represents an increase of grade of 3.0g/t gold. Ore Reserves were estimated based
44koz ounces (31%) net of mining depletion compared to on a gold price of A$1,350 per ounce and a gold recovery
the 2011 Ore Reserve estimate. of 93%.
Changes in the 2012 Ore Reserve estimate compared to the Mt Rawdon Mineral Resource
previously reported estimate include: The June 2012 Mt Rawdon Mineral Resource estimate of
• Increase in Faith Ore Reserve of 13koz gold; 52.5 million tonnes at 0.7g/t gold for 1,194koz represents an
increase of167koz (16%) net of mining depletion compared
• Increase in Sonia Ore Reserve of 14koz gold due to
to the previous estimate.
additional drilling in Sonia and Sonia East;
Changes in the 2012 Mineral Resource estimate compared
• Increase in Veracity Ore Reserve of 19koz gold;
to the previously reported estimate include:
• Inclusion of Leaping Dog Ore Reserve of 13koz
• Increase of 307koz as a result of constraining
gold: and
mineralisation to an A$1,800 per ounce pit shell (from
• Mining depletion. A$1,200 per ounce previously) and a change in cut-off
The Ore Reserves are reported at a 3.0g/t gold (diluted grade from 0.38g/t gold to 0.23g/t gold.
panel grade) cut-off for underground and 0.65g/t gold for • Decrease of 32koz due to model methodology
open pit. Ore Reserves were estimated based on a gold changes;
price of A$1,350 per ounce and a gold recovery of 96%.
• 2koz increase from a stockpile balance change; and
• Mining depletion.
The Mineral Resources are reported at a 0.23g/t gold (un-
factored model grade) cut-off, constrained to an A$1,800
per ounce pit shell and estimated using Ordinary Kriging
into blocks with dimensions 20 metres east by 20 metres
north by 10 elevation.

Mt Rawdon Ore Reserves Edna May Ore Reserves

The June 2012 Mt Rawdon Ore Reserve estimate of 36.2 The June 2012 Edna May Ore Reserve estimate of
million tonnes at 0.8g/t gold for 914koz represents a slight 24.6 million tonnes at 1.0g/t gold for 767koz represents
decrease (1%) net of mining depletion compared to the a decrease of 160koz (17%) net of mining depletion
previous estimate. compared to the 2011 estimate.
Changes in the 2012 Ore Reserve estimate compared to Changes in the 2012 Ore Reserve estimate compared to
the previously reported estimate include: the previously reported estimate include:
• Increase of 101koz due to lowering the cut-off from • Decrease of 83koz due to optimisation of the open-pit
0.4g/t to 0.3g/t gold and changing the gold price design using the revised Mineral Resource
assumption from A$1,133 per ounce to A$1,350 estimate (i.e. excludes mineralisation outside the
per ounce; Edna May Gneiss, and uses E-Type grade estimates),
• Decrease of 6koz due to model methodology and an increase in the input costs for the Ore Reserve
changes; and estimation; and
• Mining depletion. • Mining depletion.
The Ore Reserves are reported at a 0.30g/t gold (un- The 2012 Ore Reserves are reported at a 0.4g/t gold cut-
factored model grade) cut-off. Ore Reserves were off. Ore Reserves were estimated based on a gold price
estimated based on a gold price of A$1,350 per ounce of A$1,500 per ounce gold price and a gold recovery
and a variable gold recovery averaging 89.5%. of 91.5%.
Edna May Mineral Resource

The June 2012 Edna May Mineral Resource estimate of
45.8 million tonnes at 1.0g/t gold for 1,542koz represents
a decrease of 220koz (13%) net of mining depletion
compared to the 2011 estimate.
An increase in the underground Mineral Resource
estimate of 107koz was off-set by the following changes:
• Decrease of 67koz due to re-interpretation of
mineralisation outside the Edna May Gneiss within
the open-pit resource;
• Decrease of 38koz due to reporting average grades
(E-Type1) panel grades excluding panels from the
open-pit resource below the 0.4g/t cut-off rather than
using the recovery proportion assigned to a panel;
• Decrease of 146koz due to improved structural
domaining to better capture the changes in
orientation of mineralisation; and
• Mining depletion.
The Mineral Resources are reported at a 0.4g/t gold
cut-off for the Edna May and Greenfinch open-pits and
3.0g/t gold cut-off for the Edna May Underground. Edna
May and Greenfinch were estimated using E-Type Multiple
Indicator Kriging into blocks with dimensions 25 metres
east by 25 metres north by 5 elevation and 20 metres east
by 15 metres north by 5 elevation respectively. Edna May
open pit was reported above the 1050mRL (290 metres
below surface).
Edna May’s underground deposit was estimated using
a combination of Ordinary Kriging into blocks with
dimensions 5 metres east by 5 metres north by 5 metres
elevation and is reported below the 1050mRL. No
additional drilling has been included in the 2012 Mineral
Resource as compared to the previously reported
Mineral Resource. Pajingo gold pour
1
The E-Type estimate is taken as the mean grade for a block in space accounting for the estimation error or uncertainty of the resultant grade. The
identification of the mean value is based on the CCDF (conditional cumulative distribution function) of real data.
020
Mt Carlton Mineral Resource The new modelling parameters as described above have
The June 2012 Mt Carlton Mineral Resource estimate of also seen the waste to ore ratios improve significantly at
27.9 million tonnes at 2.4g/t gold equivalent for 2.2 million both the V2 and A39 pits. The V2 strip ratio (waste tonnes to
gold equivalent ounces represents a 2% increase in gold ore tonnes) has fallen to 2.7 from 3.9 previously and the A39
equivalent ounces compared to the previous estimate. strip ratio has fallen to 3.3 from 11.9 previously.
Changes in the 2012 Mineral Resource estimate compared
Twin Hills Mineral Resource
to the previously reported estimate are a result of:
The June 2012 Twin Hills Mineral Resource estimate of 4.62
• Changes in grade estimation methodology from a million tonnes at 2.7g/t gold for 398koz is unchanged from
recovery value model to an average grade (E-Type) the 2011 estimate as no new drilling or estimation has been
model; and conducted at Twin Hills.
• Changes in cut-off value parameters from an in-situ The Mineral Resource estimate is reported above a cut-off
value of $A20/t previously to a cut-off grade of 0.35g/t of 0.5g/t gold and within a A$1,500 per ounce pit shell for
gold for V2 and 42g/t silver for A39. the Twin Hills open-pit and 2.0g/t gold for the Twin Hills
The Mt Carlton Mineral Resource consists of the V2 and A39 Underground Deposits.
deposits.
Twin Hills Ore Reserves
The V2 deposit Mineral Resources are reported at a 0.35g/t No Ore Reserves have been estimated for Twin Hills.
gold cut-off and estimated using E-Type Multiple Indicator
Kriging into blocks with dimensions 25 metres east by 25
metres north by 5 metres elevation.
The A39 deposit Mineral Resources are reported at a 42g/t
silver cut-off and estimated using a combination of Ordinary
Kriging, for more broadly spaced resource definition drilling,
and Sequential Gaussian Simulation for close-spaced
grade-control drilled areas of the deposit into blocks with
dimensions 10 metres by 10 metres by 2.5 metres elevation.
Mt Carlton Ore Reserves

The June 2012 Mt Carlton Ore Reserve estimate of 10.2
million tonnes at 3.7g/t gold equivalent for 1.22 million gold
equivalent ounces represents a slight decrease (3%) in gold
equivalent ounces compared to the previous estimate.
Changes are largely the result of a change in grade
estimation technique from a recovery value model to an
average grade (E-Type) model.
Changes in the 2012 Ore Reserve estimate compared to the
2011 Ore Reserve estimate are a result of:
• Updated resource model using a simpler grade
estimation technique and additional drilling;
• Updated metal prices, process recoveries, mining
costs, smelter payables, concentrate transport costs
and royalties; and
• New final pit designs based on updated pit
optimisation with updated resource model and inputs.
Mt Carlton Ore Reserves are estimated based on metal
prices of A$1,350 per ounce for gold, A$28.00 per ounce
for silver and A$2.00 per pound for copper.
The V2 deposit Ore Reserves are reported at a 0.69g/t gold
cut-off. The V2 deposit Ore Reserve estimate used variable
metal recoveries proportionate to head grade with gold
recovery ranging from 82% to 90% and silver and copper
recoveries ranging from 84% to 92%.
The A39 Deposit Ore Reserves are reported at a 53g/t
silver cut-off. The A39 deposit Ore Reserve estimate used
metal recoveries proportionate to head grade with a silver
recovery of 88% and copper recovery of 92%.

Mineral Resources and Ore Reserve Tables by Operation
Pajingo Mineral Resources - June 2012
Measured Resource Indicated Resource Inferred Resource Total Resource
Mineral Resources Cont. Cont. Cont. Cont.

Tonnes Grade Tonnes Grade Tonnes Grade Tonnes Grade
by Lodes Metal Metal Metal Metal
Au Au Au Au
Mt Au (g/t) Mt Au (g/t) Mt Au (g/t) Mt Au (g/t)
(koz) (koz) (koz) (koz)
Underground
Cindy - - - 0.06 7.2 14 0.043 4.8 7 0.104 6.2 21
Venue - - - 0.137 4.5 20 0.18 3.8 22 0.317 4.1 42
Faith 0.002 5.7 0.3 0.174 6.0 34 0.125 4.7 19 0.301 5.5 53
Jandam1 0.213 6.6 45 0.846 5.0 137 0.691 4.6 101 1.75 5.0 283
Sonia 2
- - - 0.22 8.2 58 0.248 8.7 69 0.468 8.5 128
Veracity - - - 0.308 5.3 53 0.074 5.1 12 0.383 5.3 65
Zed - - - 0.225 5.4 39 1.05 4.9 167 1.28 5.0 206
Leaping Dog 0.053 6.6 11 0.077 4.6 11 0.005 5.1 1 0.134 5.4 23
Olivia - - - - - - 0.305 3.6 35 0.305 3.6 35
Janine - - - 0.059 4.5 8 0.06 3.7 7 0.119 4.1 16
Open-Pit
Venue3 - - - 0.221 3.7 26 0.01 2.2 1 0.231 3.6 27
Stockpiles 0.008 5.3 1 - - - - - - 0.008 5.3 1
Total 0.274 6.6 58 2.33 5.4 401 2.79 4.9 441 5.39 5.2 900
1
Includes J1, J1 HW, J2, J3 and J4 Lodes
2
Includes Sonia and Sonia east Lodes
3
Includes Venue and Vera North Upper Lodes
Notes:
Data is reported to significant figures and differences may occur due to rounding
Pajingo Mineral Resources have been reported above a cut-off grade of 2.4g/t of gold for underground,
0.65 g/t of gold for open pit and constrained to an A$1,350 pit design
Pajingo was estimated using Ordinary Kriging into blocks with dimensions 10 metres east by 5 metres
north by 10 metres elevation
Mineral Resource figures are inclusive of Ore Reserves
Competent Person: Calvin Ferguson, a member of the Australasian Institute of Mining and Metallurgy
022
Pajingo Ore Reserves - June 2012
Proved Probable Total
Cont. Cont. Cont.

Ore Reserves by Tonnes Grade Tonnes Grade Tonnes Grade
Metal Metal Metal
Lodes
Mt Au (g/t) Au (koz) Mt Au (g/t) Au (koz) Mt Au (g/t) Au (koz)
Underground
Cindy - - - 0.031 5.9 6 0.031 5.9 6
Faith 0.003 4.2 0.4 0.171 5.5 30 0.174 5.5 31
Jandam1 - - - 0.018 4.4 3 0.018 4.4 3
Leaping Dog 0.035 6.3 7 0.04 4.6 6 0.075 5.4 13
Sonia2 - - - 0.219 7.1 50 0.219 7.1 50
Veracity - - - 0.228 4.4 32 0.228 4.4 32
Zed - - - 0.152 5.3 26 0.152 5.3 26
Open-pit
Venue3 - - - 0.214 3.3 23 0.214 3.3 23
Stockpiles 0.008 5.3 1 - - - 0.008 5.3 1
Total 0.046 6.0 9 1.07 5.1 175 1.12 5.1 184
1
Includes J1, J1 HW, J2, J3 and J4 Lodes
2
Includes Sonia and Sonia East Lodes
3
Includes Venue and Vera North Upper Lodes
Notes:
Ore Reserves are reported above a 3.0g/t gold cut-off
Ore Reserves are calculated using a A$1,350 per ounce gold price and a gold recovery of 96%
Underground Competent Person: Andrew Fox, a member of the Australasian Institute of Mining and Metallurgy
Open-pit Competent Person: Cameron Skinner, a member of the Australasian Institute of Mining and Metallurgy

Cracow Mineral Resources - June 2012
Mineral Cont. Cont. Cont. Cont.

Tonnes Grade Tonnes Grade Tonnes Grade Tonnes Grade
Resources by Metal Metal Metal Metal
Lodes
Au Au Au Au Au Au Au Au
Mt Mt Mt Mt
Royal 0.017 8.8 5 - - - 0.085 6.7 18 0.103 7.1 23

Crown 0.073 9.4 22 - - - 0.38 4.5 55 0.454 5.3 77
Klondyke North 0.001 7.7 0.3 0.225 5.7 41 0.192 3.7 23 0.418 4.7 64
Sovereign 0.037 5.0 6 0.119 4.3 17 0.381 3.6 44 0.536 3.9 67
Kilkenny 0.051 9.9 16 0.282 7.4 67 0.776 5.2 131 1.11 6.0 215
Tipperary - - - 0.319 7.6 78 0.156 5.5 28 0.476 6.9 106
Empire - - - - - - 0.474 6.1 93 0.474 6.1 93
Roses Pride 0.007 7.2 2 0.051 15.9 26 0.385 5.7 70 0.443 6.9 98
Phoenix 0.005 14.2 2 0.063 9.3 19 0.002 4.4 0.3 0.069 9.5 21
Stockpiles 0.011 13.3 5 - - - - - - 0.011 13.3 5
Total 0.203 8.9 58 1.06 7.3 248 2.83 5.1 462 4.09 5.8 768
Notes:
Cracow Mineral Resources have been reported above a cut-off grade of 2.3 g/t of gold
Cracow was estimated using Ordinary Kriging into blocks with a range of dimensions optimised to the characteristics
and geometry of each deposit
Competent Person: John Winterbottom, a member of Australian Institute of Geoscientists
024
Cracow Ore Reserves - June 2012
Cont. Cont. Cont.

Tonnes Grade Tonnes Grade Tonnes Grade
Ore Reserves by Lodes Metal Metal Metal
Royal 0.015 8.0 4 - - - 0.015 8.0 4

Crown 0.032 12.2 13 0.003 1.0 0.1 0.035 11.1 13
Klondyke North 0.0004 5.7 0.1 0.158 4.4 22 0.159 4.4 22
Sovereign 0.004 7.5 1 0.038 4.3 5 0.042 4.7 6
Kilkenny 0.053 11.8 20 0.368 4.7 55 0.421 5.6 75
Roses Pride 0.007 4.6 1 0.094 8.1 24 0.101 7.8 25
Phoenix 0.002 8.5 1 0.096 7.7 24 0.098 7.7 24
Tipperary - - - 0.398 5.2 66 0.398 5.2 66
Stockpiles 0.011 13.3 5 - - - 0.011 13.3 5
Total 0.126 10.9 44 1.16 5.3 198 1.28 5.9 242
Notes:
Ore Reserves are reported above a 3.0 g/t gold cut-off
Ore Reserves are calculated using a A$1,350 per ounce gold price and a gold recovery of 93%
Cracow tonnes and grades are stated to a number of significant digits reflecting confidence of the estimate
Competent Person: Fusheng Li, a member of the Australasian Institute of Mining and Metallurgy

Mt Rawdon Ore Reserves - June 2012
Cont.
Tonnes Grade Cont. Metal Tonnes Grade Cont. Metal Tonnes Grade
Ore Reserves Metal
Open Pit - - - 35.6 0.8 904 35.6 0.8 904

Stockpiles 0.6 0.5 10 - - - 0.6 0.5 10
Total 0.6 0.5 10 35.6 0.8 904 36.2 0.8 914
Notes:
Ore Reserves are reported above a 0.3 g/t gold cut-off
Ore Reserves are calculated using a A$1,350 per ounce gold price and a variable gold recovery, approximately 89.5% for average head grade reported
Mt Rawdon tonnes and grades are stated to a number of significant digits reflecting confidence of the estimate
Competent Person: Karl Smith, a member of the Australasian Institute of Mining and Metallurgy
Mt Rawdon Mineral Resources - June 2012
Cont. Cont. Cont. Cont.

Mineral Tonnes Grade Tonnes Grade Tonnes Grade Tonnes Grade
Metal Metal Metal Metal
Resources
Au Au Au Au Au Au
Mt Au (g/t) Mt Au (g/t) Mt Mt
(koz) (koz) (g/t) (koz) (g/t) (koz)
Open Pit - - - 44.7 0.7 1,058 7.17 0.5 125 51.9 0.7 1,183
Stockpiles 0.6 0.5 10 - - - - - - 0.6 0.5 10
Total 0.6 0.5 10 44.7 0.7 1,058 7.17 0.5 125 52.5 0.7 1,194
Notes:
Mt Rawdon Mineral Resources have been reported above a cut-off grade of 0.23 g/t of gold and constrained to an A$1,800 pit
optimisation shell
Mt Rawdon was estimated using Ordinary Kriging into blocks with dimensions 20 metres east by 20 metres north by 5
metres elevation
026
Edna May Mineral Resources - June 2012
Cont. Cont. Cont. Cont.

Mineral Resources Tonnes Grade Tonnes Grade Tonnes Grade Tonnes Grade
by Deposit
Mt Mt Mt Mt
Greenfinch 0.866 1.1 31 2.58 1.0 83 0.65 1.0 20 4.09 1.0 134
Edna May (OP) 16.9 1.0 518 14.4 0.9 412 7.22 0.8 174 38.6 0.9 1,104
Edna May (U/G) - - - 0.63 7.2 146 0.58 6.9 127 1.21 7.0 273
Stockpiles - - - 1.92 0.5 31 - - - 1.92 0.5 31
Total 17.8 1.0 549 19.5 1.1 672 8.44 1.2 321 45.8 1.0 1,542
Notes:
Edna May and Greenfinch Mineral Resources have been reported above a cut-off grade of 0.4g/t of gold and Edna May underground reported
above 3g/t gold
Edna May and Greenfinch were estimated using E-Type Multiple Indicator Kriging (MIK) into blocks with dimensions 25 metres east by 25 metres
north by 5 metres elevation and 20 metres east by 15 metres north by 5 metres elevation respectively. Edna May open-pit was reported above the 1050mRL
(290 metres below surface)
Edna May’s underground deposit was estimated using a combination of Ordinary Kriging into blocks with dimensions 5 metres east by 5 metres
north by 5 metres elevation and is reported below the 1050mRL
Competent Person: Underground, John Winterbottom a member of Australian Institute of Geoscientists
Competent Person: Open-pit & Greenfinch, Luke Cox a member of the Australasian Institute of Mining and Metallurgy
Edna May Ore Reserves - June 2012
Proved Probable Total Ore Reserves
Cont. Cont. Cont.

Ore Reserves by Deposit Metal Metal Metal
Greenfinch 0.8 1.1 28 1.7 1.0 58 2.5 1.1 86

Edna May (OP) 12.1 1.0 390 8.07 1.0 259 20.2 1.0 649
Edna May (U/G) - - - - - - - - -
Stockpiles - - - 1.92 0.5 31 1.92 0.5 31
Total 12.9 1.0 418 11.7 0.9 349 24.6 1.0 767
Notes:
Ore Reserves are reported above a 0.4g/t gold cut-off
Ore Reserves were calculated using a A$1,500 per ounce gold price and a gold recovery of 91.5%
Competent Person: Luke Cox, a member of the Australasian Institute of Mining and Metallurgy

Gold - Mt Carlton Mineral Resources - June 2012

Resources Tonnes Grade Tonnes Grade Tonnes Grade Tonnes Grade
by Deposit Au Au Au Au
Mt Au (g/t) Mt Au (g/t) Mt Au (g/t) Mt Au (g/t)
V2 9.02 2.0 586 14.7 1.5 695 1.41 1.5 68 25.2 1.7 1,350
Total 9.02 2.0 586 14.7 1.5 695 1.41 1.5 68 25.2 1.7 1,350
Silver - Mt Carlton Mineral Resources - June 2012

by Deposit
Ag Ag Ag Ag
Mt Ag (g/t) Mt Ag (g/t) Mt Ag (g/t) Mt Ag (g/t)
V2 9.02 21 6,159 14.7 18 8,410 1.41 12 534 25.2 19 15,103
A39 2.38 192 14,631 0.231 80 594 0.095 85 262 2.7 178 15,487
Total 11.4 57 20,790 14.9 19 9,004 1.51 16 796 27.9 34 30,590
Copper - Mt Carlton Mineral Resources - June 2012

by Deposit
Mt Cu (%) Cu (kt) Mt Cu (%) Cu (kt) Mt Cu (%) Cu (kt) Mt Cu (%) Cu (kt)
V2 9.02 0.27 24.5 14.7 0.22 32.1 1.41 0.22 3.0 25.2 0.24 59.7
A39 2.38 0.13 3.1 0.231 0.01 0.03 0.095 0.04 0.004 2.7 0.12 3.1
Total 11.4 0.24 27.6 14.9 0.21 32.1 1.51 0.20 3.0 27.9 0.23 62.8
Gold Equivalence (Silver) - Mt Carlton Mineral Resources - June 2012

by Deposit AuEq AuEq AuEq AuEq AuEq AuEq AuEq AuEq
Mt Mt Mt Mt
V2 9.02 0.5 131 14.7 0.4 178 1.41 0.2 11 25.2 0.4 320
A39 2.38 3.9 297 0.231 1.6 12 0.095 1.7 5 2.7 3.6 314
Sub-Total 11.4 1.2 427 14.9 0.4 190 1.51 0.3 17 27.9 0.7 634
Gold Equivalence (Copper) - Mt Carlton Mineral Resources - June 2012

Mt Mt Mt Mt
V2 9.02 0.3 82 14.7 0.2 107 1.41 0.2 10 25.2 0.2 199
A39 2.38 0.1 10 0.231 0.01 0.1 0.095 0.004 0.01 2.7 0.1 10
Sub-Total 11.4 0.3 92 14.9 0.2 107 1.51 0.2 10 27.9 0.2 210
Total Gold Equivalence - Mt Carlton Mineral Resources - June 2012

Mt Mt Mt Mt
V2 9.02 2.8 799 14.7 2.1 981 1.41 2.0 90 25.2 2.3 1,869
A39 2.38 4.0 307 0.231 1.6 12 0.095 1.7 5 2.7 3.7 325
Total 11.4 3.0 1,106 14.9 2.1 993 1.51 2.0 95 27.9 2.4 2,193
028
Notes:
Mt Carlton V2 deposit Mineral Resources have been reported above a cut-off grade of 0.35 g/t of gold and A39 deposit reported above 42 g/t silver
Mt Carlton V2 deposit was estimated using E-Type Multiple Indicator Kriging into blocks with dimensions 25 metres east by 25 metres north by
5 metres elevation
Mt Carlton A39 deposit was estimated using a combination of Ordinary Kriging, for more broadly spaced Resource Definition drilling, and Sequential
Gaussian Simulation for close spaced grade control drilled areas of the deposit into blocks with dimensions 10 metres by 10 metres by 2.5 metres elevation
The gold equivalence calculation represents total metal value for each metal summed and expressed in equivalent gold grade or ounces
The prices used in the calculation being A$1,350/oz Au, A$28.00/oz Ag and A$2.00/lb Cu. Gold, silver and copper will each be recovered to concentrate;
1t = 2204.62262 lb
Au Eq for Silver = ((Price Ag per Oz x Ag Recovery)/(Price Au per Oz x Au Recovery)) x Ag Grade

Gold - Mt Carlton Mine Ore Reserves - June 2012

Proved Probable Total Ore Reserve
Mineral Reserves Cont. Cont. Cont.
by Deposit Metal Metal Metal
V2 4.52 3.1 446 4.61 2.5 366 9.13 2.8 812
Total 4.52 3.1 446 4.61 2.5 366 9.13 2.8 812
Silver - Mt Carlton Ore Reserves - June 2012

Mt Ag (g/t) Ag (koz) Mt Ag (g/t) Ag (koz) Mt Ag (g/t) Ag (koz)
V2 4.52 24 3,470 4.61 20 2,991 9.13 22 6,461
A39 1.04 265 8,852 - - - 1.04 265 8,852
Total 5.56 69 12,322 4.61 20 2,991 10.2 47 15,313
Copper - Mt Carlton Ore Reserves - June 2012

Mt Cu (%) Cu (kt) Mt Cu (%) Cu (kt) Mt Cu (%) Cu (kt)
V2 4.52 0.32 14.3 4.61 0.23 10.5 9.13 0.27 24.8
A39 1.04 0.24 2.5 - - - 1.04 0.24 2.5
Total 5.56 0.30 16.8 4.61 0.23 10.5 10.2 0.27 27.3
Gold Equivalence (Silver) - Mt Carlton Ore Reserves - June 2012

Mt AuEq (g/t) AuEq (koz) Mt AuEq (g/t) AuEq (koz) Mt AuEq (g/t) AuEq (koz)
V2 4.52 0.5 74 4.61 0.4 63 9.13 0.5 137
A39 1.04 5.4 180 - - - 1.04 5.4 180
Total 5.56 1.4 253 4.61 0.4 63 10.2 1.0 317
Gold Equivalence (Copper) - Mt Carlton Ore Reserves - June 2012

V2 4.52 0.3 48 4.61 0.2 35 9.13 0.3 83
A39 1.04 0.2 8 - - - 1.04 0.2 8
Total 5.56 0.3 56 4.61 0.2 35 10.2 0.3 91
Total Gold Equivalence - Mt Carlton Ore Reserves - June 2012

V2 4.52 3.9 567 4.61 3.1 464 9.13 3.5 1,032
A39 1.04 5.6 188 - - - 1.04 5.6 188
Total 5.56 4.2 755 4.61 3.1 464 10.2 3.7 1,220
030
Notes:
V2 Ore Reserves are reported above a 0.69 g/t gold cut-off and A39 Ore Reserves reported above a 53g/t silver cut-off
Ore Reserves were calculated using a A$1,350 per ounce gold price, a silver price of A$28 per ounce and a copper price of A$2 per pound
V2 deposit used variable recoveries proportionate to head grade with gold recovery ranging from 82 to 90%,Silver and copper recoveries ranged from
84 to 92%
A39 deposit used 88% and 92% for silver and copper recoveries respectively, with no recovery attributed to gold
Smelter payabilities were also considered in the reserve calculation
Competent Person: John Wyche, a member of the Australasian Institute of Mining and Metallurgy
The gold equivalence calculation represents total metal value for each metal summed and expressed in equivalent gold grade or ounces
The prices used in the calculation being A$1,350/oz Au, A$28.00/oz Ag and A$2.00/lb Cu. Gold, silver and copper will each be recovered to concentrate;
1t = 2204.62262 lb
Au Eq for Silver = ((Price Ag per Oz x Ag Recovery)/(Price Au per Oz x Au Recovery)) x Ag Grade
Twin Hills Mineral Resources - June 2012

Mineral Resources Cont. Cont. Cont. Cont.
by Deposit Tonnes Grade Tonnes Grade Tonnes Grade Tonnes Grade
Mt Mt Mt Mt
Underground
309 - - - 0.04 3.9 5 0.5 4.3 69 0.54 4.3 74
Lone Sister 0.54 4.1 71 0.28 3.4 31 0.2 2.8 18 1.02 3.7 120
Open-Pit
309 - - - 2.42 2.2 170 0.64 1.7 35 3.06 2.1 204
Stockpiles - - - - - - - - - - - -
Total 0.54 4.1 71 2.74 2.3 205 1.34 2.8 122 4.62 2.7 398
Notes:
Twin Hills Mineral Resources have been reported above a cut-off grade of 2.0 g/t of gold for underground, 0.5 g/t of gold for open-pit and within a
A$1,500 pit shell
Twin Hills Lone Sister was estimated using Ordinary Kriging and 309 using Multiple Indicator Kriging (E Type) into blocks with dimensions 5 metres
east by 5 metres north by 5 metres elevation
Competent Person: Peter Brown, a member of the Australasian Institute of Mining and Metallurgy

Chief Financial Officer’s
Review
30 June 2012 30 June 2011

12 months ending
A$’000 A$’000
Total Revenue 469,484 121,870
Underlying EBITDA (1)

189,991 28,831
Underlying EBIT (1)

95,979 8,556
Underlying Net Profit(1) 63,395 (1,621)
Business combination costs net of tax (19,963) (682)
Fair value uplift of 30% Cracow net of tax 1,930 -
Tax effect of permanent differences (8,050) -
Reported Net Profit 37,313 (2,303)
EBITDA, EBIT and Underlying Net Profit are non-IFRS financial information and
(1)
not subject to audit.
The 2012 financial year was a transformational period for Evolution Evolution’s net assets during the period increased by A$901.7
Mining, formed through the successful completion of the merger million to A$1,056.4 million as a result of the net fair value uplift of
between of Catalpa Resources and Conquest Mining and assets acquired, net profit for the period and net equity raised. This
acquisition of certain assets from Newcrest Mining in November has resulted in the company maintaining a strong balance sheet
2011. From this new platform Evolution delivered a material increase with the capacity to fund all of its existing development projects
in underlying net profit of A$63.4 million (before non-recurring items) and the flexibility to pursue opportunistic growth as it arises. Cash
and a reported net profit of A$37.3 million. at year end totalled A$141.8 million with total borrowings of A$38.1
Total revenue of A$469.5 million was 285% higher than the prior million, comprising A$31.5 million project debt and the balance in
year, due to a combination of higher gold prices and significantly finance leases.
higher gold production after the merger and acquisitions. Gold Capital spent at existing operations totalled some A$150 million,
revenue in 2012 was A$461.8 million from the sale of 288,617 with A$44.2 million invested at Pajingo in underground development
ounces at an average gold price of A$1,600 per ounce. and equipment purchases, A$43.8 million invested at Edna May
Cost of sales increased by 232% to A$337.7 million compared to in waste stripping and process improvements, A$31.8 million at
the prior year, predominantly a result of increased production costs Cracow in underground development and A$30.1 million at Mt
in-line with the higher output, and to higher rates of depreciation Rawdon, predominantly in waste stripping. Mt Carlton expenditure
and amortisation. On a unit basis, group cash costs decreased was an additional A$94 million during the year, of which A$85 million
by 19% from A$956 per ounce to A$771 per ounce during 2012. is classified as direct project capital expenditure.
Included in costs of sales are royalty costs of A$22.5 million and Exploration (discovery) expenditure during the year was A$18.5
depreciation and amortisation of A$93.6 million. million, with the majority aimed at near mine targets at Edna May,
Underlying Group EBITDA was A$190.0 million. The underlying Pajingo and Cracow.
EBITDA for the operations, which is before corporate and
exploration charges, was A$225.4 million which represents a strong
result considering 100% ownership for the Cracow and Mt Rawdon
operations occurred for only part of the reporting period. The
highest EBITDA contribution was from Mt Rawdon, at A$74.6 million,
followed by Cracow at A$64.7 million, Edna May at A$45.4 million
and Pajingo A$40.7 million. Despite the operational challenges
experienced at Edna May during FY2012, the business unit Tim Churcher
contributed 20% of Group EBITDA. Chief Financial Officer
032
Board of Directors
From left: John Rowe, JAMES ASKEW, Paul Marks, Jake Klein,
Peter Smith, Lawrie Conway, Graham Freestone

Jacob Klein, B Com (Hons), ACA Paul Marks, BEng (Chem), Mapp Fin
Executive Chairman Non-Executive Director
Mr Klein was appointed as Executive Chairman in October 2011, Mr Marks has 35 years experience across a range of industries
following the merger of Conquest Mining Limited and Catalpa from foreign exchange and commodities trading, chemical and
Resources Limited. Previously he served as the Executive Chairman hydrocarbon processing. Mr Marks has previously held the
of Conquest Mining Limited. Prior to that, Mr Klein was President positions of Vice-President of Foreign Exchange with Prudential-
and CEO of Sino Gold Mining Limited, where along with Mr Askew Bache Securities, Senior Strategist Foreign Exchange AEFC, the
(director from 2002 and Chairman from 2005 of Sino Gold) he merchant banking arm of the Commonwealth Bank of Australia and
managed the development of that company into the largest foreign Senior Foreign Exchange Strategist with National Australia Bank.
participant in the Chinese gold industry. Sino Gold Mining Limited
was listed on the ASX in 2002 with a market capitalisation of $100
million and was purchased by Eldorado Gold Corporation in late John Rowe, BSc (Hons) ARSM, MAusIMM
2009 for over A$2 billion. Non–Executive Director
Mr Rowe was appointed as Non-Executive Director to the Westonia
Mines Limited board (being the previous name of Catalpa
James Askew, BE (Mining), MEngSc, FAusIMM, Resources Limited) on 12 October 2006. Mr Rowe brings a wealth
MCIMM, MSME (AIME) of geological and business development skills to the Company.
Non-Executive Director Mr Rowe has some 40 years experience within the gold and nickel
Mr Askew is a mining engineer with over 40 years broad industries. He has held a variety of positions in mine management,
international experience as a director and chief executive officer for exploration and business development. Mr Rowe is also a Non-
a wide range of Australian and international publicly listed mining, Executive Director of Panoramic Resources Limited and Southern
mining finance and other mining related companies. He has also Cross Goldfields Limited. Mr Rowe is Chairman of the Nomination
served on the boards of numerous resource public companies, and Remuneration Committee for Evolution Mining.
which currently include Ivanhoe Australia Limited (since June 2011),
Oceana Gold Limited (Chairman since November 2006) and Golden
Star Resources Limited (since 1999). Mr Askew is Chairman of the
Peter Smith, FAusIMM, GAICD, MBA USQ
Risk Committee and a member of the Nomination and Remuneration Non-Executive Director
Committee for Evolution Mining. Mr Smith is the current Newcrest Executive General Manager
Australian Operations (appointed in September 2010, following
Newcrest’s merger with Lihir Gold Limited). Mr Smith has
Lawrie Conway, B Bus, CPA over 34 years mining experience across a broad spectrum of
Non-Executive Director responsibilities, including a range of senior corporate roles with
Mr Conway is the current Newcrest Executive General Manager WMC Resources Ltd, Rio Tinto and Lihir Gold Limited. Mr Smith has
(Commercial and West Africa) responsible for Newcrest’s group previously held the positions of Chief Operating Officer at Lihir Gold
Supply and Logistics, Marketing, Information Technology, and Limited and, prior to that, Executive Director of Western Metals Ltd.
Laboratory functions as well as Newcrest’s business in West Africa.
Mr Conway has more than 21 years commercial experience in
the resources sector across a diverse range of commercial and
financial activities at Newcrest and previously at BHP Billiton. Mr
Conway has held a mix of corporate and operational commercial
roles within Australia, Papua New Guinea and Chile.
Graham Freestone, BEc (Hons)

Lead Independent Director
Mr Freestone has over 40 years experience in the natural resources
industry. He has a broad finance, corporate and commercial
background obtained in Australia and internationally through senior
finance positions with the Shell Group, Acacia Resources Limited
and AngloGold. He was Acacia Resources Limited’s Chief Financial
Officer and Company Secretary from 1994 until 2001. From 2001 to
2009 he was a Non-Executive Director of Lion Selection Limited. Mr
Freestone is Lead Independent Director and Chairman of the Audit
Committee for Evolution Mining.
034
CORPORATE GOVERNANCE
Evolution Mining has implemented and is committed to the The Board’s functions and the functions delegated to
ASX Corporate Governance Council’s (“Council”) second senior executives are set out in the Board Charter
edition (with 2010 amendments) Corporate Governance which is available on the Company’s website under
Principles and Recommendations and to maintaining high “Corporate Governance”.
standard of corporate governance. Where the Company’s The Board holds regular meetings and is expected
corporate governance practices do not correlate with to meet periodically throughout the year. Directors’
all the practices recommended by the Council, or the attendance at meetings held during this year is set out
Company does not consider it practicable or necessary on page 45 of this annual report. The Board packs for the
to implement some principles due to the size and stage of Board meeting are prepared and circulated in advance.
development of its operations, the Board’s reasoning for Senior Executives are invited into Board meetings and are
any departure is explained. regularly involved in Board discussions.
Evolution complies with the ASX Corporate Governance
Council recommendations, unless otherwise stated. THE ROLE OF The Nomination and
Remuneration Committee
Set out below are the fundamental corporate governance
In accordance with its Charter, the Remuneration and
practices of the Company.
Nomination Committee is structured such that it is chaired
PRINCIPLE 1: LAY SOLID FOUNDATIONS by an independent Non-Executive Director and has at
FOR MANAGEMENT AND OVERSIGHT least three non-executive Directors as members.
Role of the Board The Executive Chairman and the Senior Executives
The Board’s role is to govern the Company and has are responsible for the day to day running of the
thereby established the functions reserved to the Board. Company. The Board has in place a performance
In governing the Company, the Directors must act in the appraisal and remuneration system for the Executive
best interests of the Company as a whole. Each member Chairman and Senior Executives designed to enhance
of the Board is committed to spending sufficient time to performance. Management performance is formally
enable them to carry out their duties as a Director of reviewed twice per year. The criterion for the evaluation
the Company. of the Executive Chairman and Senior Executives is their
performance against key performance indicators. The
Responsibilities of the Board and performance of the Executive Chairman is monitored
Board Processes and assessed by the members of the Nomination and
In general, the Board is ultimately responsible for, and Remuneration Committee.
has the authority to determine all matters relating to the
The Chairman of the Nomination and Remuneration
policies, practices, management and operations of the
Committee is Mr Rowe, a Non-Executive Director. The
Company. The Board of Directors of the Company is
other members of the Committee are Mr Askew and Mr
responsible for establishing the corporate governance
Conway who both are Non-Executive Directors.
standards and management framework. This framework
divides the functions of running the Company between PRINCIPLE 2: STRUCTURED TO
the Board, the Executive Chairman and senior executives. ADD VALUE
The Board guides and monitors the business affairs of the The Board currently comprises seven Directors, one of
Company on behalf of the shareholders by whom they are whom, Mr Klein, is Executive Chairman. The remaining
elected and to whom they are accountable. It is required six Directors are Non-Executive Directors with a mix of
to do all things that may be necessary to be done in order commercial, exploration, project development, mining and
to carry out the objectives of the Company. The Board financial skills and experience. Further details about the
delegates authority to senior executives and management Directors including skills, experience and term of office
to carry out delegated duties in support of the objectives are set out on pages 42 and 43 of this annual report.
of the Company. It is the role of Senior Management to
The Company recognises the importance of Non-
manage the Company in accordance with the direction
Executive Directors and the external perspective and
and delegations of the Board and the responsibility of the
advice that Non-Executive Directors can offer. It is the
Board to oversee the activities of management in carrying
approach and attitude of each Non-Executive Director
out these delegated duties.
which determines independence and this must be
As at the date of this report the Board has established considered in relation to each Director, while taking into
the following committees to assist it in discharging account all other relevant factors including those set out
its functions: in the Board Charter (available on the Company’s website
• Audit Committee; under “Corporate Governance”). Determination of the
• Nomination and Remuneration Committee; and independence of each Director is made with reference
to the factors set out in the Board Charter that list the
• Risk Management Committee. relationships affecting independent status. The Board is
comprised of a majority of independent Directors.
The Board, at least annually, assesses the independence

of its Non-Executive Directors. This assessment may PRINCIPLE 3: PROMOTE ETHICAL AND
occur more than once each year if there is a change in RESPONSIBLE DECISION MAKING
circumstances that may impact upon the independence Code of conduct
of a Non-Executive Director. Individual Directors must The Board has adopted a Board Code of Conduct that
not participate in assessing their own independence, deals with:
and must provide to the Board all information relevant to
• obligations under legislation;
the assessment. In assessing independence, the Board
considers all circumstances relevant to determining • personal behaviour;
whether the Non- Executive Director is free from any • conflict of interest;
interest and any business or other relationship which
• remuneration, expenses and other benefits;
could, or could reasonably be perceived to materially
interfere with that Director’s ability to exercise unfettered • information and records; and
and independent judgment on Company issues. Directors • trading in Company Securities.
are required to take into consideration any potential One of the Board’s key aims is to avoid conflicts of
conflicts of interest when accepting appointments to interest (both real and apparent) and to ensure that all
other boards. Board issues receive proper consideration, unfettered
Directors are initially appointed by the full Board subject by outside influences. If a conflict does exist, there are
to election by shareholders at the next general meeting. various courses of action available, depending upon the
Under the Company’s constitution the tenure of a Director significance of the conflict.
is subject to reappointment by shareholders not later than In addition, as part of its commitment to recognising
the third anniversary following his or her last appointment. its legal obligations, the legitimate expectations of
There is no maximum age for Directors. stakeholders and promoting practices necessary to
Mr Klein is the Executive Chairman of Evolution. This maintain confidence in the Company’s integrity, the
role requires Mr Klein to operate as the Chairman of the Company has established a Code of Conduct for all
Board and also in the capacity of a role equivalent to a employees and contractors. The code aims to provide
Chief Executive Officer. As a result there is not a clear guidance to Directors, Senior Executives, management
division of responsibility between these functions. Also, and employees on the standards of personal and
as an Executive Chairman, Mr Klein is not independent corporate behaviour and the responsibility and
of Evolution in accordance with Recommendation 2.2 of accountability required of the Company’s personnel for
the ASX Principles and Recommendations. However the reporting and investigating unethical practices.
dual role of Mr Klein is balanced by the presence of a The code contains practices necessary to maintain
clear majority of independent Directors on the Board and external stakeholders’ confidence in the Company’s
the appointment of Mr Graham Freestone in February integrity, the practices necessary to take into account
2012 as Lead Independent Director. In this role, Mr their legal obligations and the responsibilities of
Freestone chairs the discussions of the Non-Executive individuals for reporting and investigating reports of
Directors and represents the Board and the Company unethical practices.
in situations where the Executive Chairman may be
conflicted. As such the Board believes Mr Klein is the best Securities trading policy
person to undertake the Executive Chairman role and The Company has adopted a securities trading policy
does not believe it necessary at this stage to appoint an for the Directors, Senior Executives, employees,
Independent Chairman of the Board. consultants and contractors of the Company which is
appropriate for a Company whose shares are admitted to
Independent professional advice trading on the ASX.
and access to information This policy was revised in December 2010 as a result of
Each Director has the right of access to all Company changes to the ASX Listing Rules applicable to securities
information and to Company Executives. Further, trading. In the avoidance of doubt of compliance,
each Director and the Board collectively, subject to Directors and other employees are directed to consult
informing the Executive Chairman, has the right to seek with the Company Secretary and the Executive Chairman.
independent professional advice from a suitably qualified
A copy of the Securities Trading Policy is available on the
advisor, at the Company’s expense, with the approval of
Company’s website under “Corporate Governance”.
the Executive Chairman, to assist them to carry out their
responsibilities. Where appropriate, a copy of this advice
is to be made available to all other members of the Board.
036
PRINCIPLE 4: SAFEGUARD INTEGRITY IN From time to time, briefings are arranged to give analysts
FINANCIAL REPORTING and others who advise shareholders an understanding
The Board has established an Audit Committee to of the Company’s activities. In conducting briefings the
assist the Board to safeguard the integrity of financial Company takes care to ensure that any price sensitive
reporting. The responsibilities of the Committee are set information released is made available to all shareholders
out in a formal charter approved by the Board. This (institutional and private) and the market at the same time.
charter is available on the Company’s website under These announcements are lodged with the ASX and then
“Corporate Governance”. posted on the Company’s website.
The Audit Committee currently comprises three Non- PRINCIPLE 7: INTERNAL CONTROL AND
Executive Directors. Mr Freestone is the Chairmain of RISK MANAGEMENT
the Audit Committee and an independent Non-Executive
The Board has established a Risk Management
Director. Mr Marks and Mr Conway, both Non-Executive
Committee to oversee the Company’s risk management
Directors are also members of the Committee. The
systems, policies, practices and plans on behalf of
composition of the Audit Committee satisfies the Board’s
the board and report the results of its activities to the
requirements in performing the Committee’s function given
Board. The Company is committed to the identification,
the size and complexity of the business at present.
monitoring and management of material business risks of
Further details of the members of the Audit Committee its activities via its risk management framework. Copies
and their attendance at committee meetings are set out of the Risk Management Policy and the Risk Committee
on page 45 of this Annual Report. Charter are available on the Company’s website under
“Corporate Governance”.
PRINCIPLE 5: MAKE TIMELY AND
The Board assumes ultimate responsibility for the
BALANCED DISCLOSURE
oversight and management of material business risks and
The Board has designated the Executive Chairman,
satisfies itself annually, or more frequently as required,
Company Secretary and the Vice President Investor
that management has developed and implemented a
Relations as the individuals responsible for overseeing
sound system of risk management and internal control
and co-ordinating disclosure of information to the ASX as
to manage the Company’s material business risks. The
well as communicating with the ASX.
Board delegates the detailed work of this task to the
The Board has established a written policy for Risk Management Committee and the Board periodically
ensuring compliance with ASX listing rule disclosure reviews this work. A key element in the risk management
requirements and accountability at senior executive level framework is the reporting by management on the
for that compliance. A copy of the Continuous Disclosure Company’s key risks. The Risk Management Committee
Policy is available on the Company’s website under oversees the adequacy and content of risk reporting from
“Corporate Governance”. management. Based on reports compiled throughout the
The Board provides shareholders with information by year, management prepares an annual summary report to
applying this policy. The policy includes identifying indicate the effectiveness of the Company’s management
matters that may have a material effect on the price of the of its material business risks. This report will be prepared
Company’s securities, notifying them to the ASX, posting for the Risk Management Committee but ultimately be
them on the Company’s website and issuing media provided to the Board for its review.
releases.
Attestations by Executive
PRINCIPLE 6: RESPECT THE RIGHTS OF Chairman and Chief
SHAREHOLDERS Financial Officer
The Board respects the rights of its shareholders (by In accordance with recommendation 7.3 of the ASX
promoting effective communication with shareholders Corporate Governance Principles and Recommendations,
and encouraging shareholder participation at annual the Executive Chairman and Chief Financial Officer are
general meetings). To facilitate the effective exercise of required to state in writing to the Board that:
those rights, the Company has established a Shareholder 1. The statement given in accordance with section
Communication Policy which is available on the 295A of the Corporations Act, is founded on a
Company’s website under “Corporate Governance”. sound system of risk management and internal
The Board encourages full participation of shareholders control which implements the policies adopted by
at the Annual General Meeting, to ensure a high level the Board; and
of accountability and identification with the Company’s 2.The Company’s risk management and internal
strategy and goals. Important issues are presented to the control system is operating efficiently and
shareholders as single resolutions. effectively in all material respects in relation to
The Company also invites the external auditor to attend financial reporting risks.
its Annual General Meeting and to be available to answer The Board receives regular updates from management on
shareholders’ questions about the conduct of the audit whether the Company’s material business risks are being
and the preparation and content of the auditor’s report. managed effectively. A Group Risk Manager has been

appointed with overall responsibility for the management, amongst other items, to determine the appropriate
identification, monitoring, reporting and mitigation of levels for Non-Executive Directors Fees’ and KMP
Environmental, Health and Safety risks. The management remuneration. The remuneration advisory committee
and reporting of risks is communicated by management was replaced by the Nomination and Remuneration
through the Executive Chairman and in Board reporting at Committee upon the formation of the Company in October
regular Board and Risk Management Committee Meetings. 2011. The recommendations of the Mercer report were
adopted by the Board, having regard for the aggregate
PRINCIPLE 8: maximum Directors fee pool limit, which is currently set at
REMUNERATE FAIRLY AND RESPONSIBLY $750,000 for Non-Executive Directors. This limit is set by
Nomination and shareholders at an Annual General Meeting.
Remuneration Committee Non-Executive Directors of the Company are not entitled
The Company has established a Nomination and to participate in any equity plan of the Company and
Remuneration Committee which has responsibility for do not receive retirement benefits, other than statutory
the formulation of remuneration policies. The role of the superannuation entitlements.
Nomination and Remuneration Committee is set out in a
Further details on the structure of Executive Directors,
formal charter approved by the Board (available on the
Non-Executive Directors and KMP remuneration are set
Company’s website under “Corporate Governance”). Its
out in the Remuneration Report on pages 47 to 59 of this
objectives are to:
Annual Report.
• Review and recommend appropriate remuneration
Personnel of the Company are not permitted to enter into
policies which are designed to enhance Board,
transactions with securities (or any derivative thereof)
and Executive performance;
which limit the economic risk of any unvested entitlements
• Maintain a Board that has an appropriate mix of awarded under any equity-based remuneration scheme,
skills and experience to be an effective decision- or otherwise awarded, or which will be offered by the
making body; and Company in the future.
• Ensure that the Board is comprised of Directors
Diversity
who contribute to the successful management
The Board is committed to have an appropriate blend of
of the Company and discharge their duties having
diversity within the Group and especially within the Senior
regard to the law and the highest standards of
Executive team. A diversity policy is approved by the
corporate governance.
Executive Chairman and an approved component of the
Remuneration Report and Board Charter to ensure diversity within the organisation. A
Remuneration Policies copy of the Diversity Policy is available on the Company’s
The Board (with the assistance of the Nomination and website under “Corporate Governance”. Of the Senior
Remuneration Committee) has established a policy to Management team the ratio of male to female participation
ensure that it remunerates fairly and responsibly. The is as follows:
remuneration philosophy of the Board is designed to
ensure that the level and composition of remuneration is
competitive, reasonable and appropriate for the results Male Female
delivered and to attract and maintain talented and
motivated Directors and employees. The Nomination Board 100% Nil
and Remuneration Committee is responsible for the
oversight of the Company Performance Rights and the Senior Management 93% 7%
related plan.
Prior to the merger with Conquest Mining Limited Group 85% 15%
(“Conquest”) and the acquisition of the two assets from
Newcrest Mining Limited (“Newcrest”), the Company
established a remuneration advisory committee comprising
members from each of the Company, Conquest and
Newcrest. This committee was charged with the
responsibility for making recommendations to the Board
regarding the principles of remuneration to be applied to
the Key Management Personnel (“KMP”) of the Company,
having regard to the ASX corporate governance principles
and the remuneration practices of Australian mining
companies of a comparable size to the Company.
The remuneration advisory committee engaged an
independent remuneration consultant, Mercer Australia,
(“Mercer”) to prepare a report (“the Mercer Report”) to
assist the Nomination and Remuneration Committee,
038
EVOLUTION MINING LIMITED
FINANCIALS

EVOLUTION MINING LIMITED
financial REPORT
TABLE OF CONTENTS
Directors’ Report 41
Auditor’s Independence Declaration 63
Statement of Comprehensive Income 64
Statement of Financial Position 65
Statement of Changes in Equity 66
Statement of Cash Flows 67
Notes to the Financial Statements 68
Directors’ Declaration 111
Shareholder Information 112
Independent Auditor’s Report 114
These financial statements are the consolidated financial statements of the consolidated entity consisting of Evolution Mining Limited and its subsidiaries. The
financial statements are presented in the Australian currency.
The June 2012 full year results and balances reflect twelve months of Catalpa Resources Limited (100% Edna May and 30% of Cracow operations), the
consolidation of Conquest Mining Limited from 17 October 2011 and the consolidation of 100% interest in Mt Rawdon and a 70% interest in Cracow from 2
November 2011. Comparative data is based on Catalpa Resources Limited results prior to the merger.
The financial statements were authorised for issue by the directors on 30 August 2012. The directors have the power to amend and reissue the financial
statements.
040

DIRECTORS’ REPORT
The Directors present their report on Evolution Mining Limited (referred to hereafter as “Evolution” or “Company”), (formerly known as Catalpa Resources Limited),
consisting of Evolution Mining Limited and the entities it controlled at the end of, or during, the year ended 30 June 2012.
DIRECTORS
The following persons were Directors of the Company at any time during the financial year and up to the date of this report:
Jacob Klein Executive Chairman (i)

James Askew Non-Executive Director (i)
Lawrie Conway Non-Executive Director (i)
Graham Freestone Lead Independent Director
Paul Marks Non-Executive Director (i)
John Rowe Non-Executive Director
Peter Smith Non-Executive Director (i)
Peter Maloney Non-Executive Chairman (ii)
Bruce McFadzean Managing Director (iii)
Murray Pollock Non-Executive Director (ii)
Barry Sullivan Non-Executive Director (ii)
(i) Appointed 19 October 2011

(ii) Resigned 18 October 2011
(iii) Resigned 25 January 2012
INFORMATION ON DIRECTORS
The qualifications and experience of Directors in office at any time during or since the end of the financial year are:
Jacob Klein, B Com (Hons), ACA

Executive Chairman
Appointed 19 October 2011
Mr Klein was appointed as Executive Chairman in October 2011, following the merger of Conquest Mining Limited and Catalpa Resources Limited approved by
shareholders at an Extraordinary General Meeting. Mr Klein was President and Chief Executive Officer of Sino Gold Mining Limited, where along with Mr Askew
(Director from 2002 and Chairman from 2005 of Sino Gold) he managed the development of that Company into the largest foreign participant in the Chinese gold
industry. Sino Gold Mining Limited was listed on the ASX in 2002 with a market capitalisation of $100 million and was purchased by Eldorado Gold Corporation in
late 2009 for over $2 billion. Sino Gold Mining Limited was an ASX 100 Company, operating two award-winning gold mines and engaging over 2,000 employees
and contractors in China. Mr Klein resigned as a Director of Sino Gold Mining Limited in December 2009.
Prior to joining Sino Gold Mining Limited (and its predecessor) in 1995, Mr Klein was employed at Macquarie Bank and PricewaterhouseCoopers.
Mr Klein is currently a Non-Executive Director of Lynas Corporation Limited (since August 2004) and OceanaGold Corporation (since December 2009), both
companies being listed on the ASX. Mr Klein is a past President of the NSW Branch of the Australia China Business Council and previously served on the NSW
Asia Business Council.
James Askew, BE (Mining), MEngSci, FAusIMM, MCIMM, MSME (AIME)

Non-Executive Director
Chairman of the Risk Committee and a member of the Nomination and Remuneration Committee
Mr Askew is a mining engineer with over 40 years broad international experience as a Director and Chief Executive Officer for a wide range of Australian and
international publicly listed mining, mining finance and other mining related companies. He has also served on the boards of numerous resource public companies,
which currently include Ivanhoe Australia Limited (since June 2011), Oceana Gold Limited (Chairman since November 2006) and Golden Star Resources Limited
(since 1999).
Mr Askew served as Director of Conquest Mining Limited from May 2010 until the merger with Catalpa Resources Limited and the formation of Evolution Mining
Limited in October 2011. He also served as a Director of Sino Gold Mining Limited (October 2002 to December 2009) and Eldorado Gold Corporation (December
2009 to May 2010). Mr Askew was previously a Non-Executive Director of Ausdrill Limited (April 1986 to June 2011).

DIRECTORS’ REPORT
Lawrie Conway B Bus, CPA

Non-Executive Director and Member of the Audit and Nomination and Remuneration Committees
Mr Conway is the current Newcrest Executive General Manager (Commercial and West Africa) responsible for Newcrest’s group Supply and Logistics, Marketing,
Information Technology, and Laboratory functions as well as Newcrest’s business in West Africa.
Mr Conway has more than 21 years commercial experience in the resources sector across a diverse range of commercial and financial activities at Newcrest and
previously at BHP Billiton. Mr Conway has held a mix of corporate and operational commercial roles within Australia, Papua New Guinea and Chile.
Graham Freestone, B Ec (Hons)

Lead Independent Director and Chairman of the Audit Committee
Mr Freestone has over 40 years’ experience in the natural resources industry. He has a broad finance, corporate and commercial background obtained in Australia
and internationally through senior finance positions with the Shell Group, Acacia Resources Limited and AngloGold. He was Acacia Resources Limited’s Chief
Financial Officer and Company Secretary from 1994 until 2001. From 2001 to 2009 he was a Non-Executive Director of Lion Selection Limited and its Audit
Committee Chair. He became a Director and Chair of the Audit and Risk Committee of Catalpa Resources Limited in 2009. Mr Freestone has not held any other
listed company directorships within the last 3 years.
Paul Marks, BEng (Chem), Mapp Fin

Non-Executive Director and Member of the Audit Committee
Mr Marks has 35 years of experience across a range of industries from foreign exchange and commodities trading, chemical and hydrocarbon processing. Mr
Marks has previously held the positions of Vice-President of Foreign Exchange with Prudential-Bache Securities, Senior Strategist Foreign Exchange AEFC, the
merchant banking arm of the Commonwealth Bank of Australia and Senior Foreign Exchange Strategist with National Australia Bank.
Previously Mr Marks served as Director of Conquest Mining Limited from December 2009 until the merger with Catalpa Resources Limited and the formation of
Evolution Mining Limited in October 2011 and has also served on the board of Prana Biotechnology Ltd.
John Rowe, BSc (Hons) ARSM, MAusIMM

Non–Executive Director and Chairman of Nomination and Remuneration Committee
Mr Rowe was appointed as Non-Executive Director to the Westonia Mines Limited board (being the previous name of Catalpa Resources Limited) on 12 October
2006. Mr Rowe brings a wealth of geological and business development skills to the Company. Mr Rowe has some 40 years’ experience within the gold and
nickel industries. He has held a variety of positions in mine management, exploration and business development and has consulted for John Rowe and Associates
since 2006.
Mr Rowe is also a Non-Executive Director of Panoramic Resources Limited (since 2006) and Southern Cross Goldfields Limited (since 2010). Mr Rowe was
appointed Non-Executive Chairman of Magma Metals Limited in June 2012, which was then delisted at the end of June 2012. Mr Rowe has not held any other
listed company directorships within the last 3 years.
Peter Smith, F Aus IMM, GAICD, MBA USQ

Non-executive Director and Member of the Risk Committee
Mr Smith is the current Newcrest Executive General Manager Australian Operations (appointed in September 2010, following Newcrest’s merger with Lihir Gold
Limited). Mr Smith has over 34 years mining experience across a broad spectrum of responsibilities, including a range of senior corporate roles with WMC
Resources Ltd, Rio Tinto and Lihir Gold Limited.
Mr Smith has previously held the positions of Chief Operating Officer at Lihir Gold Limited and, prior to that, Executive Director of Western Metals Ltd.
Peter Maloney, B Com MBA

Non-Executive Chairman (Resigned 18 October 2011)
Mr Maloney served as a Non-Executive Chairman of Catalpa Resources from 10 December 2009 to 18 October 2011.
Bruce McFadzean, Dip Mining FAusIMM

Managing Director & CEO (Resigned 25 January 2012)
Mr McFadzean served as the Managing Director & Chief Executive Officer of Catalpa Resources from 9 June 2008 and Managing Director of Evolution to 25
January 2012.
042

DIRECTORS’ REPORT
Murray Pollock, MAICD

Non-Executive Director (Resigned 18 October 2011)
Mr Pollock served as a Non-Executive Director of Catalpa Resources from 21 October 2000 to 18 October 2011.
Barry Sullivan, BSc (Min), ARSM, F AusIMM, MAICD

Non-Executive Director (Resigned 18 October 2011)
Mr Sullivan served as a Non-Executive Director of Catalpa Resources from June 2008 to 18 October 2011.
INFORMATION ON COMPANY SECRETARY

The names and particulars of the Company Secretaries of the Company during or since the end of the financial year are:
Evan Elstein, BCom (Accounting and Finance), ACA

Company Secretary (Appointed 19 October 2011)
Mr Elstein is the Company’s General Manager for Information Technology and Company Secretary. He is a Chartered Accountant and a member of the Institute of
Chartered Accountants in Australia. He has over 20 years’ experience in senior financial, commercial and technology roles, where his responsibilities have included
the roll out of IT projects and services, business improvement initiatives and merger and acquisition activities. He has held senior positions with IT consulting
companies in Australia, and previously served as the Chief Financial Officer and Company Secretary of Hartec Limited. Prior to that, Mr Elstein was employed by
Dimension Data and Grant Thornton in South Africa.
Erik Palmbachs, BBus (CPA), MSc (Min Econ), FCIS

Joint Company Secretary and Chief Financial Officer (Resigned 18 October 2011)
Mr Palmbachs was appointed Company Secretary on 30 December 2010 and resigned as Company Secretary on 18 October 2011.
Paul Mason, (BE ACA ACIS)

Joint Company Secretary and Financial Controller (Resigned 18 October 2011)
Mr Mason was appointed Company Secretary on 30 December 2010 and resigned as Company Secretary on 18 October 2011.
PRINCIPAL ACTIVITIES
Evolution Mining Limited was formed in November 2011 through the merger of Catalpa Resources Limited and Conquest Mining Limited on 17 October 2011 and
the concurrent acquisition of Newcrest Mining Limited’s 70% interest in the Cracow Gold Mine and 100% interest in the Mt Rawdon Gold Mine on 2 November
2011.
The Company owns and operates four gold mines in Queensland and Western Australia and is developing a fifth gold-silver-copper project in Queensland. The
Company’s key assets are 100% interests in the Edna May Gold Mine, the Cracow Gold Mine, the Pajingo Gold Mine, the Mt Rawdon Gold Mine and the Mt
Carlton gold, silver, copper development project.
During the year, the Company also engaged in exploration activities in and around its operations.
DIVIDENDS
No dividends were paid or declared during the financial year. No recommendation for payment of dividends has been made.
REVIEW OF OPERATIONS
Evolution’s attributable gold production for the year ended 30 June 2012 was 280,401 ounces (2011: 96,109 ounces). Total gold production, assuming
operations were wholly-owned for the year to 30 June 2012 was 346,979 ounces.
The Cracow Gold Mine, QLD (100%), produced 102,565 ounces of gold, which was towards the upper end of the Company’s expected output range of between
90,000-107,000 ounces.
The Edna May Gold Mine, WA (100%), produced 73,264 ounces of gold. This was below the Company’s expected output range of between 85,000-93,000
ounces, predominantly as a result of lower mill throughput due to poor plant reliability. Initiatives to improve plant reliability are planned to positively impact
production performance in the 2013 financial year.
Mt Rawdon Gold Mine, QLD (100%) produced 95,403 ounces of gold which was within the Company’s expected output range of between
90,000-105,000 ounces.
The Pajingo Gold Mine, QLD (100%), produced 75,747 ounces of gold which was above the Company’s expected output of 70,000 ounces. Gold production in
the 2012 year represents a 65% increase on that achieved in the previous year of 45,889 ounces and is a result of the capital investment programs implemented
by Evolution to improve Pajingo’s long-term sustainable performance.

DIRECTORS’ REPORT
The Mt Carlton gold-silver-copper project, QLD (100%), is Evolution’s key organic growth asset and is planned to expand the Company’s portfolio of 100%
owned, Australian producing mines from four to five during the 2013 financial year. Procurement and engineering was largely complete and construction
was approximately 50% complete at 30 June 2012. Project commissioning is planned in the December quarter of 2012. The project is planned to deliver
approximately 800,000 ounces of gold, 17.3 million ounces of silver and 34,000 tonnes of copper over a 12 year life.
The Group generated gold sales revenue of $461.9 million from the sale of 288,617 ounces of gold and silver sales revenue of $7.6 million from the sale of
254,850 ounces of silver.
Reported profit from ordinary activities of the Company for the financial year ended 30 June 2012 was $37.313 million (2011: loss of $2.303 million). The net
income for the period included business combination expenses of $28.518 million.
As at 30 June 2012 the Company had 601 employees and 503 contractors.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

Significant changes in the state of affairs of the Company during the financial year follows in chronological order:
• Successful completion and implementation of the merger between Catalpa Resources Limited and Conquest Mining Limited and the concurrent purchase
of Newcrest Mining Limited’s interests in Cracow and Mt Rawdon in Queensland on 2 November 2011 to form Evolution Mining Limited, thereby creating
one of Australia’s largest ASX-listed gold producers.
• Successful institutional and retail entitlements offer completed in December 2011, raising A$152.459 million.
• On 5 December 2011, a 25 year term Mining Lease for the Mt Carlton project was granted by the Queensland Government, thus allowing project
construction to commence.
• In January the Company announced a management restructure which resulted in the resignation of Mr Bruce McFadzean as Managing Director of the
Company with the responsibilities combined into the Executive Chairman’s role held by Mr Jacob Klein.
Apart from the above, or as noted elsewhere in this report, no significant changes in the state of affairs of the Company occurred during the financial year.
SUBSEQUENT EVENTS
On 25 June 2012, Evolution agreed to acquire the Holleton gold project, located to south of its Edna May Gold Mine in Western Australia. Pursuant to the terms of
the agreement, Evolution has subsequently issued 500,000 fully paid shares to Independence Group NL.
FUTURE DEVELOPMENTS
Other likely developments in the operations of the Company and the expected results of those operations in future financial years have not been included in this
report as the inclusion of such information is likely to result in unreasonable prejudice to the Company. Accordingly this information has not been disclosed in
this report.
ENVIRONMENTAL REGULATIONS
The Company is subject to significant environmental regulation in respect to its exploration, mining and processing activities. The Company aims to ensure the
appropriate standard of environmental care is achieved, and in doing so, that it is aware of and is in compliance with all environmental legislation. The Directors of
the Company are not aware of any breach of environmental legislation for the year under review.
044

DIRECTORS’ REPORT
PERFORMANCE OF EVOLUTION MINING LIMITED

The table below sets out summary information about the Company’s earnings and movements in the Company’s share price for the last 5 years.
30 June 2012 30 June 2011 30 June 2010 30 June 2009 30 June 2008
$000 $000 $000 $000 $000

Revenue 469,484 121,870 22,274 264 595
Net profit/(loss) before tax 66,483 3,955 (4,520) (6,849) (2,292)
Net profit/(loss) after tax 37,313 (2,303) 5,547 6,814 (2,292)
Share price at start of year($) $1.36 $1.62 $1.10 $0.55 $0.77
Share price at end of year($) $1.46 $1.36 $1.62 $1.10 $0.55
Dividends - - - - -
Basic earnings per share (cents per share) 7.10 (1.37) 3.93 (13.97) (7.37)
DIRECTORS’ MEETINGS
The number of meetings of the Company’s board of directors and of each board committee held during the year ended 30 June 2012, and the number of
meetings attended by each director were:
Nomination and
Audit Committee Risk Management
Board Meetings Remuneration
Meetings Meetings
Committee Meetings
A B A B A B A B
J Klein 7 7 - - - - - -
J Askew 7 6 - - 2 2 1 1
L Conway 7 7 1 1 - - 1 1
G Freestone 11 9 3 3 - - 1 1
P Marks 7 7 1 1 - - - -
J Rowe 11 11 2 2 2 2 2 2
P Smith 7 7 - - 2 2 - -
P Maloney 4 4 - - - - 1 1
B McFadzean 7 7 - - - - - -
M Pollock 4 4 2 2 - - 1 1
B Sullivan 4 3 2 2 - - 1 1
A: Number of meetings held while in office B: Meetings attended during the time the Director held office or was a member of the committee during the year. From
the date of the merger with Conquest, the Audit and Risk Committees were separated.

DIRECTORS’ REPORT
DIRECTORS’ INTERESTS
The following table sets out each Director’s relevant interest in shares or options in shares of the Company as at the date of this report:
Fully Paid Ordinary Shares Share Options Performance Rights

Jacob Klein 5,700,000 5,277,435 1
803,279 2
James Askew 500,000 488,651 -
Lawrie Conway - - -
Graham Freestone 68,523 - -
Paul Marks 3,552,009 - -
John Rowe 112,582 181,820 -
Peter Smith 35,000 - -
1 600,000 options were acquired from Southern Cross Equities on an arms-length basis in June 2011.
2 Subject to vesting conditions as described on page 50.
046

DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED)

INTRODUCTION
The Remuneration Report forms part of the Directors’ Report for the year ended 30 June 2012. This report contains details of the remuneration paid to Directors
and Key Management Personnel (“KMP”) as well as the remuneration strategy and policies that were applicable in the 2012 financial year. KMP’s are defined
those senior executives having the authority and responsibility for planning, directing and controlling the activities of the Company and are members of the senior
leadership team.
The remuneration philosophy of the Board is to ensure that the Company remunerates fairly and responsibly. It is designed to ensure that the level and
composition of remuneration is competitive, reasonable and appropriate for the results delivered and to attract and retain appropriately experienced Directors and
employees. The remuneration strategies and practices in place have been designed to support this philosophy.
The Board has established a Nomination and Remuneration Committee, consisting solely of Non-Executive Directors, with the delegated responsibility to report
on, and make recommendations to the Board on the:
• appropriateness of the remuneration policies and systems, having regard to whether they are:
- relevant to the Company’s wider objectives and strategies;
- legal and defensible;
- in accordance with the human resource objectives of the Company;
• performance of the Executive Chairman (on an annual basis) and ensure there is a process for determining key performance indicators for the
ensuing period;
• remuneration of the Executive Chairman, Non-Executive Directors and KMP’s, in accordance with approved Board policies and processes.
The prescribed details for each person covered by this report are detailed below under the following headings:
• Industry context
• Use of remuneration consultants
• Remuneration strategy
• Remuneration policy
• Relationship between the remuneration policy and Company performance
• Director and key management personnel details
• Remuneration of Directors and key management personnel
• Executive service agreements
• Share-based compensation and performance rights
INDUSTRY CONTEXT
Evolution is a gold producer and operates in Queensland and Western Australia. In Queensland there are three business units; two underground operations and
one open pit operation. In Western Australia there is one business unit, an open pit operation. Evolution also has one project in development in Queensland.
As at 30 June 2012, the Company workforce comprised of 601 employees and 503 contractors. Evolution competes nationally for labour in the wider resources
industry as skills are generally transferable across commodities and states.
USE OF REMUNERATION CONSULTANTS

Mercer (Australia) Pty Limited (“Mercer”) were engaged by the Nomination and Remuneration Committee to provide remuneration advice regarding Non-Executive
and Executive Directors, and KMP’s, covering fixed remuneration and short and long term incentives. Mercer has confirmed that the above recommendations
have been made free from undue influence by members of the Group’s key management personnel.
Under the terms of the engagement, the advice was provided directly to Mr John Rowe, Chairman of the Nomination and Remuneration Committee. As a result
the board is satisfied that the recommendations were made free from undue influence from any members of the key management personnel. The total amount
paid to Mercer was $83,000 for these services.

DIRECTORS’ REPORT
REMUNERATION STRATEGY
The development of the remuneration strategy for the 2012 financial year hinged on the successful formation of Evolution following the merger of Catalpa
Resources Limited with Conquest Mining Limited and the concurrent acquisition of the two Newcrest assets. The remuneration strategy was reset and new short
term and long term incentive plans established to align with objectives of the newly established entity.
The objectives of the remuneration strategy for the 2012 financial year were to ensure that:
• total remuneration for Directors and KMP’s and each level of the workforce was appropriate and competitive;
• total remuneration comprised a reasonable fixed component and a significant “at risk” component based on performance hurdles;
• corporate short term incentives were appropriate with hurdles that were measureable, transparent and achievable;
• incentive plans were designed to motivate and incentivise for high performance and delivery on organisational objectives;
• the corporate long term incentives focused on shareholder value; and
• the principles and integrity of the remuneration review process delivered fair and equitable outcomes.
REMUNERATION POLICY
The Evolution remuneration policy has been designed to align Executive Director and KMP objectives with shareholder and business objectives by providing a
total fixed remuneration (“TFR”) component and offering specific “at risk” short and long-term incentives based on key performance areas affecting the Company’s
financial performance. The Nomination and Remuneration committee was formed to review the specifics of Directors and KMP remuneration and oversee all
Company compensation changes and principles. The Board of Evolution believes the remuneration policy to be strategic, appropriate and effective in its ability to
attract and retain Executive Directors and KMP’s and to operate and manage the Company.
Evolution defines and applies its remuneration policy and elements by considering the overall business plan, key employee value drivers, individual employee
performance and industry benchmark data.
All KMP’s receive a remuneration package in line with the overall Company policy and additionally takes into account factors such as length of service and
experience. The Nomination and Remuneration Committee reviews executive packages annually by reference to the Company’s performance, individual KMP
performance and comparable information from industry sectors and other listed companies in similar industries.
The remuneration elements offered by Evolution include total fixed remuneration (TFR), which consists of a base salary plus superannuation and a variable or “at
risk” remuneration component provided through short and long term incentive plans. Every permanent employee has eligibility under the Company’s various short
term incentive plans (“STIP’s”).
Directors and KMP’s receive a superannuation guarantee contribution (SGC) required by Law, which is currently 9% and capped in line with the SGC maximum
quarterly payment, and do not receive any other retirement benefits. Some individuals, however, may choose to sacrifice part of their salary to increase payments
towards superannuation.
The Board policy is to remunerate Non-Executive Directors at market rates for comparable companies for time, commitment and responsibilities. The
Nomination and Remuneration Committee determines Non-Executive Directors fees and reviews this annually, based on market practice, their duties and areas
of responsibility. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to Non-Executive Directors
is subject to approval by shareholders at the Annual General Meeting (currently $750,000 per annum). Fees for Non-Executive Directors are not linked to the
performance of the Company and they do not participate in the Company’s STIP or Long Term Incentive Plan (“LTIP”).
048

DIRECTORS’ REPORT
RELATIONSHIP BETWEEN THE REMUNERATION POLICY AND COMPANY PERFORMANCE

The remuneration policy has been designed to align individual and team accountabilities with the Group’s business plan goals.
A cornerstone element of the remuneration policy is the introduction of various incentive plans for eligible employees at the Company, addressing both short and
long term goals. The purpose of these incentives is to encourage the alignment of employee effort with shareholder interests.
Evolution’s STIPs includes the Corporate Plan, a Production Bonus, an Annual Performance Bonus and the Mt Carlton Construction Bonus. Employees have
eligibility into one plan only and are measured consistently against outcomes at Threshold, Target and Maximum milestones.
The Corporate STIP applies to employees at the level of Manager and above across the Company. The STIP Award is a cash bonus, up to maximum percentage
of TFR. It is assessed and paid annually conditional upon the achievement of key corporate objectives, which for FY12 were in areas of safety, production, merger
activities and project development goals, as well as individual KPI’s. All KPI’s were established to ensure effort and performance was aligned to business goals.
A Corporate STIP bonus totalling $2.3 million was awarded to the eligible group at 30 June 2012 to be communicated and paid in September quarter of FY13.
The Production bonus applies to site personnel, who are not eligible for the Corporate STIP (Manager and above). The Production STIP is a cash award of up to
20 per cent on TFR which is paid monthly against the outcomes of each Operational Site KPI’s scorecard.
The Annual Performance Bonus applies to corporate employees and those employees who, by exception, are not included in a Corporate STIP or Production
Bonus Plan. The Annual Bonus award is targeted at up to 20 per cent, depending on the employees position, as a cash bonus on TFR paid annually against the
outcomes of functional (eg: exploration) and personal KPI’s.
The Mt Carlton Construction bonus applies to employees at Mt Carlton, who are not eligible in the Corporate STIP. The Construction award is a cash bonus of up
to 20 per cent on TFR paid aligned to milestone events and outcomes during the construction and commissioning phase of Mt Carlton.
The Company believes its incentive policy is effective in increasing shareholder wealth and delivering appropriate and motivational reward to all employees.
Details of Corporate STIP’s and bonuses paid are shown in the Remuneration Table on page 54.
There are two long term incentive plans currently in existence at Evolution specifically, the Employees and Contractors Option Plan (“ECOP”) and the Employee
Share Option and Performance Rights Plan (“ESOP”), also referred to as the Long Term Incentive Plan (“LTIP”).
Employees and Contractors Option Plan (“ECOP”)

The ECOP was established and approved at the Annual General Meeting on 27 November 2008. The plan permits the Company, at the discretion of the Directors,
to grant options over unissued ordinary shares of the Company to eligible Directors, members of staff and contractors as specified in the plan rules.
Options under ECOP

Following the merger of Evolution (then named Catalpa Resources Limited) and Conquest Mining Limited (“Conquest”) by a scheme of arrangement implemented
on 2 November 2011, 488,651 options were issued on 17 November 2011 to the former Conquest option holders as consideration for the cancellation of the
outstanding options in Conquest Mining Limited, under this plan. During the year 227,282 options were exercised and there were 2,261,387 options outstanding
at 30 June 2012 (2011: 2,000,018), all of which have been issued to Directors and KMP’S.
The movement in the options under this plan is summarised in the table below:
30 June 2012 30 June 2011
Number Number
Outstanding balance at the beginning of the year (1 July) 2,000,018 2,018,200
Issued during the period 488,651 -
Exercised during the period (227,282) -
Expired during the period - (18,182)
Outstanding balance at the end of the year 2,261,387 2,000,018
This plan is now closed and no further options will be issued under this plan.

DIRECTORS’ REPORT
The Employee Share Option and Performance Rights Plan (“ESOP”)

The ESOP was established and approved at the Annual General Meeting on 23 November 2010, and amended on 19 October 2011. The plan permits the
Company, at the discretion of the Directors, to grant both options and performance rights over unissued ordinary shares of the Company to eligible Directors and
members of staff as specified in the plan rules.
Under the ESOP, the options and performance rights, issued for nil consideration, are granted in accordance with performance guidelines established by the
Directors of the Company. In exercising their discretion under the rules, the Directors will take into account matters such as the position of the eligible person, the
role they play in the Company, the nature or terms of their employment or contract and the contribution they make to the Company as a whole. The options and
performance rights are issued for a specified period and each option or performance right is convertible into one ordinary share. The exercise price of the options,
determined in accordance with the rules of the plan, is based on the market price of a share on invitation date, grant date, or another specified date after grant
close. All options and performance rights expire on the earlier of their expiry date or termination of the employee’s employment subject to Director discretion.
Options and performance rights do not vest until a specified period after granting and their exercise is conditional on the achievement of certain performance
hurdles that are aligned with shareholder interests.
There are no voting or dividend rights attached to the options or performance rights. Voting rights will attach to the ordinary shares when the options have been
exercised or the performance rights vested. Unvested options and performance rights cannot be transferred and will not be quoted on the ASX.
Options under ESOP

Following the merger of Evolution and Conquest, 8,586,087 options were issued on 17 November 2011 to the former Conquest option holders as consideration
for the cancellation of the outstanding options in Conquest Mining Limited, under this plan. During the year 5,068,319 options were exercised and there were
9,215,087 options outstanding at 30 June 2012 (2011: 5,856,542), of which 6,941,436 were issued to Directors and KMP’s (2011: 679,000).
The movement in the options under this plan is summarised in the table below:
30 June 2012 30 June 2011
Number Number
Outstanding balance at the beginning of the year (1 July) 5,856,542 5,402,605
Issued during the period 8,586,087 679,000
Exercised during the period (5,068,319) (225,063)
Expired during the period (159,223) -
No further options will be issued under ESOP as Performance Rights are the selected long term incentive mechanism.
2012 Performance rights under ESOP

A long term incentive plan approved by shareholders on 23 November 2010 provided for the issuance of performance rights to Executive Directors and eligible
employees. The introduced LTIP for employees at the level of Manager and above, effective from 1 July 2011, provides equity based “at risk” remuneration, up
to maximum percentages, based on, and in addition to each eligible employee’s Total Fixed Remuneration (TFR). These incentives are aimed at retaining and
incentivising KMP’s and senior managers on a basis that is aligned with shareholder interests, and are provided via performance rights.
During the year the Company issued 3,668,344 Performance Rights to employees. The movement in Performance Rights under this plan is summarised in the
table below:
30 June 2012 30 June 2011
Number Number
Outstanding balance at the beginning of the year (1 July) 1,151,000 -
Performance rights granted during the period 3,668,344 1,151,000
Exercised during the period (1,026,000) -
Lapsed during the period (125,000) -
Forfeited during the year (87,586) -
None of the performance rights granted during the period have vested as at the reporting date.
050

DIRECTORS’ REPORT
For the 2012 financial year the Performance Rights have been split into two tranches, hereinafter referred to as the “First Tranche” and “Second Tranche”, to reflect
Evolution’s remuneration strategy following the merger between Catalpa Resources Limited and Conquest Mining Limited. Performance Rights issued during the
year under the LTIP generally have a term of 3 years (other than a two year period for the First Tranche) and vest based on the achievement of specific targets with
respect to:
• Evolution’s relative total shareholder return (TSR) measured against the TSR for a peer Company of 20 comparator gold mining companies (Peer Group);
(60% weighting) and
• Evolution’s net C1 cash costs per ounce ranking amongst the Peer Group (40% weighting).
The first tranche of performance rights will be tested on 30 June 2013 and the second tranche tested on 30 June 2014.
(i) TSR Performance

A total of 60% of the Performance Rights will be tested against Evolution’s TSR performance relative to the Peer Group (on the 30 June 2013) and the Second
Tranche Performance Rights will be tested on the 30 June 2014, together the “Relevant Date”.
Evolution’s TSR will be based on the percentage by which its 30-day volume weighted average share price quoted on ASX (VWAP) at the close of trade on the
Relevant Date (plus the value of any dividends paid during the performance period) has increased over the company’s 30-day VWAP at the close of trade on the
Grant Date.
The TSR for each Peer Group will be based on the percentage by which the Peer Group’s 30-day VWAP at the close of trade on the Relevant Date (plus the value
of any dividends paid during the performance period) has increased over that company’s 30-day VWAP at the close of trade on the Grant Date. The current Peer
Group selected by the Board is:
Alacer Gold Corp CGA Mining Ltd Medusa Mining Ltd Regis Resources NL
Alamos Gold Inc Dundee Precious Metals Inc New Gold Inc Resolute Mining Ltd
Allied Gold Ltd Golden Star Resources Ltd Northgate Minerals Corp 1
Semafo Inc
Aurico Gold Inc Intrepid Mines Ltd Oceana Gold Corp St Barbara Ltd
Centamin Egypt Inc Kingsgate Consolidated Ltd Perseus Mining Ltd Troy Resources NL
The Board has the discretion to adjust the composition and number of the companies in the peer group to take into account events including, but not limited to,
takeovers, mergers and demergers that might occur during the performance period.
The proportion of the TSR Performance Rights that will vest will be based on the Relevant Date TSR as compared to the 2013 or 2014 Peer Group TSRs. The
proportion of the TSR Performance Rights that will vest will be determined as follows:
Evolution TSR performance as

Level of performance achieved % of TSR Performance Rights vesting
compared to the Peer Group TSR
Threshold Top 50th percentile 33%
Above the top 50th percentile and below Straight-line pro-rata between 33% and
the top 25th percentile 66%
Target Top 25th percentile 66%
Above the top 25th percentile and below Straight-line pro-rata between 66%
the top 10th percentile and 100%
Exceptional Top 10th percentile or above 100%
1 Northgate has been taken over and has been replaced by Silver Lake for the FY13 LTIP’s.

DIRECTORS’ REPORT
(ii) C1 Cash Costs Performance

The remaining 40% of the Performance Rights will be tested against Evolution’s C1 cash costs per ounce performance relative to the Peer Group Companies
(C1 Performance Rights).
The net C1 cash costs per ounce (in Australian dollars) for Evolution and the Peer Group Company will be determined for the year ended on the Relevant Date
(Cash Costs).
The Company’s Cash Costs will be ranked against the Cash Costs for the Peer Group (Evolution’s C1 Rank).
The proportion of the C1 Costs Performance Rights that will vest will be determined based on Evolution’s C1 Rank as follows:
Level of performance achieved Evolution’s C1 Rank % of C1 Performance Rights vesting

Threshold Top 70th percentile 33%
Target Top 50th percentile 66%
Exceptional Top 35th percentile or above 100%
(iii) Performance Right valuation

The performance rights have three performance components: a market-based TSR condition, and two non-market based conditions, being C1 condition and
continued employment at the vesting date.
The fair value of the TSR Performance Rights (market-based condition) was estimated at the date of grant using Monte Carlo simulation, taking into account the
terms and conditions upon which the awards were granted.
In accordance with the rules of the plan, the valuation of the C1 Performance Rights (non-market based performance condition) is based on information from other
companies in the comparator group and not a market price or market condition. The fair value before considering expected C1 rankings against the Comparator is
essentially the share price on grant date as dividends are not considered as future dividends cannot be reliably estimated.
The following tables list the inputs to the models used for the performance rights, the fair value and number of performance rights at grant date granted
for the year:
TSR C1 TSR C1
Tranche 1 Tranche 1 Tranche 2 Tranche 2

November 2011 rights issue
Number of rights issued 400,820 267,213 400,820 267,213
Spot price ($) 1.72 1.72 1.72 1.72
Risk-free rate (%) 3.13 3.13 3.15 3.15
Term (years) 1.6 1.6 2.6 2.6
Volatility 50% 50% 50% 50%
FV at Grant Date $1.070 $1.720 $1.180 $1.720
February/April 2011 rights issue
Number of rights issued 699,683 466,456 699,683 466,456
Spot price ($) 1.865 1.865 1.865 1.865
Risk-free rate (%) 3.32 3.32 3.21 3.21
Term (years) 1.4 1.4 2.4 2.4
Volatility 50% 50% 50% 50%
FV at Grant Date $1.104 $1.865 $1.208 $1.865
For details of Director and KMP interests in options at year end, refer to Note 25.
052

DIRECTORS’ REPORT
DIRECTOR AND KEY MANAGEMENT PERSONNEL DETAILS

Except as noted, the named persons held their current positions for the whole of the financial year and up to the date of this report:
Jacob Klein Executive Chairman (appointed 19 October 2011)

James Askew Non-Executive Director (appointed 19 October 2011)
Lawrie Conway Non-Executive Director (appointed 19 October 2011)
Graham Freestone Lead Independent Director
Paul Marks Non-Executive Director (appointed 19 October 2011)
John Rowe Non-Executive Director
Peter Smith Non-Executive Director (appointed 19 October 2011)
Peter Maloney Non-Executive Chairman (resigned 18 October 2011)
Bruce McFadzean Managing Director (resigned 25 January 2012)
Murray Pollock Non-Executive Director (resigned 18 October 2011)
Barry Sullivan Non-Executive Director (resigned 18 October 2011)
The term “key management personnel” is used in this remuneration report to refer to the following Senior Executives. These are defined as having the authority
and responsibility for planning, directing and controlling the activities of the Company and are members of the senior leadership team. Except as noted, the named
persons held their current positions for the whole of the financial year and up to the date of this report:
Tim Churcher Vice President Finance & Chief Financial Officer (appointed 24 October 2011)
Aaron Colleran Vice President Business Development and Investor Relations (appointed 19 October 2011)
Evan Elstein Company Secretary and General Manager Information Technology (appointed 19 October 2011)
Mark Le Messurier Chief Operating Officer (appointed 19 October 2011)
Adrian Pelliccia General Manager Exploration (Australia)
Raelene Wyatt General Manager Human Resources
John Fraser General Manager – Edna May Gold Mine (Resigned 23 December 2011)
Paul Mason Joint Company Secretary (resigned as Company Secretary on 18 October 2011 and as Financial Controller on 27 January 2012)
Erik Palmbachs Chief Financial Officer and Joint Company Secretary (resigned as Company Secretary 18 October 2011 and as Chief Financial Officer on 29
February 2012)
Stuart Pether Vice President Project Development (resigned effective 30 June 2012)

DIRECTORS’ REPORT
REMUNERATION OF DIRECTORS AND KEY MANAGEMENT PERSONNEL

The Directors and the Company executives received the following amounts as compensation for their services as Directors and executives of the Company during
the period:
YEAR ENDED 30 JUNE 2012
POST
TOTAL FIXED
EMPLOYMENT STI LTI
REMUNERATION
BENEFITS
Non-
Base Salary Amortised
Name Monetary Superannuation Bonus Termination Total
and Fees value (x)
Benefits (ix)
Directors
Jacob Klein (i) $484,931 - $11,079 $390,600 $223,093 - $1,109,703
James Askew (i) $68,333 - - - - - $68,333
Lawrie Conway (i) $70,274 - - - - - $70,274
Graham Freestone $94,037 - $8,463 - - - $102,500
Paul Marks (i) $61,033 - $4,773 - - - $65,806
John Rowe $99,635 - $3,881 - - - $103,516
Peter Smith (i) $65,003 - - - - - $65,003
Peter Maloney (ii) $37,205 - $3,348 - - - $40,553
Bruce McFadzean (iii) $435,891 $37,725 $17,980 $70,000 $578,955 $625,019 $1,765,570
Murray Pollock (ii) $23,333 - $2,100 - - - $25,433
Barry Sullivan (ii) $21,104 - $1,899 - - - $23,003
Key Management
Personnel
Tim Churcher (iv) $265,017 - $10,517 $128,767 $32,782 - $437,083

Aaron Colleran (i) $269,418 - $11,479 $188,000 $39,403 - $508,300
Evan Elstein (i) $178,227 - $11,079 $122,600 $17,731 - $329,637
Mark Le Messurier (i) $271,980 $6,377 $11,079 $189,880 $39,797 - $519,113
Adrian Pelliccia $240,395 $9,002 $18,997 $166,300 $122,549 - $557,243
Raelene Wyatt $226,868 - $14,799 $100,000 $51,876 - $393,543
John Fraser (v) $181,987 - $19,691 - - - $201,678
Paul Mason (vi) $109,610 - $9,567 - $43,338 $45,005 $207,520
Erik Palmbachs (vii) $232,809 $25,602 $48,766 $38,000 $191,040 $298,000 $834,217
Stuart Pether (viii) $337,039 $23,493 $18,850 $146,000 $256,749 $391,527 $1,173,658
Total $3,774,129 $102,199 $228,347 $1,540,147 $1,597,313 $1,359,551 $8,601,686
(i) Employment commenced on 19 October 2011 (viii) Employment terminated on 30 June 2012
(ii) Employment terminated on 18 October 2011 (ix) Non-monetary benefits relate to fully maintained
(iii) Employment terminated on 25 January 2012 vehicles and car parking provided by the Company
(iv) Employment commenced on 24 October 2011 (x) Amortised value of share based rights comprises the
(v) Employment terminated on 23 December 2011 fair value of options and performance rights expensed
(vi) Employment terminated on 27 January 2012 during the year
(vii) Employment terminated on 29 February 2012
054

DIRECTORS’ REPORT
YEAR ENDED 30 JUNE 2011
POST
TOTAL FIXED
EMPLOYMENT STI LTI
REMUNERATION
BENEFITS
Non-
Base Salary Amortised
Name Monetary Superannuation Bonus(vi) Termination Total
and Fees value (vii)
Benefits (v)
Directors
Graham Freestone $75,000 - $6,750 - - - $81,750
Peter Maloney $89,900 - $45,600 - - - $135,500
Bruce McFadzean $447,453 $43,739 $40,446 $408,293 $162,215 - $1,102,146
Murray Pollock $70,000 - $6,300 - $213 - $76,513
John Rowe (i) $89,000 - $6,750 - $425 - $96,175
Barry Sullivan (i) $75,000 - $6,300 - $213 - $81,513
Key Management
Personnel
John Fraser $268,202 $7,859 $24,199 $46,485 $50,876 - $397,621

Paul Mason (ii) $172,508 - $15,888 $10,631 $14,357 - $213,384
Erik Palmbachs $258,026 $11,834 $24,049 $57,967 $70,347 - $422,223
Adrian Pelliccia $185,917 - $15,956 $33,640 $36,293 - $271,806
Stuart Pether $300,963 $11,887 $23,336 $84,728 $79,685 - $500,599
Graham Anderson
and Leonard Math $42,000 - - - - - $42,000
(iii), (iv)
Total 2,073,969 75,319 215,574 641,744 414,624 - 3,421,230
(i) Included in these amounts are consulting services fees paid (v) Non-monetary benefits relate to fully maintained vehicles
to Barry Sullivan of $5,000 and John Rowe of $14,000. provided by the Company.
Further information relating to fees paid to Directors and KMP’s (vi) Includes related superannuation.
are disclosed in Note 25. (vii) Amortised value of share based rights comprises the fair value
(ii) Appointed 30 December 2010. Remuneration includes 12 of options and performance rights expensed during the year.
month period for his role as Financial Controller.
(iii) Resigned 30 December 2010.
(iv) These payments are to GDA Corporate, a company in which
Graham Anderson is a Director and Leonard Math is an
employee. The fees include company secretarial, accounting
and other corporate services provided to the Company.

DIRECTORS’ REPORT
The relative proportions of remuneration that are linked to performance and those that are fixed are as follows:
Fixed Remuneration At Risk – STI At Risk – LTI (ii)
Name 2012 2011 2012 2011 2012 2011
Directors
Jacob Klein 44.7% - 35.2% - 20.1% -
James Askew 100.0% - - - - -
Lawrie Conway 100.0% - - - - -
Graham Freestone 100.0% 100.0% - - - -
Paul Marks 100.0% - - - - -
John Rowe (i) 100.0% 99.6% - - - 0.4%
Peter Smith 100.0% - - - - -
Peter Maloney 100.0% 100.0% - - - -
Bruce McFadzean 63.2% 48.2% 4.0% 37.0% 32.8% 14.7%
Murray Pollock (i) 100.0% 99.7% - - - 0.3%
Barry Sullivan (i) 100.0% 99.7% - - - 0.3%
Key Management
Personnel
Tim Churcher 63.0% - 29.5% - 7.5% -

Aaron Colleran 55.3% - 37.0% - 7.7% -
Evan Elstein 57.4% - 37.2% - 5.4% -
Mark Le Messurier 55.8% - 36.6% - 7.6% -
Adrian Pelliccia 48.2% 74.3% 29.8% 12.4% 22.0% 13.4%
Raelene Wyatt 61.4% - 25.4% - 13.2% -
John Fraser 100.0% 75.5% - 11.7% - 12.8%
Paul Mason 79.1% 88.3% - 5.0% 20.9% 6.7%
Erik Palmbachs 72.5% 69.6% 4.6% 13.7% 22.9% 16.7%
Stuart Pether 65.7% 67.2% 12.4% 16.9% 21.9% 15.9%
(i) Relates to options issued in December 2008

(ii) Comprises share options and performance rights expensed as
share based payments during the year.
056

DIRECTORS’ REPORT
EXECUTIVE SERVICE AGREEMENTS

Remuneration and other key terms of employment for the Executive Directors and Key Management Personnel are formalized in the Executive Services
Agreements table below:
Notice
Term of Total Fixed Notice Period Termination
Name Period by
Agreement Remuneration ($) by Evolution Payment
Executive
Existing Executive Directors and Key Management Personnel
800,000
Jacob Klein 12 month total fixed
Open 200,000 fixed 6 months 6 months
Executive Chairman (i) remuneration
Director’s fees
Tim Churcher 6 month total fixed

Open 415,000 3 months 6 months
Chief Financial Officer (ii) remuneration
Aaron Colleran
6 month total fixed
Vice President Business Development and Open 415,000 3 months 6 months
remuneration
Investor Relations (i)
Evan Elstein
6 month total fixed
Company Secretary and General Manager - IT Open 290,000 3 months 6 months
remuneration
and Business Systems (i)
Mark Le Messurier 6 month total fixed

Chief Operating Officer (i) remuneration
Adrian Pelliccia 6 month total fixed

General Manager – Exploration (Australia) remuneration
Raelene Wyatt 6 month total fixed

General Manager - Human Resources remuneration
Terminated Executive Directors and Key Management Personnel
Bruce McFadzean 12 month total fixed

- 650,000 6 months 6 months
Managing Director (iii) remuneration
John Fraser (iv) 1 month total fixed

- 310,000 1 month 1 month
General Manager – Edna May Gold Mine remuneration
Paul Mason (v)

3 month total fixed
Joint Company Secretary and Financial - 196,200 1 month 1 month
remuneration
Controller (Catalpa Resources Limited)
Erik Palmbachs (vi)

12 month total fixed
Joint Company Secretary and Chief Financial - 310,000 1 month 1 month
remuneration
Officer (Catalpa Resources Limited)
Stuart Pether 12 month total fixed

- 400,000 3 months 6 months
Vice President Project Development (vii) remuneration
(i) Employment commenced on 19 October 2011

(ii) Employment commenced on 24 October 2011
(iii) Employment terminated on 25 January 2012
(iv) Employment terminated on 23 December 2011
(v) Employment terminated on 27 January 2012
(vi) Employment terminated on 29 February 2012
(vii) Employment terminated on 30 June 2012

DIRECTORS’ REPORT
Fixed salary, inclusive of the required superannuation contribution amount, is reviewed annually by the Board following the end of the financial year. The amounts
set out above are the Executives’ total fixed remuneration as at 30 June 2012.
SHARE-BASED COMPENSATION & PERFORMANCE RIGHTS

The following share options granted to Directors and Key Management Personnel as remuneration were outstanding at the beginning of the period:
Fair value Fair value

per award $ of options Exercise
Awarded No Grant date Expiry date Vested %
at grant price
date
DIRECTORS
B McFadzean (i) 180,000 1-Jul-10 30-Jun-15 0.98 176,400 1.69 100%
180,000 1-Jul-10 30-Jun-15 0.98 176,400 1.69 100%
227,274 23-Dec-08 23-Dec-13 0.2 45,455 1.049 100%
227,272 23-Dec-08 23-Dec-13 0.1 22,727 1.489 100%
227,273 23-Dec-08 23-Dec-13 0.18 40,909 1.269 100%
227,273 23-Dec-08 23-Dec-13 0.14 31,818 0.829 100%
1,269,092 493,709
J Rowe 45,455 23-Dec-08 23-Dec-13 0.2 9,091 1.049 100%
45,455 23-Dec-08 23-Dec-13 0.18 8,182 1.269 100%
45,454 23-Dec-08 23-Dec-13 0.1 4,545 1.489 100%
45,456 23-Dec-08 23-Dec-13 0.14 6,364 0.829 100%
181,820 28,182
KMP’s
E Palmbachs (ii) 55,000 1-Jul-10 30-Jun-15 0.980 53,900 1.69 100%
55,000 1-Jul-10 30-Jun-15 0.980 53,900 1.69 100%
56,819 23-Dec-08 23-Dec-13 0.150 8,523 0.609 100%
56,819 23-Dec-08 23-Dec-13 0.140 10,227 0.829 100%
56,819 23-Dec-08 23-Dec-13 0.200 11,364 1.049 100%
56,819 23-Dec-08 23-Dec-13 0.180 7,955 1.269 100%
337,276 145,869
A Pelliccia 34,000 1-Jul-10 30-Jun-15 0.980 33,320 1.69 100%
34,000 33,320
S Pether (iii) 62,500 1-Jul-10 30-Jun-15 0.980 61,250 1.69 100%
62,500 1-Jul-10 30-Jun-15 0.980 61,250 1.69 100%
113,637 11-Mar-09 11-Mar-14 0.150 17,046 0.609 100%
113,637 11-Mar-09 11-Mar-14 0.140 15,909 0.829 100%
113,637 11-Mar-09 11-Mar-14 0.200 22,727 1.049 100%
113,637 11-Mar-09 11-Mar-14 0.180 20,455 1.269 100%
579,548 198,637
(i) Employment terminated on 25 January 2012

(ii) Employment terminated on 29 February 2012
(iii) Employment terminated on 30 June 2012
All share options listed above were outstanding at the end of the year. No grants of share-based payment compensation to Directors and
Key Management Personnel lapsed during the financial year.
058

DIRECTORS’ REPORT
The options were issued in accordance with the provisions of the Transaction Implementation Deed to the former Conquest Mining Limited Directors as part of the
merger with Catalpa Resources Limited, prior to the formation of Evolution Mining.
No other share options were granted to Directors and Key Management Personnel during the year.
The following performance rights were granted to Executive Directors and Key Management Personnel during the year.
Max No. of Performance Value of Performance

Name Grant Date
Rights Granted Rights at Grant Date
Directors
Jacob Klein (i) 28/11/2011 803,279 $1,094,869
Bruce McFadzean (ii) 28/11/2011 532,787 $726,189
Key Management Personnel
Tim Churcher (iii) 17/02/2012 163,665 $235,612
Aaron Colleran (i) 17/02/2012 196,721 $283,200
Evan Elstein (i) 17/02/2012 88,525 $127,440
Mark Le Messurier (i) 17/02/2012 198,689 $286,032
Adrian Pelliccia 17/02/2012 88,525 $127,440
Raelene Wyatt 17/02/2012 81,967 $118,000
(i) Employment commenced on 19 October 2011

(ii) Employment terminated on 25 January 2012
(iii) Employment commenced on 24 October 2011
Details of the performance rights plan and vesting conditions are provided on page 50 of this report.
During the year the following Directors or Key Management Personnel exercised options that were granted to them in previous years as part of their compensation.
Each option converted into one ordinary share of Evolution Mining Limited.
No. of ordinary shares Value of options

No. of options
issued on exercise of Amount paid Amount unpaid exercised at the
exercised
options during the year exercise date(ii)
Murray Pollock (i) 90,912 90,912 $108,822 - $52,092

Barry Sullivan (i) 45,458 45,458 $64,414 - $13,319

No grants of share-based payment compensation to Directors and Key Management Personnel lapsed in the current financial year.
The value of share-based payments granted during the period is recognised in compensation over the vesting period of the grant, in accordance with Australian
Accounting Standards.

DIRECTORS’ REPORT
SHARES UNDER OPTION

At the date of this report, the Company has 13,666,474 unissued shares under option with exercise prices ranging between $0.609 and $3.062 and with expiry
dates between 19 October 2012 and 25 November 2016.
The holders of these options, which are unlisted, do not have the right, by virtue of the option, to participate in any share issue of the Company.
Details of shares issued during and up to the date of this report as a result of exercise of unlisted and listed options issued by the Company are:
No. of
Opening Options
Amount Amount
Balance as Converted Options Closing
Date Details Paid for Unpaid for
at 1 July into Expired Balance
the Shares the Shares
2011 Ordinary
Shares
Listed
5,177,542
Options
04/08/2011 Conversion 118,977 $1.10 - 5,036,565

06/09/2011 Conversion 84,250 $1.10 - 4,952,315
11/10/2011 Conversion 643,870 $1.10 - 4,308,445
27/10/2011 Conversion 1,569,409 $1.10 - 2,739,036
31/10/2011 Conversion 2,601,813 $1.10 - 159,223
04/11/2011 Cancellation 159,223 -
30/06/2012 Total 5,018,319 159,223 Nil
Unlisted
8,739,624
Options
21/10/2011 Conversion 45,455 0.867 - 8,694,169

21/10/2011 Conversion 45,457 1.087 - 8,648,712
21/10/2011 Conversion 45,456 1.307 - 8,603,256
21/10/2011 Conversion 45,456 1.527 - 8,557,800
17/11/2011 New issue (i) 11,324,738 19,882,538
03/11/2011 Conversion 22,730 1.527 - 19,859,808
03/11/2011 Conversion 22,728 1.307 - 19,837,080
21/02/2012 Conversion 50,000 1.69 - 19,787,080
21/02/2012 Conversion 6,060,606 0.825 - 13,726,474
05/8/2012 Expired 60,000 13,666,474
30/06/2012 Total 6,337,888 60,000 13,666,474
(i) The new issue of options over ordinary shares in Evolution Mining on 17/11/2011 was issued as a replacement for the Conquest Mining
Limited options following the merger between Catalpa Resources Limited and Conquest Mining Limited.
060

DIRECTORS’ REPORT
IMDEMNIFICATION OF OFFICERS AND AUDITORS

During the financial year the Company paid a premium in respect of a contract insuring the Directors of the Company, the company secretaries and all executive
officers of the Company and of any related body corporate against a liability incurred as such a Director, secretary or executive officer to the extent permitted by
the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
The Company has entered into a Deed of Indemnity, Insurance and Access with each Director. In summary the Deed provides for:
• Access to corporate records for each Director for a period after ceasing to hold office in the Company;
• The provision of Directors and Officers Liability Insurance; and
• Indemnity for legal costs incurred by Directors in carrying out the business affairs of the Company.
Except for the above the Company has not otherwise, during or since the financial year, except to the amount permitted by law, indemnified or agreed to indemnify
an officer or auditor of the Company or of any related body corporate against a liability incurred as such an officer or auditor.
NON-AUDIT SERVICES
Details of amounts paid or payable to the auditor for non-audit services provided during the period by the auditor are detailed in Note 26. The Directors are
satisfied that the provision of non-audit services during the period by the auditor is compatible with the general standard of independence for auditors imposed by
the Corporations Act 2001.
The Directors are of the opinion that the services disclosed in Note 26 to the financial statements do not compromise the external auditor’s independence, based
on the Auditor’s representations and appraisal and advice received from the Audit Committee, for the following reasons:
• All non-audit services have been reviewed to ensure they do not impact the integrity and objectivity of the auditor; and
• None of the services undermine the general principles relating to auditor independence as set out in Code of Conduct APES 110 Code of Ethics for
Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting
in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards.

DIRECTORS’ REPORT
AUDITOR’S INDEPENDENCE DECLARATION

The Auditor’s Independence Declaration is included on page 63 of the financial report.
ROUNDING OFF AMOUNTS

The Company is a company of the kind referred to in ASIC Class Order 98/0100, dated 10 July 1998, and in accordance with that Class Order amounts in the
directors’ report and the financial report are rounded to the nearest thousand dollars unless otherwise indicated.
Signed in accordance with a resolution of the directors made pursuant to s306(3) of the Corporations Act 2001.
On behalf of the Directors
Jacob Klein Graham Freestone

Executive Chairman Lead Independent Director and
Chair of the Audit Committee
Sydney
30 August 2012
062
AUDITORS’ INDEPENDENCE
DECLARATION

CONSOLIDATED Statement of
Comprehensive Income
Consolidated
Year ended
30 June 2012 30 June 2011
Notes $’000 $’000
Sales revenue 469,484 121,870

Cost of sales 5 (337,697) (101,757)
Gross profit 131,787 20,113
Interest income 5,633 1,626
Fair value re-measurement of previously held interest in the

22 2,757 -
Cracow gold mine
Exploration and evaluation costs expensed as incurred (5,482) (2,631)

Share based payments expense 23 (2,299) (560)
Corporate administration costs 5 (28,762) (8,366)
Costs related to business combinations 22 (28,518) (974)
Other income 735 -
Finance costs 5 (9,368) (5,253)
Profit before income tax expense 66,483 3,955
Income tax expense 6 (29,170) (6,258)
Profit/(Loss) for the year attributable to owners of the parent 37,313 (2,303)
Other comprehensive income/(loss), net of income tax

Change in fair value of available for sale financial assets (net of tax) (5,770) 157
Total comprehensive income/(loss) for the year attributable to

31,543 (2,146)
owners of the parent
Earnings per share

Basic profit/(loss) cents per share 24 7.10 (1.37)
Diluted profit/(loss) cents per share 24 6.94 (1.37)
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
064
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
Consolidated
30 June 2012 30 June 2011
Notes $’000 $’000
Current assets
Cash and cash equivalents 21 141,784 30,051
Trade and other receivables 7 27,939 2,719
Inventories 8 35,144 18,099
Other current assets 9 14,306 1,255
Total current assets 219,173 52,124
Non-current assets
Other financial assets 10 3,714 784
Other non-current assets 11 122 864
Property, plant and equipment 12 265,079 103,367
Mine development and exploration 13 758,687 60,526
Inventories 8 4,308 -
Deferred tax asset 6 - 7,831
Goodwill 14 18,365 -
Total non-current assets 1,050,276 173,372
Total assets 1,269,449 225,496
Current liabilities
Trade and other payables 15 110,440 19,496
Interest bearing liabilities 17 18,392 15,133
Provisions 16 8,550 1,716
Total current liabilities 137,382 36,345
Non-current liabilities
Interest bearing liabilities 17 17,454 29,620
Deferred Tax Liability 6 10,711 -
Provisions 16 47,483 4,840
Total non-current liabilities 75,648 34,460
Total liabilities 213,030 70,805
Net assets 1,056,418 154,691
Equity
Issued capital 18 1,045,751 185,465
Reserves 19 9,429 5,301
Accumulated earnings/(losses) 20 1,238 (36,075)
Total equity 1,056,418 154,691
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes

CHANGES IN EQUITY
Consolidated Share-based Fair value

Issued payments Revaluation Accumulated Total
capital reserve Reserve Losses equity
$’000 $’000 $’000 $’000 $’000
Balance at 1 July 2010 162,613 4,584 - (28,469) 138,728
Correction of error * (5,303) (5,303)
Restated total equity 162,613 4,584 - (33,772) 133,425
Loss for the year - - - (2,303) (2,303)
Other comprehensive income for the year :
Fair value gain on available for sale
- - 157 - 157
financial assets, net of tax
Total comprehensive loss for
- - 157 (2,303) (2,146)
the year
Issue of share capital** 22,852 - - - 22,852

Recognition of share-based payments - 560 - - 560
Balance at 30 June 2011 185,465 5,144 157 (36,075) 154,691
* The opening balance as at 1 July 2010 has been restated for an error in the opening tax balances relating
to property, plant and equipment and other assets.
** Issue proceeds net of transaction costs
Consolidated Share-based Fair value Accumulated

Issued payments Revaluation Earnings Total
capital reserve Reserve /(Losses) Equity
$’000 $’000 $’000 $’000 $’000
Balance at 1 July 2011 185,465 5,144 157 (36,075) 154,691
Profit for the year - - - 37,313 37,313
Other comprehensive income for the year:
Fair value loss on available for sale

- - (5,770) - (5,770)
financial assets, net of tax
Total comprehensive income

- - (5,770) 37,313 31,543
for the year
Issue of share capital (Note 18) 865,377 - - - 865,377

Transaction costs on share issues (5,091) - - - (5,091)
Cost of replacement options - 7,525 - - 7,525
Other - 74 - - 74
Recognition of share-based payments - 2,299 - - 2,299
Balance at 30 June 2012 1,045,751 15,042 (5,613) 1,238 1,056,418
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
066
CASH FLOWS
Consolidated
Year ended
30 June 2012 30 June 2011
Notes $’000 $’000
Cash flows from operating activities
Receipts from sales of gold 448,499 121,870
Payments to suppliers and employees (inclusive of goods and

(275,499) (96,675)
services tax)
Interest received 5,559 1,626

Interest paid (6,275) (4,362)
Net cash provided by operating activities 21 172,284 22,459
Cash flows from investing activities

Purchase of property, plant and equipment (55,783) (22,990)
Payment for mine development and exploration (161,019) (28,359)
Cash acquired on acquisition of Conquest Mining Limited 22 12,748 -
Maturity of/(investments in) term deposits 895 (865)
Proceeds on the disposal of investments 2 -
Gold sale receipts capitalised - 21,481
Interest paid and capitalised - (1,921)
Net cash used in investing activities (203,157) (32,654)
Cash flows from financing activities

Proceeds from issue of equity securities 163,346 22,852
Transaction costs of issuing shares (5,091) -
Repayment of interest bearing liabilities (15,649) (17,719)
Net cash provided by financing activities 142,606 5,133
Net increase/(decrease) in cash and cash equivalents 111,733 (5,062)

Cash and cash equivalents at the beginning of the year 30,051 35,113
Cash and cash equivalents at the end of the year 21 141,784 30,051
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

Notes to the
Financial Statements
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently
applied to all the years presented, unless otherwise stated. The financial statements are for the consolidated entity consisting of Evolution Mining Limited and its
subsidiaries (“Evolution” or “Group”).
(a) Basis of preparation

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board and the Corporations Act 2001. Evolution is a for-profit entity for the purpose of preparing the financial statements.
The consolidated financial statements of the Group also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting
Standards Board (IASB). These financial statements have been prepared on the basis of historical cost, except for the revaluation of certain available for sale
financial assets. Cost is based on the fair values of the consideration given in exchange for assets.
The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the
process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates
are significant to the financial statements are disclosed in Note 2.
The Group did not adopt any new and/or revised Accounting Standards, Amendments and Interpretations from 1 July 2011 which had an effect on the financial
position or performance of the Group. The Group has also not elected to apply any pronouncements before their operative date in the annual reporting period
beginning 1 July 2011.
The June 2012 year results and balances reflect twelve months of Catalpa Resources (100% Edna May and 30% of Cracow operations), the consolidation of
Conquest Mining Limited from 17 October 2011 and the consolidation of Mt Rawdon and a 70% interest in Cracow from 2 November 2011. Comparative data is
based on the Group’s results before the business combinations outlined in Note 22.
(b) Principles of consolidation

(i) Business Combinations
Business combinations are accounted for by applying the acquisition method as at the acquisition date, which is the date on which control is transferred to the
Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
Consideration is measured at the fair value of the assets transferred, liabilities incurred and equity interests issued by the Group on acquisition date. Consideration
also includes the acquisition date fair values of any contingent consideration arrangements, any pre-existing equity interests in the acquiree and share-based
payment awards of the acquiree that are required to be replaced in a business combination. Where equity instruments are issued as part of the consideration, the
value of the equity instruments is their published market price at the acquisition date unless, in rare circumstances it can be demonstrated that the published price
at acquisition date is not fair value and that other evidence and valuation methods provide a more reliable measure of fair value.
Identifiable assets acquired and liabilities and contingent liabilities assumed in business combinations are, with limited exceptions, initially measured at their fair
values at acquisition date. Goodwill represents the excess of the consideration transferred and the amount of the non-controlling interest in the acquiree over fair
value of the identifiable net assets acquired. If the consideration and non-controlling interest of the acquiree is less than the fair value of the net identifiable assets
acquired, the difference is recognised in profit or loss as a bargain purchase price, but only after a reassessment of the identification and measurement of the net
assets acquired.
Acquisition related costs are expensed when incurred. Transaction costs arising on the issue of equity instruments are recognised directly in equity.
Where settlement of any part of the cash consideration is deferred, the amounts payable in future are discounted to present value at the date of exchange using
the entity’s incremental borrowing rate as the discount rate.
If the Group holds a non-controlling equity investment in an acquiree immediately before obtaining control, the Group re-measures that previously held equity
investment at its acquisition date fair value and recognises any resulting gain or loss in profit or loss.
Acquisitions of non-controlling interests are accounted for as transactions with equity holders in their capacity as equity holders and no goodwill is recognised as a
result of these transactions.
068
Notes to the
(ii) Subsidiaries
Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the consolidated financial statements from the date that
control commences until that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted
by the Group.
(iii) Joint venture arrangements
Until the acquisition on 2 November 2011, the Group had an interest in a joint venture that is a jointly controlled operation being a 30% interest in Cracow. A joint
venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control. A jointly controlled operation
involves use of assets and other resources of the venturers rather than establishment of a separate entity. The Group recognises its interest in the jointly controlled
operation by recognising its interest in the assets and the liabilities of the joint venture. The Group also recognises the expenses that it incurs and its share of the
income that it earns from the sale of goods or services by the jointly controlled operation.
(iv) Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated
financial statements. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group’s
interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
(v) Change in ownership interests
The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in
ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the
subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received in recognised in a separate
reserve within equity attributable to owners of Evolution.
When the Group ceases to have control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value with the change in
carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as
an associate, jointly controlled entity or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are
accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive
income are reclassified to profit or loss. If the ownership interest in a jointly-controlled entity or an associate is reduced but joint control or significant influence is
retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.
(c) Operating Segments

An operating segment is a component of equity that engages in business activities from which it may earn revenues and incur expenses, whose operating results
are reviewed regularly by the entity’s chief operating decision makers.
The Group has identified its operating segments based on the internal reports that are reviewed and used by the Executive Chairman and the management team
(the chief operating decision makers) in assessing performance and in determining the allocation of resources. The Group has identified its operating segments as
being Edna May, Cracow, Mt Rawdon and Pajingo mine sites, with Mt Carlton and Corporate combined for reporting purposes.
(d) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefit will flow to the entity and the revenue can be reliably measured. Revenue is
measured at the fair value of the consideration received or receivable. The following specific recognition criteria must also be met before revenue is recognised.
Metal Sales
Revenue from sales of refined metals is recognised when the significant risks and rewards of ownership have passed to the buyer and can be reliably measured,
which means the following:
• The product is in a form suitable for delivery and no further processing is required by or on behalf of the consolidated entity;
• The quantity and quality (grade) of the product can be determined with reasonable accuracy;
• The product has been dispatched to the customer and is no longer under the physical control of the consolidated entity;
• The selling price can be measured reliably;
• It is probable that the economic benefits associated with the transaction will flow to the consolidated entity; and
• The costs incurred, or expected to be incurred, in respect of the transaction can be measured reliably.
As a result of the above policy generally revenue is recognised at time of shipment. Where metal is delivered into the physical gold delivery contract with Macquarie
Bank Limited (‘Macquarie’) revenue is recognised at the time of the metal transfer into to the Macquarie metals account. Refined bullion at the mint awaiting metal
transfer to Macquarie’s account is treated as inventory as significant risks and rewards have not passed to the buyer.

Notes to the
Interest Income
Interest income is recognised based on the control of the right to receive the interest payment as it accrues in profit and loss using the effective interest method.
(e) Income tax

The income tax expense or benefit for the period is the tax payable on the current period’s taxable income based on the national income tax rate for each
jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where
the Company’s subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to
the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying
amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability
in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax
is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related
deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to
utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities
where the Company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the
foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances
relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to
settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax balances attributable to amounts recognised directly in other comprehensive income or equity are also recognised directly in other
comprehensive income or equity.
Tax Consolidation Legislation

Evolution and its wholly owned Australian controlled entities have implemented the tax consolidation legislation. As a consequence these entities are taxed as a
single entity and the deferred tax assets and liabilities of these entities are set off in the consolidated financial statements.
Evolution Mining Limited is the head entity of the tax consolidated group and each member of the group account for their own current and deferred tax amounts.
These tax amounts are measured as if each entity in the tax consolidated group continues to be a stand-alone taxpayer in its own right. In addition to its own
current and deferred tax amounts, Evolution Mining Limited also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax
losses and unused tax credits assumed from controlled entities in the tax consolidated group.
The entities have also entered into a tax funding agreement under which the wholly owned entities fully compensate Evolution Mining Limited for any current tax
payable assumed and are compensated Evolution Mining Limited for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax
credits that are transferred to Evolution Mining Limited under the tax consolidation legislation. The funding amounts are determined by reference to the amounts
recognised in the wholly owned entities’ financial statements.
The amounts receivable/payable under the tax funding agreement is due upon receipt of the funding advice from the head entity, which is issued as soon as
practicable after the end of each financial year. The head entity may also require payment of interim funding amounts to assist with its obligations to pay tax
instalments.
Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as current amounts receivable from or payable to other
entities in the group.
Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or
distribution from) wholly owned tax consolidated entities.
070
Notes to the
(f) Leases
Leases of property, plant and equipment where the Group, as lessee, has substantially all the risks and rewards of ownership are classified as finance leases.
Finance leases are capitalised at the lease’s inception at the fair value of the leased property or, if lower, the present value of the minimum lease payments. The
corresponding rental obligations, net of finance charges, are included in other short-term and long-term payables. Each lease payment is allocated between the
liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining
balance of the liability for each period. The property, plant and equipment acquired under finance leases is depreciated over the shorter of the asset’s useful life
and the life of the mine.
Leases where a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases. Payments
made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the
lease.
(g) Impairment of assets

Goodwill is not amortised and is tested for impairment annually or more frequently if events or changes in circumstances indicate that goodwill may be impaired.
At each reporting date, the Group reviews the carrying amounts of its tangible and other intangible assets to determine whether there is any indication that those
assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the
impairment loss (if any). Where the asset does not generate cash in-flows that are independent from other assets, the Group estimates the recoverable amount of
the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the
estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating
unit) is reduced to its recoverable amount. An impairment loss is recognised in profit or loss immediately.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable
amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss
been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised in profit or loss immediately.
(h) Cash and cash equivalents

For cash flow statement presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term
highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to insignificant
risk of changes in value, and bank overdrafts.
(i) Trade and other receivables

Receivables are recognised and carried at original invoice amount less a provision for any uncollectible debts. An estimate for doubtful debts is made when
collection of the full amount is no longer probable. Bad debts are written-off as incurred.
(j) Inventories
Gold in solution form, gold dore, refined gold bullion, stockpiled ore, concentrates and work in progress are physically measured or estimated and valued at
the lower of cost and net realisable value. Cost represents the weighted average cost and includes direct costs and an appropriate portion of fixed and variable
production overhead expenditure, including depreciation and amortisation, incurred in converting materials into finished goods.
Materials and supplies are valued at the lower of cost and net realisable value. Any provision for obsolescence is determined by reference to specific stock items
identified. A regular and ongoing review is undertaken to establish the extent of surplus items and a provision is made for any potential loss on their disposal.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make
the sale.

Notes to the
(k) Investments and other financial assets

Classification
The Group classifies its investments in the following categories: financial assets at fair value through profit or loss, loans and receivables, held-to-maturity
investments and available-for-sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines
the classification of its investments at initial recognition and, in the case of assets classified as held-to-maturity, re-evaluates this designation at each reporting
date. The Group may choose to reclassify the financial assets depending on change in intentions and circumstances.
(i) Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the
purpose of selling in the short term. Derivatives are classified as held-for-trading unless they are designated as hedges.
(ii) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current
assets, except for those with maturities greater than 12 months after the balance sheet date which are classified as non-current assets. Loans and receivables are
included in trade and other receivables in the statement of financial position.
(iii) Available-for-sale financial assets
Available-for-sale financial assets, comprising principally marketable equity securities, are non-derivatives that are either designated in this category or not
classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the
balance sheet date.
Recognition and derecognition

Regular purchases and sales of financial assets are recognised on trade-date, which is the date on which the Group commits to purchase or sell the asset.
Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried
at fair value through profit or loss is initially recognised at fair value and transaction costs are expensed to profit or loss. Financial assets are derecognised when
the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and
rewards of ownership.
When securities classified as available-for-sale are sold, the accumulated fair value adjustments recognised in other comprehensive income are included in profit or
loss as gains and losses from investment securities.
Subsequent measurement
Loans and receivables and held-to-maturity investments are carried at amortised cost using the effective interest method.
Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Gains or losses arising from changes
in the fair value of the ‘financial assets at fair value through profit or loss’ category are presented in profit or loss within other income or other expenses in the
period in which they arise. Changes in the fair value of securities classified as Available for Sale are recognised in the other comprehensive income.
Dividend income from financial assets at fair value through profit or loss is recognised in profit or loss as part of revenue when the Group’s right to receive
payments is established.
Fair value
The fair values of quoted investments are based on last trade prices. If the market for a financial asset is not active (and for unlisted securities), the Group
establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially
the same, discounted cash flow analysis, and option pricing models making maximum use of market inputs and relying as little as possible on entity-specific
inputs.
Impairment
The Group assesses at each balance date whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of equity
securities classified as available-for-sale, a significant or prolonged decline in the fair value of a security below its cost is considered as an indicator that the
securities are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the difference between the acquisition
cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss – is removed from equity and recognised in
profit or loss. Impairment losses recognised in profit or loss on equity instruments classified as available-for-sale are not reversed through the income statement.
072
Notes to the
(l) Fair value estimation

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. The fair value of financial
instruments traded in active markets (such as publicly traded derivatives, and trading and available-for-sale securities) is based on quoted market prices at the
balance sheet date. The quoted market price used for financial assets held by the Group is the last trade price. The carrying value less impairment provision of
trade receivables and payables are assumed to approximate their fair values due to their short-term nature.
(m) Mine development and exploration

(i) Mine development
In open pit mining operations, it is necessary to remove overburden and other waste materials to access ore from which minerals can be extracted economically.
The process of mining overburden and waste materials is referred to as stripping. During the development of a mine (or pit), before production commences,
stripping costs are capitalised as mine development.
During the production stage of some pits, further development of the pit may require a phase of unusually high overburden removal activity that is similar in nature
to pre-production pit development. This typically occurs when ‘cut-backs’ are made to gain access to a specific section of the ore body. The costs of such
unusually high overburden removal activity are also capitalised as mine development.
Mine development costs are amortised on a units of production basis over the life of the pit to which they relate. In applying the units of production method,
amortisation is calculated using the expected total contained ounces within the pit to achieve a consistent amortisation rate per ounce. To achieve this, the
amortisation rate is based on the ratio of total pit development costs (incurred and anticipated) over the expected total contained ounces.
Change in policy from 1 July 2011
A voluntary change in accounting policy on mine development has been applied from 1 July 2011 to align the accounting treatment across the new operations
within the Group. Previously, all costs associated with open pit ‘cut-back’ activity were treated as deferred mining expenditure rather than as a mine development
asset. This change has resulted in an increased cost of goods sold including higher depreciation and amortisation charge, with a net impact of $17.111 million
reduction in the profit before tax for the year. The impact on the prior period has not been determined as it is impractical to determine the effect of this change in
policy on prior periods.
(ii) Exploration and evaluation expenditure
Exploration and evaluation activity involves the search for mineral resources, the determination of technical feasibility and the assessment of commercial viability of
an identified resource. Exploration and evaluation activity includes:
• researching and analysing historical exploration data;
• gathering exploration data through topographical, geochemical and geophysical studies;
• exploratory drilling, trenching and sampling;
• determining and examining the volume and grade of the resource;
• surveying transportation and infrastructure requirements; and
• conducting market and finance studies.
Early stage exploration expenditure on new areas of interest are expensed as incurred. Exploration and evaluation expenditure is capitalised in relation to areas of
interest in or around producing mines or where management believes the costs are recoverable.
Exploration expenditure for each area of interest is carried forward as an asset provided the rights to tenure of the area of interest are current and one of the
following conditions is met:
• the exploration and evaluation expenditures are expected to be recouped through successful development and exploitation of the area of interest, or
alternatively, by its sale; and
• exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the
existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing.
An impairment review is performed, either individually or at the cash-generating unit level, when there are indicators that the carrying amount of the assets may
exceed their recoverable amounts. To the extent that this occurs, the excess is fully provided against, in the financial year in which this is determined. Exploration
and evaluation assets are reassessed on a regular basis and these costs are carried forward provided that at least one of the conditions outlined above is met.
Administration costs that are not directly attributable to a specific exploration area are charged to the income statement. Expenditure is transferred to mine
development assets once the work completed to date supports the future development of the property and such development receives appropriate approvals.

Notes to the
(n) Deferred mining expenditure

The Group incurs costs of removing overburden and other waste during the production phase of a pit. Other than unusually high overburden removal in cutback
campaigns (referred to in Note 1(m) above), these costs are deferred where this is the most appropriate basis for matching the costs against the related economic
benefits and the effect is material. This is generally the case where there are fluctuations in stripping costs over the life of a pit.
The amount of stripping costs expensed or deferred is based on the stripping ratio which is determined by dividing the tonnage of waste mined (excluding any
waste associated with mine development) by the quantity of ore mined. Stripping costs incurred in the period are deferred as other assets to the extent that
the current period stripping ratio exceeds the life of pit ratio. Such deferred costs are then expensed in subsequent periods to the extent that the current period
stripping ratio falls short of the life of pit stripping ratio.
The impact of changes in the estimated life of pit stripping ratios is accounted for prospectively from when the change is determined.
Deferred mining expenditure is recognised in other current assets.
(o) Property, plant and equipment

Land is carried at historical cost. All plant and equipment is stated at historical cost less depreciation. Historical cost is fair value of the item at acquisition date and
includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic
benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is
derecognised. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.
Land is not depreciated. Depreciation of plant and equipment is calculated using the straight line method to allocate their cost, net of their residual values, over
their estimated useful lives. The rates vary between 10% and 33% per annum.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset’s carrying amount is written down
immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are
determined by comparing proceeds with carrying amount. These are included in profit or loss.
(p) Goodwill
Goodwill acquired in a business combination is initially measured at cost, being the excess of the consideration transferred over the fair value of the net identifiable
assets acquired and liabilities assumed. After initial recognition, goodwill is measured at cost less any accumulated impairment losses.
Impairment is determined by comparing the carrying amount of goodwill in comparison to the value of relevant assets. Impairment losses recognised for goodwill
are not subsequently reversed.
(q) Intangible Assets

Mining Tenements, Mining Rights and Mining Information
Mining tenements have a finite useful life and are carried at cost less, where applicable, any accumulated amortisation and accumulated impairment losses.
The carrying values of mining tenements and mining rights are reviewed to ensure they are not in excess of their recoverable amounts. Amortisation of mining
tenements and mining rights commences from the date when commercial production commences or in the case of the acquisitions, from the date of acquisition
and is charged to the profit or loss. Mining tenements are amortised over the life of the mine using units of production basis in ounces.
Mining information has a finite useful life and is carried at cost less accumulated amortisation. Mining Information amortisation is recognised over the period that
the information is expected to remain relevant.
The amortisation of the above intangibles is classified as a cost of sale.
(r) Trade and other payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. The amounts are
unsecured and are paid on normal commercial terms.
074
Notes to the
(s) Borrowings
Borrowings are initially recognised at fair value, net of transaction and establishment costs incurred. Borrowings are subsequently measured at amortised cost.
Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using
the effective interest method.
Borrowings are removed from the statement of financial position when the obligation specified in the contract is discharged, cancelled or expired. The difference
between the carrying amount of the financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash
assets transferred or liabilities assumed, is recognised in other income or other expenses.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting
date.
(t) Borrowing costs

Borrowing costs incurred for the construction of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for
its intended use or sale. Other borrowing costs are expensed.
(u) Site restoration

Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal and rehabilitation of the site in
accordance with the requirements of the mining permits. Such costs are determined using estimates of future costs, current legal requirements and technology.
Costs of site restoration are recognised in full at present value as a non-current liability. An equivalent amount is capitalised as part of the cost of the asset when
an obligation arises to decommission or restore a site to a certain condition after abandonment as a result of bringing the assets to its present location. The
capitalised cost is amortised over the life of the project and the provision is accreted periodically as the discounting of the liability unwinds. The unwinding of the
discount is recorded as interest expense.
Any changes in the estimates for the costs or other assumptions are accounted for on a prospective basis. In determining the costs of site restoration there is
uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. The costs are determined on the basis that
restoration will be completed within one year of abandoning a site.
(v) Royalties
Western Australian State government royalties and other royalties payable under existing agreements are payable on production and are therefore recognised
on delivery of gold dore to the refinery. Queensland State government royalties are payable on a revenue basis and therefore recognised at the time of revenue
recognition.
(w) Employee benefits

(i) Wages and salaries, annual leave and other employee benefits
Provision is made for employee benefits accumulated as a result of employees rendering services up to the reporting date. These benefits include wages and
salaries, annual leave, and long service leave.
Liabilities arising in respect of wages and salaries, annual leave and any other short-term employee benefits are measured at their nominal amounts based
on remuneration rates which are expected to be paid when the liability is settled. All other employee benefit liabilities are measured at the present value of the
estimated future cash outflow to be made in respect of services provided by employees up to the reporting date. In determining the present value of future cash
outflows, the market yield as at the reporting date on national government bonds, which have terms to maturity approximating the terms of the related liability, are
used.
(ii) Share based payments
The Group provides benefits to its employees (including key management personnel) in the form of share-based payments, whereby employees render services
in exchange for shares or rights over shares (equity-settled transactions). The Group provides awards to its employees and directors through the Company’s
Employee Share Option and Performance Rights Plan. Shares and options may also be issued directly to other parties.
Vesting conditions that are linked to the price of shares of the Company (market conditions) are taken into account when determining the fair value of equity settled
transactions. Other vesting conditions such as service conditions are excluded from the measurement of fair value but are considered in estimating the number of
investments that may ultimately vest.

Notes to the
The cost of these equity-settled transactions is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair
value is determined using a Black Scholes model. A Monte Carlo simulation in conjunction with the Black Scholes model is applied to take into account any
market conditions associated with an award.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service
conditions are fulfilled (the vesting period), ending on the date on which the relevant employees become fully entitled to the award (the vesting date).
At each subsequent reporting date until vesting, the cumulative charge to the statement of comprehensive income is the product of:
(a) The grant date fair value of the award.
(b) The current best estimate of the number of awards that will vest, taking into account such factors as the likelihood of employee turnover during the vesting
period and the likelihood of non-market performance conditions being met.
(c) The expired portion of the vesting period.
The charge to the statement of comprehensive income for the period is the cumulative amount as calculated above less the amounts already charged in previous
periods. There is a corresponding entry to equity.
Until an award has vested, any amounts recorded are contingent and will be adjusted if more or fewer awards vest than were originally anticipated to do so. Any
award subject to a market condition or non-vesting condition is considered to vest irrespective of whether or not that market condition or non-vesting is fulfilled,
provided that all other conditions are satisfied.
If a non-vesting condition is within the control of the Company or the participant, the failure to satisfy the condition is treated as a cancellation. If a non-vesting
condition within the control of neither the Group, Company nor employee is not satisfied during the vesting period, any expense for the award not previously
recognised is recognised over the remaining vesting period, unless the award is forfeited.
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. An additional expense
is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee, as
measured at the date of modification. If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet
recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on
the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
(x) Issued capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax,
from the proceeds.
(y) Earnings per share

(i) Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company, excluding any costs of servicing equity other than
ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued
during the year.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest
and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no
consideration in relation to dilutive potential ordinary shares.
076
Notes to the
(z) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In
this case it is recognised as part of the cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation
authority is included with other receivables or payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable
to the taxation authority, are presented as operating cash flow.
(aa) Rounding of amounts

All amounts are presented in Australian dollars, unless otherwise noted. The Company is a company of the kind referred to in ASIC Class Order 98/0100, dated
10 July 1998, and in accordance with that Class Order amounts in the Directors’ report and the financial report are rounded off to the nearest thousand dollars,
unless otherwise stated.
(bb) New standards and interpretations not yet adopted

The Group did not adopt any new and/or revised Accounting Standards, Amendments and Interpretations from 1 July 2011 which had an effect on the financial
position or performance of the Group.
The Group has not elected to early adopt any other new standards, amendments or interpretations that are issued but are not yet effective. Certain new
accounting standards and interpretations have been published that are not mandatory for 30 June 2012 reporting periods. The Group’s assessment of the impact
of these new standards and interpretations is set out below.
AASB 9 Financial Instruments, AASB 2009‑11 Amendments to Australian Accounting Standards arising from AASB 9 and AASB 2010-7 Amendments to
Australian Accounting Standards arising from AASB 9 (December 2010) (effective from 1 January 2013*)
AASB 9 Financial Instruments addresses the classification, measurement and derecognition of financial assets and financial liabilities. The standard is not
applicable until 1 January 2013* but is available for early adoption. When adopted, the standard will affect in particular the Group’s accounting for its available-for-
sale financial assets, since AASB 9 only permits the recognition of fair value gains and losses in other comprehensive income if they relate to equity investments
that are not held for trading.
There will be no impact on the Group’s accounting for financial liabilities, as the new requirements only affect the accounting for financial liabilities that are
designated at fair value through profit or loss and the Group does not have any such liabilities. The derecognition rules have been transferred from AASB 139
Financial Instruments: Recognition and Measurement and have not been changed. The Group has not yet decided when to adopt AASB 9.
* In December 2011, the IASB delayed the application date of IFRS 9 to 1 January 2015. The AASB is expected to make an equivalent amendment to AASB 9
shortly.
AASB 10 Consolidated Financial Statements

AASB 10 replaces all of the guidance on control and consolidation in AASB 127 Consolidated and Separate Financial Statements, and Interpretation 12
Consolidation – Special Purpose Entities. The core principle that a consolidated entity presents a parent and its subsidiaries as if they are a single economic entity
remains unchanged, as do the mechanics of consolidation. However, the standard introduces a single definition of control that applies to all entities. It focuses
on the need to have both power and rights or exposure to variable returns. Power is the current ability to direct the activities that significantly influence returns.
Returns must vary and can be positive, negative or both. Control exists when the investor can use its power to affect the amount of its returns. There is also new
guidance on participating and protective rights and on agent/principal relationships. While the Group does not expect the new standard to have a significant
impact on its composition, it has yet to perform a detailed analysis of the new guidance in the context of its various investees that may or may not be controlled
under the new rules.
AASB 13 Fair Value Measurement and AASB 2011-8 Amendments to Australian Accounting Standards arising from AASB 13 (effective 1 January 2013)
AASB 13 was released in September 2011. It explains how to measure fair value and aims to enhance fair value disclosures. The Group has yet to determine
which, if any, of its current measurement techniques will have to change as a result of the new guidance. It is therefore not possible to state the impact, if any, of
the new rules on any of the amounts recognised in the financial statements. However, application of the new standard will impact the type of information disclosed
in the notes to the financial statements. The Group does not intend to adopt the new standard before its operative date, which means that it would be first applied
in the annual reporting period ending 30 June 2014.

Notes to the
AASB 1053 Application of Tiers of Australian Accounting Standards and AASB 2010-2 Amendments to Australian Accounting Standards arising from Reduced
Disclosure Requirements (effective 1 July 2013)
On 30 June 2010 the AASB officially introduced a revised differential reporting framework in Australia. Under this framework, a two-tier differential reporting regime
applies to all entities that prepare general purpose financial statements. As Evolution is listed on the ASX, it is therefore not eligible to adopt the new Australian
Accounting Standards – Reduced Disclosure Requirements. As a consequence, the two standards will have no impact on the financial statements of the entity.
AASB 2011-9 Amendments to Australian Accounting Standards – Presentation of Items of Other Comprehensive Income(effective 1 July 2012)
In September 2011, the AASB made an amendment to AASB 101 Presentation of Financial Statements which requires entities to separate items presented in other
comprehensive income into two groups, based on whether they may be recycled to profit or loss in the future. This will not affect the measurement of any of the
items recognised in the balance sheet or the profit or loss in the current period. The Group intends to adopt the new standard from 1 July 2012.
AASB 2011-4 Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirements (effective 1 July 2013)
In July 2011 the AASB decided to remove the individual key management personnel (KMP) disclosure requirements from AASB 124 Related Party Disclosures, to
achieve consistency with the international equivalent standard and remove a duplication of the requirements with the Corporations Act 2001. While this will reduce
the disclosures that are currently required in the notes to the financial statements, it will not affect any of the amounts recognised in the financial statements. The
amendments apply from 1 July 2013 and cannot be adopted early. The Corporations Act requirements in relation to remuneration reports will remain unchanged for
now, but these requirements are currently subject to review and may also be revised in the near future.
AASB Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine and AASB 2011-12 Amendments to Australian Accounting Standards arising from
Interpretation 20 (effective 1 January 2013)
Interpretation 20 sets out the accounting for overburden waste removal (stripping) costs in the production phase of a mine. It states that these costs can only be
recognised as an asset if they can be attributed to an identifiable component of the ore body, the costs relating to the improved access to that component can be
measured reliably and it is probable that future economic benefits associated with the stripping activity (improved access to the orebody) will flow to the entity. The
Group has not yet undertaken a review of its existing stripping cost assets in light of the requirements of the interpretation and hence is unable to quantify the effect,
if any, on the amounts recognised in the financial statements.
(cc) Parent entity financial information

The financial information for the parent entity Evolution Mining Limited, disclosed in Note 31 has been prepared on the same basis as the consolidated financial
statement.
2. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of Australian Accounting Standards, management is required to make judgments, estimates and assumptions about carrying values of assets
and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other
factors that are believed to be reasonable under the circumstance, the results of which form the basis of making the judgments. Actual results may differ from these
estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate
is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
The judgments, estimates and assumptions that management has made in the process of applying the Group’s accounting policies and that have the most
significant effects on the amounts recognised in the financial statements are discussed below.
(i) Determination of mineral resources and ore reserves

The Group estimates its Mineral Resources and Ore Reserves in accordance with the Australian Code of Reporting of Exploration Results, Mineral Resources and
Ore Reserves (the ‘JORC Code’). The information on mineral resources and ore reserves is prepared by or under the supervision of Competent Persons as defined in
the JORC Code. The amounts presented are based on the Mineral Resources and Ore Reserves determined under the JORC Code.
078
Notes to the
There are numerous uncertainties inherent in estimating mineral resources and ore reserves and assumptions that are valid at the time of estimation which may
change significantly when new information becomes available. Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates
may change the economic status of reserves and may, ultimately, result in the reserves being restated. Such changes in reserves could impact on depreciation and
amortisation rates, asset carrying values and provisions for decommissioning and restoration.
(ii) Fair values of assets and liabilities on acquisition

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition
date. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill.
(iii) Estimation for the provision for rehabilitation and dismantling

Provision for rehabilitation and dismantling property, plant and equipment is estimated taking into consideration facts and circumstances available at the balance
sheet date. This estimate is based on the expenditure required to undertake the rehabilitation and dismantling, taking into consideration time value of money.
(iv) Recovery of deferred tax assets

Deferred tax assets are recognised for tax losses and deductible temporary differences to the extent management considers that it is probable that future taxable
profits will be available to utilise those tax losses and temporary differences.
(v) Impairment of property, plant and equipment and capitalised mine development expenditure
The Group reviews for impairment of property, plant and equipment, in accordance with its accounting policy. The recoverable amount of these assets has been
determined based on the higher of the assets’ fair value less costs to sell and value in use. These calculations require the use of estimates and judgements.
The future recoverability of capitalised mine development expenditure is dependent on a number of factors, including the level of proved, probable, mineral
resources and ore reserves, future technological changes which could impact the cost of mining, future legal changes (including changes to environment
restoration obligations) and changes to commodity prices. To the extent that capitalised mine development expenditure is determined not to be recoverable in the
future, this will reduce profits and net assets in the period in which this determination is made.
3. FINANCIAL RISK MANAGEMENT

The Group’s activities expose it to a variety of financial risks: market risk (including interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall
risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the
Group. The Group has not used derivative financial instruments such as interest rate swaps to hedge interest rate risk exposures given the low level of borrowings
in the consolidated statement of financial position. The Group uses different methods to measure different types of risk to which it is exposed, the main risk being
commodity price risk of gold and silver sold.
Risk management is carried out at a corporate level under policies approved by the Board of Directors. Management identifies, evaluates and hedges financial
risks in close cooperation with the Group’s operating units. The board provides written principles for overall risk management, as well as policies covering specific
areas, such as interest rate risk, credit risk, gold price risk and use of derivative financial instruments and non-derivative financial instruments, and investment of
excess liquidity.
The Group holds the following financial instruments:
30 June 2012 30 June 2011

$’000 $’000
Financial Assets
Cash and cash equivalents 141,784 30,051
Trade and other receivables 26,459 3,407
Available for sale investments 3,714 784
171,957 34,242
Financial liabilities
Trade and other payables 110,440 19,496
Interest bearing liabilities 35,845 44,753
146,285 64,249

Notes to the
a) Market Risk
Currency Risk
The Group’s exposure to currency risk is limited to the impact of currency fluctuations on some of the input costs e.g. diesel, steel etc. At the balance date the
Group holds no financial assets or liabilities which are exposed to foreign currency risk.
Commodity Price Risk
The Group is currently exposed to the risk of fluctuations in prevailing market commodity prices on the gold and silver currently produced from the Pajingo,
Cracow, Mt Rawdon and Edna May gold mine. The Group has in place physical gold delivery contracts covering sales of 224,177 ozs of gold at a price of
A$1,573 per ounce to be delivered over a period of approximately 4 years (refer to Note 27, 2011: 286,336 ozs).
Interest Rate Risk
The Group’s interest rate risk arises from cash on hand invested in term deposits and borrowings. Short term deposits of $112.150 million (2011: Nil) are placed
with investment grade banks in Australia for time frames to ensure an appropriate balance between liquidity and interest rate earned. Borrowings of $31.5 million
(2011: $47.5 million) incur interest at a variable rate and the Group has not entered into interest rate swap contracts or similar derivative financial instruments
to hedge the fluctuations in interest rates given the size and maturity of the borrowings. An increase/decrease of variable interest rates of 0.25% will result in an
increase/ decrease $78,750 in interest expense relating to debt and $244,000 in interest income relating to term deposits.
b) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises
principally from the Group’s receivables from customers and investment securities. At the balance sheet date there were no significant concentrations of credit risk
given customers and banks have investment grade credit ratings.
c) Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. Prudent liquidity risk management implies maintaining
sufficient cash and term deposits, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions.
The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.
Maturities of financial liabilities
The following are the Group’s contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements:
The amounts disclosed in the tables below have been drawn up based on the undiscounted cash flows (including both interest and principal cash flows expected)
using contractual maturities and the earliest date on which the Group can be required to pay financial liabilities.
Contractual maturities of
financial liabilities Total
Less than 1 Carrying
1-2 years 2-5 years Over 5 years contractual
year amount
cash flows
(A$’000)
30 June 2012
Trade and other payables 110,440 - - 110,440 110,440
Finance lease liabilities 3,232 3,092 632 - 6,956 6,646
Other borrowings 18,518 13,773 2,029 - 34,320 31,500
Total liabilities 132,190 16,865 2,661 - 151,716 148,586
30 June 2011
Trade and other payables 19,496 - - - 19,496 19,496
Finance lease liabilities 309 467 - - 776 684
Other borrowings 19,456 18,518 13,773 - 51,748 47,522
Total liabilities 39,261 18,985 13,773 - 72,020 67,702
080
Notes to the
(d) Fair value measurements

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. AASB 7 Financial
Instruments: Disclosures requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:
• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
• Level 2: inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived
from prices); and
• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The following table presents the Group’s assets measured and recognised at fair value at 30 June 2012 and 30 June 2011:
30 June 2012 30 June 2011

A$’000 Level 1 Level 2 Total Level 1 Level 2 Total
Available for sale financial assets
Options in Monto Minerals - 210 210 - - -
Shares available for sale 3,504 - 3,504 784 - 784
Total financial assets held at fair value 3,504 210 3,714 784 - 784
The shares in Monto Minerals and Renaissance Minerals are listed on the Australian Securities Exchange and recorded at fair value with reference to the listed
price at balance sheet date. The options in Monto Minerals are recorded by using Black-Scholes valuation model to determine the fair value of the options with
reference to the strike price of the options, volatility and term. An increase/decrease of 5% in the share price of the listed investments will result in an increase/
decrease of $175,200 (2011: $39,000) through fair value reserves for the listed shares.
The carrying amounts of trade receivables and payables are assumed to approximate their fair values due to their short‑term nature. The fair value of financial
liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for
similar financial instruments. The fair value of current borrowings approximates the carrying amount, as the impact of discounting is not significant.

Notes to the
4. SEGMENT INFORMATION
Description of segments
The Group’s operations are all conducted in the mining industry in Australia.
The Group has identified its operating segments based on the internal reports that are reviewed and used by the Executive Chairman and the senior leadership
team (the chief operating decision makers) in assessing performance and in determining the allocation of resources. The presentation of segment information has
changed from the previous period as a result of changes in management and the new structure of the larger Evolution Group.
The Group’s four operational mine sites and Corporate are each treated as individual operating segment. Management monitors the operating results of its
business units separately for the purpose of making decisions about resource allocation and performance assessment.
Corporate includes the Mt Carlton asset under construction that was acquired as part of the Conquest acquisition. The remainder of Corporate includes
transaction costs related to the merger and asset acquisitions, share-based payment expenses and other corporate expenditures supporting the business during
the year.
Year ended 30 June 2012
Edna Mt Corporate/
Cracow Pajingo Exploration Total
May Rawdon Mt Carlton
$’000 $’000 $’000 $’000 $’000 $’000 $’000

Segment revenue 121,816 129,306 102,186 116,176 - - 469,484
Adjusted EBITDA* 45,378 64,704 40,726 74,581 (5,482) (30,651) 189,257
Reconciliation of profit before income tax:

Depreciation and amortisation (94,012)
Costs related to business combinations (28,518)
Fair value re-measurement of previously held interest in the Cracow gold mine 2,757
Interest income 5,633
Finance costs (9,368)
Other income 735
Profit before income tax 66,483
Capital additions (44,582) (24,396) (44,510) (34,172) (28,288) (102,286) (278,234)
*EBITDA has been calculated excluding the costs relating to business combinations.
082
Notes to the
Year ended 30 June 2011 (Restated)
Corporate/ Mt
Edna May Cracow Pajingo Mt Rawdon Exploration Total
Carlton
$’000 $’000 $’000 $’000 $’000 $’000 $’000
Segment revenue 77,900 43,970 - 121,870
- - -
Adjusted EBITDA* 17,049 11,859 - - - - 28,908
Reconciliation of profit before income tax:

Depreciation and amortisation (20,352)
Costs related to business combinations (974)
Interest income 1,626
Finance costs (5,253)
Profit before income tax 3,955
Capital additions (2,844) (24,897) - - - - (27,741)
*EBITDA has been calculated excluding the costs relating to business combinations.
5. PROFIT BEFORE TAX

Profit before income tax includes the following specific items:
30 June 2012 30 June 2011

$’000 $’000
Cost of sales
Mine operating costs 221,601 74,380
Depreciation and amortisation 93,603 20,275
Royalty and other selling costs 22,493 4,851
Other - 2,251
337,697 101,757
Corporate administration costs

Depreciation and amortisation 409 77
Operating lease payments 614 215
Employee wages and salaries 13,548 2,258
Contractor, consultants and advisory expense 10,351 -
Other administrative 3,840 5,816
28,762 8,366
Finance costs
Finance leases 552 25
Bank guarantee fees 508 -
Amortisation of debt establishment costs 1,152 869
Unwinding of discount on provisions 1,940 -
Interest expense 5,216 4,359
9,368 5,253

Notes to the
6. INCOME TAX
a) Income tax expense:
30 June 2012 30 June 2011

$’000 $’000
Current Tax (3,175) -
Deferred tax 32,345 3,864
Adjustments for current tax - 2,394
Total income tax expense 29,170 6,258
b) Numerical reconciliation of income tax expense to prima facie tax payable
Profit before income tax 66,483 3,955

Tax at the Australian tax rate of 30% (2011: 30%) 19,945 1,186
Tax effect of amounts which are not deductible/(taxable) in calculating taxable income:
Tax losses written off 8,051 -
Other 1,174 5,072
29,170 6,258
c) Recognised deferred tax balances
30 June 2012 30 June 2011

$’000 $’000
Trade and other receivables - -
Inventories 74 (1,561)
Exploration and evaluation expenditure (11,569) -
Property, plant and equipment (6,067) (2,327)
Mine development (9,905) -
Intangible assets (3,265) -
Employee benefits 1,329 -
Provisions 2,113 3,090
Other 4,920 2,339
Deferred tax balances from temporary differences (22,370) 1,541
Tax loss carry-forwards 11,659 6,290
Tax assets/ (liabilities) (10,711) 7,831
Recovered in 12 months (22,370) 1,541

Recovered in more than 12 months 11,659 6,290
(10,711) 7,831
084
Notes to the
d) Movement in deferred tax balances during the year
Balance Recognised
Recognised in Balance
1 July 2011 in business
profit or loss 30 June 2012
(Restated) combination
$’000 $’000 $’000 $’000
Inventories (1,561) 1,635 - 74
Exploration and evaluation expenditure - (11,569) - (11,569)
Property, plant and equipment (2,327) 460 (4,200) (6,067)
Mine development - (18,005) 8,100 (9,905)
Intangible assets - (3,265) - (3,265)
Employee benefits - (58) 1,387 1,329
Provisions 3,090 (976) - 2,113
Other 2,339 (2,761) 5,342 4,920
Tax losses carried forward 6,290 5,369 - 11,659
Deferred tax assets/ (liabilities) 7,831 (29,170) 10,629 (10,711)
7. Trade and Other receivables

30 June 2012 30 June 2011
$’000 $’000
Trade receivables 18,292 -
GST refundable 6,692 438
Accrued interest income 74 -
Prepayment and other receivables 2,881 2,281
27,939 2,719
No trade receivables were past due or impaired as at 30 June 2012 (2011: Nil).
8. inventories
30 June 2012 30 June 2011
$’000 $’000
Current
Stores 10,474 5,203
Ore 15,658 5,650
Bullion and Gold in circuit 9,012 7,246
35,144 18,099
Non-Current
Stores 4,308 -
4,308 -

Notes to the
9. OTHER CURRENT ASSETS

30 June 2012 30 June 2011
$’000 $’000
Deferred stripping costs 10,886 1,255
Other 3,420 -
14,306 1,255
10. OTHER FINANCIAL ASSETS

30 June 2012 30 June 2011
$’000 $’000
Non-current
Available-for-sale investments carried at fair value
Shares in Renaissance Minerals Limited 504 784
Shares in Monto Minerals Limited 3,000 -
Options in Monto Minerals Limited 210 -
3,714 784
The 150,000,000 Monto options are exercisable at 3 cents on or before 30 June 2014.
11. OTHER NON-CURRENT ASSETS

30 June 2012 30 June 2011
$’000 $’000
Tenement security bonds 73 760
Administration and office bonds 49 104
122 864
086
Notes to the
12. Property, Plant and Equipment

Plant and
Freehold Land Total
equipment
$’000 $’000 $’000

30 June 2012
Cost 9,261 291,117 300,378
Accumulated depreciation and impairment - (35,299) (35,299)
Net carrying amount 9,261 255,818 265,079
Reconciliation of movement for the year

Carrying amount at the beginning of the year 465 102,901 103,367
Additions 6,536 55,890 62,426
Amounts acquired in a business combination 2,260 117,767 120,027
Transfers to Mine development and Exploration - (688) (688)
Other adjustments relating to business combination - 851 851
Reclassifications - - -
Disposals - (1,348) (1,349)
Depreciation - (19,555) (19,555)
Impairment - - -
Carrying amount at the end of the year 9,261 255,818 265,079
Carrying amount of lease assets - 8,544 8,544
Carrying amount of assets under construction - 27,376 27,376
- 35,920 35,920
Plant and
Freehold Land Total
equipment
$’000 $’000 $’000

30 June 2011
Cost 465 118,991 119,456
Accumulated depreciation and impairment - (16,089) (16,089)
Net carrying amount 465 102,902 103,367

Carrying amount at the beginning of the year 390 84,616 85,006
Additions 54 20,837 20,891
Amounts acquired in a business combination - - -
Transfers from Mine development - 4,687 4,687
Borrowing costs capitalised - 1,921 1,921
Reclassifications 21 (21) -
Depreciation - (9,138) (9,138)
Impairment - - -
Carrying amount at the end of the year 465 102,902 103,367
Carrying amount of lease assets - 683 683
Carrying amount of assets under construction - - -
- 683 159,476

Notes to the
13. MINE DEVELOPMENT AND EXPLORATION

Mines under Exploration and
Producing mines Total
construction evaluation
$’000 $’000 $’000 $’000

30 June 2012
Cost 247,380 530,198 91,479 869,056
Accumulated depreciation and impairment - (97,459) (12,910) (110,369)
Net carrying amount 247,380 432,738 78,569 758,687

Carrying amount at the beginning of the year - 60,526 - 60,526
Additions 99,140 88,379 28,288 215,807
Amounts acquired in a business combination 148,240 363,751 46,172 558,163
Transfers from Property, plant and equipment - 28 660 688
Other Adjustments relating to Business

- 1,243 (293) 950
Combination (a)
Reclassifications - (7,256) 7,256 -

Disposals - - (2,991) (2,991)
Depreciation and amortisation (73,933) (524) (74,457)
Impairment - - -
Carrying amount at the end of the year 247,380 432,738 78,569 758,687
(a) The other adjustments relate to the fair value adjustment on the previously held 30% interest in the Cracow gold project.
Mines under Exploration and

Producing mines Total
construction evaluation
$’000 $’000 $’000 $’000

30 June 2011
Cost - 68,919 - 68,919
Accumulated depreciation and impairment (8,393) - (8,393)

-
Net carrying amount - 60,526 - 60,526

Carrying amount at the beginning of the year - 68,919 - 68,919
Additions - 6,850 - 6,850
Amounts acquired in a business combination - - - -
Transfers to Property, plant and equipment - (4,687) - (4,687)
Borrowing costs capitalised - - - -
Reclassifications - - - -
Disposals and obsolete items - - - -
Depreciation and amortisation - (10,556) - (10,556)
Impairment - - - -
Carrying amount at the end of the year - 60,526 - 60,526
The amortisation of pre-production stripping costs is recorded as a cost of sale under depreciation and amortisation. The ultimate recoupment of costs carried
forward for exploration and evaluation expenditure phases is dependent on the successful development and commercial exploitation, or alternatively, the sale of the
respective areas.
088
Notes to the
14. GOODWILL
30 June 2012 30 June 2011
$’000 $’000
Goodwill at cost 18,365 -
Given the nature of goodwill, its carrying amount is assessed for impairment on an annual basis relative to the value of relevant assets. No impairment has been
recognised for goodwill for the year ended 30 June 2012 (2011: $Nil).
15. Trade and Other Payables

30 June 2012 30 June 2011
$’000 $’000
Trade creditors 39,669 18,256
Other creditors and accruals 70,771 1,240
110,440 19,496
Note: Other creditors and accruals include significant capital accruals related to Mt Carlton project and stamp duty costs relating to the business combinations.
16. PROVISIONS 30 June 2012 30 June 2011

$’000 $’000
Current Provisions
Employee entitlements 8,550 1,716
Non-Current Provisions
Long Service Leave 524 501
Rehabilitation provision 46,959 4,339
47,483 4,840
Reconciliations of carrying amount movements of Rehabilitation Long Service

Total
non-current provisions provision Leave
$’000 $’000 $’000

Carrying amount at the beginning of the year 4,339 501 4,840
Charges during the year (610) - (610)
Amounts acquired in a business combination 22,360 661 23,021
Write-back of unused provisions - (369) (369)
Unwinding of discount 1,940 - 1,940
Change in provision assumptions 18,930 (269) 18,661
Carrying amount at the end of the year 46,959 524 47,483
The Group makes full provision for the future cost of rehabilitating mine sites and related production facilities on a discounted basis at the time of
developing the mines and installing and using those facilities. The rehabilitation provision represents the present value of rehabilitation costs related to the
Group’s mine sites. The nature of these costs includes dismantling and removing structures, rehabilitating mines and tailings dams, dismantling operating
facilities, closure of plant and waste sites, and restoration, reclamation and re-vegetation of affected areas.
For the purposes of providing for the rehabilitation obligation at all mines it has been assumed rehabilitation costs will be incurred at the end of the mine’s
useful life. The timing of this obligation is likely to change depending on a number of factors which may impact mine life including the identified reserve
and resource, gold prices and costs of production which all impact the economic viability of the projects.

Notes to the
Provisions have been determined with reference to the Group’s internal estimates and consultation with the Department of Environment and Resource
Management. As noted in this report the Twin Hills project is currently on a care and maintenance program. A provision has been made to cover disturbance to
date. Consultation is currently in process with the Department of Environment and Resource Management to reduce the environmental bond required at this site,
in line with management’s assessment of the rehabilitation provision required. Provision estimates are reviewed regularly to take into account any material changes
to assumptions. However actual rehabilitation costs will ultimately depend upon future market prices for the necessary decommissioning works required which will
reflect market conditions at the relevant time.
17. INTEREST BEARING LIABILITIES

30 June 2012 30 June 2011
$’000 $’000
Current
Bank loan 16,500 16,000
Less: Borrowing costs (1,151) (1,152)
Finance lease liabilities 3,043 285
18,392 15,133
Non-Current
Bank loan 15,000 31,522
Less: Borrowing costs (1,150) (2,301)
Finance lease liabilities 3,604 399
17,454 29,620
The Edna May loan facility is secured by:

• A fixed and floating charge over all assets and undertakings of Edna May Operations Pty Ltd. Total net assets of Edna May are $138.4 million;
• A mortgage over the Edna May Gold Operations tenements; and
• A fixed charge over Edna May’s proceeds account and gold account held with Macquarie.
Macquarie has placed covenants over the bank loan based on production levels and operating costs. The Group has complied with these covenants or in certain
cases Macquarie has waived compliance during the year.
18. ISSUED CAPITAL

30 June 2012 30 June 2011
$’000 $’000
Issued capital comprises 1,045,751 185,465

707,105,713 fully paid ordinary shares
(30 June 2011: 178,095,822)

30 June 2012 30 June 2011
Movement in issued shares for the period No. $’000 No. $’000
Opening balance for the year 178,095,822 185,465 162,749,311 162,613
Shares issued for merger 180,401,006 311,733 - -
Shares issued for asset acquisition 231,082,631 390,299 - -
Placement of shares 105,144,047 152,459 15,121,448 23,438
Shares issued on exercise of options 11,356,207 10,887 225,063 248
Compensation payments to option holders - - - (8)
Shares issued on conversion of performance rights 1,026,000 - - -
Costs associated with the issue of shares - (5,091) - (826)
Closing balance for the year 707,105,713 1,045,751 178,095,822 185,465
090
Notes to the
During the period, the Company issued 180,401,006 fully paid ordinary shares after the scheme of arrangement became effective between Conquest Mining
Limited and its shareholders.
The Company also issued 231,082,631 fully paid ordinary shares in exchange for the asset acquisition from Newcrest Mining Limited. The Company also issued
105,144,047 fully paid ordinary shares at $1.45 per share in November 2011 under the Company’s accelerated renounceable entitlement offer.
The Company issued 11,356,207 fully paid ordinary shares on exercise of 5,018,319 listed options and 6,337,888 unlisted options. The Company issued
1,026,000 fully paid ordinary shares on conversion of performance rights under the Employee Share Option and Performance Rights Plan.
Capital Management
Capital is defined as the equity of the Company. The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going
concern, so as to maintain a strong capital base sufficient to maintain future exploration and development of its projects. In order to maintain or adjust the capital
structure, the Group may return capital to shareholders, issue new shares or sell assets to reduce debt. The Group’s focus has been to raise sufficient funds
through equity to fund capital investment in the Mt Carlton project and exploration and evaluation activities.
The Group monitors its liquidity through regular cash flow forecasts.
19. RESERVES
Share based payment reserve
Option reserve comprises the consideration received for the issue of options over unissued ordinary shares of the Company and the fair value of options over
unissued ordinary shares granted as employee remuneration until the options are exercised or expire.
30 June 2012 30 June 2011

$’000 $’000
Options over ordinary shares 5,144 4,584

Cost of replacement options issued as consideration to Conquest option holders 7,525 -
Share based payment expense recognised in equity as a cost of issuing shares - -
Share based payment expense recognised in profit and loss 2,299 560
Other 74 -
Balance at the end of year 15,042 5,144
At 30 June 2012 there were 13,726,474 options on issue (2011: 13,917,166). Refer to disclosure at Note 23 for further detail.
Fair Value revaluation reserve

The fair Value revaluation reserve includes the cumulative net change in the fair value of available for sale investments until the investment is derecognised.
30 June 2012 30 June 2011

$’000 $’000
Balance at beginning of year 157 -
Change in fair value of available for sale listed securities (5,770) 224
Tax effect of change in fair value - (67)
Balance at end of year (5,613) 157
These investments relates to 2,800,000 fully paid ordinary shares in Renaissance Minerals Limited, 300,000,000 fully paid ordinary shares in Monto Minerals
Limited (“Monto”) and 150,000,000 options in Monto exercisable at 3 cents on or before 30 June 2014. Refer to Note 10 for further detail with respect to the
available for sale listed securities and unlisted options.

Notes to the
20. ACCUMULATED EARNINGS/ (LOSSES)

Movements in retained earnings are as follows:
30 June 2012 30 June 2011

$’000 $’000
Balance at the beginning of the year (36,075) (28,469)
Net profit/ (loss) for the year 37,313 (2,303)
Correction of error to retained earnings* - (5,303)
Balance at the end of the year 1,238 (36,075)
* The opening balance as at 1 July 2010 has been restated for an error in the opening tax balances relating to property plant and equipment and other assets.
092
Notes to the
21. NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS

For the purposes of the statement of cash flows, cash includes cash on hand and in banks, and money market investments readily convertible to cash within two
working days, net of outstanding bank overdrafts.
30 June 2012 30 June 2011

$’000 $’000
(a) Reconciliation of cash and cash equivalents
Reconciliation of cash balance comprises:
Cash at bank 29,634 13,788
Short term deposits 112,150 14,042
Group’s share of cash held by joint venture - 2,221
141,784 30,051
(b) Reconciliation of profit/ (loss) to net cash inflow from operating

activities:
Profit/ (loss) for the year 37,313 (2,303)
Add/(less) items classified as investing/financing

activities:
Depreciation and amortisation 94,012 20,275

Share based payment 2,299 560
Amortisation of borrowing costs 1,152 869
Unwind of discount in provisions 1,940 -
Fair value change on Cracow 30% holding (2,757) -
Exploration assets written off during the period 2,991
Interest paid and capitalised - 1,921
Interest expense capitalised as bank loan principal - 22
Proceeds from sale of gold capitalised - (21,481)
Payments to suppliers and employees capitalised - 21,874
Change in assets and liabilities during the financial

year:
(Increase)/decrease in other receivables (22,347) (1,361)

(Increase)/decrease in deferred mining expenditure (8,756) -
(Increase)/decrease in inventories 6,665 (7,982)
Increase/(decrease) in trade and other payables 27,577 3,799
Increase/(decrease) in provisions 3,086 431
Increase/(decrease) in deferred tax balance 29,109 5,835
Net cash provided by operating activities 172,284 22,459

Notes to the
22. BUSINESS COMBINATIONS

On 15 June 2011, Evolution Mining Limited and Conquest Mining Limited announced that they had entered into a binding share purchase agreement to implement
a transaction that would result in the creation of a leading growth-focused Australian gold company through an all-scrip merger of equals.
In a separate but inter-conditional transaction, Evolution Mining Limited acquired 100% of the Mt Rawdon Gold Project and 70% of the Cracow Gold Project from
Newcrest Mining Limited. All regulatory approvals were obtained 17 October 2011. The scheme became effective and the asset acquisitions were completed on
2 November 2011.
Acquisition of Conquest Mining Limited and subsidiaries (‘Conquest’)
The acquisition date of the Conquest Group by Evolution was 17 October 2011.
Consideration comprised the issue of Evolution Mining fully paid ordinary shares to eligible Conquest shareholders and the replacement of certain Conquest Group
options. The new shares were issued at a ratio of 0.3 new shares to 1 Conquest share.
A total of 180,401,006 fully paid ordinary shares were issued to Conquest shareholders as consideration. These shares were valued at $311.733 million based
upon the closing share price on the date of acquisition. In addition, 11,324,738 Evolution options were issued as replacement options to Conquest option
holders. These options were valued at $7.525 million at the date of acquisition using a Black Scholes model.
The fair value of the identifiable assets and liabilities of the Conquest Group as at the date of acquisition were:
Acquisition date
fair values
$‘000
Cash and cash equivalents 12,748

Trade and other receivables 3,682
Inventories 16,992
Investments 8,552
Property, plant and equipment 43,576
Mine development and exploration 266,763
Deferred tax asset 1,835
Total Assets 354,148
Trade and other payables 21,338
Interest bearing liabilities 6,113
Provisions 7,439
Total Liabilities 34,890
Net Assets 319,258
Consideration issued and paid for the above transaction was as follows:
$‘000
Shares issued, at fair value 311,733
Conquest replacement options issued 7,525
Total consideration 319,258
The cash inflow was as follows:
Net cash acquired 12,748

Net consolidated cash inflow 12,748
094
Notes to the
Conquest Mining Limited holds a 100% interest in the following companies:
CQT Gold Australia Pty Ltd ACN 128 947 419

CQT Holdings Pty Limited ACN 115 279 653
NQM Gold 2 Pty Limited ACN 129 020 248
NQM Gold Pty Limited ACN 126 817 043
Walker Resources Pty Limited ACN 116 453 742
Baal Gammon Operations Pty Limited ACN 125 765 451
NQM Exploration Pty Limited ACN 125 728 154
Acquisition of the Mt Rawdon Gold Mine and 70% of the Cracow Gold Mine from Newcrest Mining Limited (‘Newcrest’)
On 2 November 2011, being the acquisition date for the purpose of this financial report, Evolution acquired a 100% interest in the Mt Rawdon gold mine and
the remaining 70% of interest in Cracow gold mine. Evolution previously held a 30% joint venture interest in the Cracow gold mine through its subsidiaries. The
transactions were asset acquisitions however certain employees and other elements required to continue the operation of the mine were transferred with the
assets acquired.
These transactions have been accounted for as business combinations in this financial report.
The total consideration transferred consisted of the issuing of 231,082,631 Evolution shares to a nominee of Newcrest. The fair value of shares issued was based
upon the closing company share price on 2 November 2011.
The fair value of the identifiable assets and liabilities of the Cracow Gold Project (70% interest) and the Mt Rawdon gold project as at the date of acquisition were:
Acquisition date
fair values
$‘000
Trade and other receivables 350

Inventories 15,500
Property, plant and equipment 76,451
Mine development and exploration 291,400
Deferred tax asset 8,793
Total Assets 392,494
Trade and other payables 1,383
Provisions 19,177
Total Liabilities 20,560
Fair value of net identifiable assets 371,934
Add: Goodwill 18,365
Net assets acquired 390,299

Notes to the
Consideration issued and paid for the above transaction was as follows:
$‘000
Shares issued, at fair value 390,299
The net cash inflow from the above transaction was as follows:
Net cash acquired -

Net consolidated cash inflow -
On 2 November 2011, Evolution gained control of the Cracow gold mine as it increased its interest in the project from 30% to 100%. Evolution remeasured its
30% equity investment in Cracow resulting in a gain of $2.757 million which has been recognised as an income item separately disclosed as a line item in the
Statement of Comprehensive Income. The acquisition-date fair value of the 30% equity interest in Cracow was $48.509 million.
Acquisition costs recognised with respect to the above business combinations were $28.518 million.
The acquired entities contributed operating revenue of $329.216 million and net profit before tax of $83.793 million to the Group for the period. If these
acquisitions had occurred on 1 July 2011 consolidated operating revenue and consolidated profit before tax for the year ended 30 June 2012 would have
increased by $105.707 million and $27.592 million respectively.
Goodwill was recognised as a result of the acquisition as follows:
$‘000
Less: fair value of net identifiable assets (371,934)
18,365
Goodwill has been recognised in the above business combinations due to the synergies which result from the transaction. These benefits include the following:
• The acquisitions allow Evolution to control 100% of the Cracow Gold Mine. The acquisition of the remaining interest will allow Evolution to better manage
and prioritise exploration and development expenditure for the growth and sustainability of the mine.
• The increased sized of the Group will allow for improved access to debt and equity markets.
• Cost savings may eventuate from the elimination of duplicated corporate structures, improved procurement power and shared services functions.
23. SHARE BASED PAYMENTs

(a) Types of share based payment plans
Evolution has two option and performance rights plans in existence:
Employee Share Option and Performance Rights Plan (‘ESOP’)

ESOPRP was established and approved at the Annual General Meeting on 23 November 2010, and amended on 19 October 2011. The plan permits the
Company, at the discretion of the Directors, to grant both options and performance rights over unissued ordinary shares of the Company to eligible Directors and
members of staff as specified in the plan rules.
Employees and Contractors Option Plan (‘ECOP’)

An ECOP was established and approved at the Annual General Meeting on 27 November 2008. The plan permits the Company, at the discretion of the Directors,
to grant options over unissued ordinary shares of the Company to eligible Directors, members of staff and contractors as specified in the plan rules. No further
options will be issued under this plan.
096
Notes to the
(b) Recognised share based payment expenses
30 June 2012 30 June 2011

$‘000 $‘000
Expense arising from equity settled share based payment

2,299 560
transactions recognised in profit and loss
During the year Evolution issued 11,324,738 unquoted options as consideration for the cancellation of outstanding options previously held by Conquest option
holders. The options were issued at various exercise prises and expiry dates. All options were fully vested and no further service period was required for the
replacement options. All replacement options were issued under the ESOP on equivalent terms and conditions as the original grant by Conquest. The options had
a fair value of $7,525,000.
(c) Summary and movement of options on issue
The following table illustrates the number and weighted average exercise prices (WAEP) in Australian Dollars ($) of, and movements in, share options issued during
the period:
30 June 2012 30 June 2012 30 June 2011 30 June 2011

Number WAEP Number WAEP
($) ($)
Outstanding at the beginning of the year (1 July) 13,917,166 1.01 13,481,411 0.98
Replacement options issued to Conquest option

11,324,738 1.88 - -
holders (i)
Options granted to employees during the year - - 679,000 1.69
Exercised during the year (11,356,207) 0.96 (225,063) 1.10

Expired during the year (159,223) 1.10 (18,182) 1.14
Outstanding at the end of the year 13,726,474 1.77 13,917,166 1.01
Exercisable at the end of the year 13,726,474 1.78 13,917,166 1.01
(i) The replacement options of 11,324,738 comprise the following:
Number
Options issued under ECOP 488,651
Options issued under ESOP 8,586,087
Options issued outside of ECOP and ESOP:
Options acquired by Mr Klein from Southern Cross Equities 600,000
Options issued to Baker Steel Capital Managers 1,650,000
Total 11,324,738
The weighted average remaining contractual life of options outstanding at the end of the financial year was 3.0 years (2011: 2.8 years) with exercise prices ranging
from $0.609 to $3.062. The weighted average fair value of options granted during the year was $0.664 (2011: $0.98).

Notes to the
The outstanding balance as at 30 June 2012 is represented by:
Options issued as part of the ECOP

- 613,641 options with an exercise price ranging from $0.609 to $0.829
Options issued as part of the ESOP

- 2,166,043 options with an exercise price ranging from $1.267 to $1.472
Options issued outside both the ECOP and ESOP

- 600,000 options with an exercise price of $3.062
- 1,650,000 options with an exercise price of $1.962
(d) Summary and movement of performance rights on issue as part of ESOP
The following table illustrates the number and weighted average exercise prices (WAEP) in Australian Dollars ($) of, and movements in, performance rights
issued during the year:
30 June 2012 30 June 2012 30 June 2011 30 June 2011

Number WAEP Number WAEP
($) ($)
Outstanding at the beginning of the period

1,151,000 - - -
(1 July)
Performance rights granted during the period 3,668,344 - 1,151,000 -

Exercised during the period (1,026,000) -
Lapsed during the period (125,000) - - -
Forfeited during the year (87,586) - - -
Outstanding at the end of the period 3,580,758 - 1,151,000 -
Exercisable at the end of the period - - - -
The weighted average fair value of performance rights granted during the year was $1.411 (2011: $1.31).
(e) Fair value determination

Performance rights
During the year, Evolution issued two equal tranches of performance rights which will be tested on 30 June 2013 and 30 June 2014. They have three
performance components: a market-based TSR condition, and two non-market based conditions, being C1 condition and continued employment at the
vesting date.
(i) TSR Performance Right valuation

The fair value of the TSR Performance Rights (market-based condition) was estimated at the date of grant using Monte Carlo simulation, taking into
account the terms and conditions upon which the awards were granted.
98
Notes to the
(ii) C1 Performance Right valuation

In accordance with the rules of the plan, the valuation of the C1 Performance Rights (non-market based performance condition) is based on information from other
companies in the comparator group and not a market price or market condition. The fair value before considering expected C1 rankings against the Comparator is
essentially the share price on grant date as future dividends cannot be reliably estimated.
The following tables list the inputs to the models used for the performance rights granted for the year:
TSR TSR C1 C1
Tranche 1 Tranche 2 Tranche 1 Tranche 2

November 2011 rights issue
Spot price ($) 1.72 1.72 1.72 1.72
Risk-free rate (%) 3.13 3.15 3.13 3.15
Term (years) 1.6 2.6 1.6 2.6
Volatility 50% 50% 50% 50%
February/April 2012 rights issue
Spot price ($) 1.87 1.87 1.87 1.87
Risk-free rate (%) 3.32 3.21 3.32 3.21
Term (years) 1.4 2.4 1.4 2.4
Volatility 50% 50% 50% 50%
Conquest replacement options:

The fair value of the Conquest Mining replacement options was determined using a Black-Scholes model.
The following table lists the inputs to the models used to determine the fair value of the replacement options granted during the year:
Replacement options issued to Conquest option holders
Grant Date 17 October 2011

Spot Price ($) 1.77
Risk-free rate (%) 3.7
Term (years) Various
Volatility (%) 50%
The volatility above was determined with reference to historical volatility but also incorporates factors that management believes will impact the actual volatility of
the Company’s shares in future periods.
24. EARNINGS PER SHARE
Year ended Year ended

30 June 2012 30 June 2011
Basic earnings profit /(loss) per share (cents per share) 7.10 (1.37)
Diluted earnings profit /(loss) per share (cents per share) 6.94 (1.37)
Weighted average number of ordinary shares on issue used in the
525,862,667 168,728,054
calculation of basic earnings per share
Effect of dilution:
Share options and performance rights 13,270,640 -
Weighted average number of ordinary shares used in the calculation of
537,882,443 168,728,054
diluted earnings per share

Notes to the
Basic earnings per share (‘EPS’) is calculated by dividing the net profit/(loss) after income tax attributable to members of the Company by the weighted
average number of ordinary shares of the Company outstanding during the financial year. Diluted earnings per share adjusts the figures used in the
determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive
potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential
ordinary shares.
25. RELATED PARTY TRANSACTIONS

Parent entity
The ultimate parent entity within the Group is Evolution Mining Limited.
The balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on
consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.
(a) Equity interests in related parties
Equity interests in subsidiaries
Details of the percentage ownership of subsidiaries are disclosed in Note 22 to the financial statements.
(b) Transactions with Directors and KMP’s
KMP compensation
Details of KMP compensation are provided in the Remuneration Report of the Directors’ Report designated as audited.
Loans to Directors and senior management

There were no loans to Directors or senior management during the period.
(c) KMP Compensation
The aggregate compensation provided to Directors and KMP’s is set out below:
Consolidated
30 June 2012 30 June 2011

$ $
Short-term benefits 5,416,475 2,791,032

Post-employment benefits 228,347 215,574
Termination benefits 1,359,551 -
Share-based payments 1,597,313 414,624
Total 8,601,686 3,421,230
100
Notes to the
(d) Director and KMP’s equity holdings

(i) Fully paid ordinary shares of Evolution Mining Limited:
2012
Balance at start Received on Net other change Balance at end of

of period or date exercise of options period or date of
of appointment and performance resignation
rights
Directors
Jacob Klein (i) - - 5,590,000(ix) 5,590,000
James Askew (i) - - 500,000(x) 500,000
Lawrie Conway (i) - - - -
Graham Freestone 58,245 - 10,278 68,523
Paul Marks (i) - - 6,952,009(xi) 6,952,009
John Rowe 95,695 - 16,887 112,582
Peter Smith (i) - - 35,000 35,000
Peter Maloney (ii) 1,379,579 - - 1,379,579
Bruce McFadzean (iii) 171,619 175,682 61,288 408,589
Murray Pollock (ii) 1,839,492 - - 1,839,492
Barry Sullivan (ii) 111,005 - - 111,005
KMP’s
Tim Churcher (iv) - - - -
Aaron Colleran (i) - - 82,998 82,998
Evan Elstein (i) - - 3,529 3,529
Mark Le Messurier (i) - - 22,176 22,176
Adrian Pelliccia - - 94,117 94,117
Raelene Wyatt - - - -
John Fraser (v) - - - -
Paul Mason (vi) 10,000 - 53,528 63,528
Erik Palmbachs (vii) 11,576 - 131,543 143,119
Stuart Pether (viii) 175,516 - 125,000 300,516
(i) Employment commenced on 19 October 2011 (ix) Includes 5,255,247 shares issued on 2 November
(ii) Employment terminated on 18 October 2011 2011 pursuant to the Scheme of Arrangement with
Conquest Mining Limited.
(iii) Employment terminated on 25 January 2012
(x) Includes 484,097 shares issued on 2 November
(iv) Employment commenced on 24 October 2011
2011 pursuant to the Scheme of Arrangement with
(v) Resigned 23 December 2011 Conquest Mining Limited.
(vi) Employment terminated on 27 January 2012 (xi) Includes 6,676,147 shares issued on 2 November
(vii) Employment terminated on 29 February 2012 2011 pursuant to the Scheme of Arrangement with
Conquest Mining Limited.
(viii) Employment terminated on 30 June 2012

Notes to the
Fully paid ordinary shares for the previous financial year:
2011
Balance at start of Received on exercise Net other change Balance at end of

period or date of of options period or date of
appointment resignation
Directors
Graham Freestone 58,245 - - 58,245
Peter Maloney 1,379,579 - - 1,379,579
Bruce McFadzean 97,369 - 74,250 171,619
Murray Pollock 1,839,492 - - 1,839,492
John Rowe 95,695 - - 95,695
Barry Sullivan 111,005 - - 111,005
KMP’s
Graham Anderson (i) - - - -
John Fraser - - - -
Paul Mason (ii) 10,000 - - 10,000
Leonard Math (i) - - - -
Erik Palmbachs 11,576 - - 11,576
Adrian Pelliccia 16,932 - (16,932) -
Stuart Pether 175,516 - - 175,516
(i) Resigned 30 December 2010

(ii) Appointed 30 December 2010
102
Notes to the
(ii) Options
The numbers of options over ordinary shares in the Company held during the financial year by each Director of Evolution Mining Limited and other KMP’s of the
Group, including their personally related parties, are set out below:
2012
At end of period
Granted Balance at Options

Balance Vested &
as Net other year end or Balance vested
at start of Exercised exercise-
compen- change resignation vested during
period able
sation date period1
Directors
Jacob Klein - - - 5,277,4352 5,277,435 5,277,435 5,277,435 5,277,435
James Askew - - - 488,651 3
488,651 488,651 488,651 488,651
Lawrie Conway - - - - - - - -
Graham Freestone - - - - - - - -
Paul Marks - - - - - - - -
John Rowe 181,820 - - - 181,820 181,820 181,820 -
Peter Smith - - - - - - - -
Peter Maloney - - - - - - - -
Bruce McFadzean 1,284,774 - - (15,682)4 1,269,092 1,269,092 1,269,092 344,318
Murray Pollock 301,554 - - 301,554 301,554 301,554 -
Barry Sullivan 45,458 - - - 45,458 45,458 45,458 -
KMP’s
Tim Churcher - - - - - - - -
Aaron Colleran - - - 1,080,000 1,080,000 1,080,000 1,080,000 1,080,000
Evan Elstein - - - 105,000 105,000 105,000 105,000 105,000
Mark Le Messurier - - - 450,000 450,000 450,000 450,000 450,000
Adrian Pelliccia 34,000 - - - 34,000 34,000 34,000 -
Raelene Wyatt - - - - - - - -
John Fraser 50,000 - (50,000) - - - - 50,000
Paul Mason - - - - - - - -
Erik Palmbachs 337,276 - - - 337,276 337,276 337,276 110,000
Stuart Pether 579,548 - - - 579,548 579,548 579,548 125,000
1
All options vested during the period pursuant to the formation of Evolution Mining Limited (then named Catalpa Resources Limited) following the merger with
Conquest Mining Limited by a scheme of arrangement implemented on 2 November 2011.
2
4,677,435 options were issued as consideration for the cancellation of the outstanding options in Conquest Mining Limited following the merger of Evolution
(then named Catalpa Resources Limited) and Conquest Mining Limited by a scheme of arrangement implemented on 2 November 2011. The balance of
600,000 options were acquired from Southern Cross Equities on an arms-length basis in June 2011.
3
488,651 options were issued as consideration for the cancellation of the outstanding options in Conquest Mining Limited following the merger of Evolution (then
named Catalpa Resources Limited) and Conquest Mining Limited by a scheme of arrangement implemented on 2 November 2011.
4
The options expired on 31 October 2011.

Notes to the
The numbers of options over ordinary shares in the Company held during the previous financial year by each of the Directors and other KMP’s of the
Group, including their personally related parties, are set out below:
2011
At end of period
Balance at Options
Balance Granted as Vested &
Net other year end or Balance vested
at start of compen- Exercised exercise-
change resignation vested during
period sation able
date period
Directors
Bruce McFadzean 924,774 360,000 - - 1,284,774 924,774 924,774 227,274
Murray Pollock 301,554 - - - 301,554 301,554 301,554 22,731
John Rowe 181,820 - - - 181,820 181,820 181,820 45,456
Barry Sullivan 45,458 - - - 45,458 45,458 45,458 22,728
KMP’s
Graham Anderson (i) - - - - - - - -
John Fraser - - - - - - - -
Paul Mason (ii) - - - - - - - -
Leonard Math(i) - - - - - - - -
Erik Palmbachs 227,276 110,000 - - 337,276 227,276 227,276 56,819
Adrian Pelliccia - 34,000 - - 34,000 - - -
Stuart Pether 454,548 125,000 - - 579,548 454,548 454,548 113,637

104
Notes to the
(iii) Performance rights

The numbers of performance rights held during the financial year by each Director of Evolution Limited and other KMP’s of the Group, including their personally
related parties, are set out below:
2012
At end of period
Balance at
Balance Granted as Vested & Vested
Net other year end or Balance
at start of compen- Converted exercise- during
change resignation vested
period sation able period
date
Directors
Jacob Klein - 803,279 - - 803,279 - - -
James Askew - - - - - - - -
Lawrie Conway - - - - - - - -
Paul Marks - - - - - - - -
John Rowe - - - - - - - -
Peter Smith - - - - - - - -
Bruce McFadzean 160,000 532,787 160,000 - 532,787 - - -
Murray Pollock - - - - - - - -
Barry Sullivan - - - - - - - -
KMP’s
Tim Churcher - 163,665 - - 163,665 - - -
Aaron Colleran - 196,721 - - 196,721 - - -
Evan Elstein - 88,525 - - 88,525 - - -
Mark Le Messurier - 198,689 - - 198,689 - - -
Adrian Pelliccia 80,000 88,525 80,000 - 88,525 - - -
Raelene Wyatt - 81,967 - - 81,967 - - -
John Fraser 110,000 - 110,000 - - - - -
Paul Mason 44,000 - 44,000 - - - - -
Erik Palmbachs 110,000 - 110,000 - - - - -
Stuart Pether 125,000 - 125,000 - - - - -

Notes to the
The numbers of performance rights held during the previous financial year by each of Directors and KMP’s of the Group, including their personally related
parties, are set out below:
2011
At end of period
Balance at
Balance Granted as Vested & Vested
Net other year end or Balance
at start of compen- Converted exercise- during
change resignation vested
period sation able period
date
Directors
Bruce McFadzean - 160,000 - - 160,000 - - -
Murray Pollock - - - - - - - -
John Rowe - - - - - - - -
Barry Sullivan - - - - - - - -
KMP’s
Graham Anderson (i) - - - - - - - -
John Fraser - 110,000 - - 110,000 - - -
Paul Mason (ii) - 44,000 - - 44,000 - - -
Leonard Math (i) - - - - - - - -
Erik Palmbachs - 110,000 - - 110,000 - - -
Adrian Pelliccia - 80,000 - - 80,000 - - -
Stuart Pether - 125,000 - - 125,000 - - -

All performance rights issued to Directors and Key Management Personnel were made in accordance with the provisions of the LTIP. Further details of the LTIP
and of performance rights granted during the period are contained in the Directors Report and in Note 25.
(e) Transactions with other related parties

During the period, Newcrest became a related party by virtue of the shares issued to it as consideration for the acquisition of the Mt Rawdon and 70% of Cracow
assets. Directors Fees were paid to Newcrest Mining Limited for the services of two non-executive Directors, Mr Lawrie Conway and Mr Peter Smith, in the
amount of $135,277 (2011: Nil).
Newcrest also provided certain operational and financial services to the Company, following the acquisition from Newcrest of its 70% interest in the Cracow Gold
Mine and the 100% interest in the Mt Rawdon Gold Mine on 2 November 2011 to assist with the transition and integration of these assets to the Company. Fees
paid to Newcrest in the period in this regard amounted to $755,115 (2011: Nil)
Directors Fees in the amount of $68,333 was paid to International Mining and Finance Corp, a company of which Mr James Askew is a Director for services
provided during the period (2011: Nil).
John Rowe and Associates, a company of which Mr John Rowe is a Director, provided external consultant services to Catalpa Resources during the prior
year based on commercial rates and on an arm’s length basis. Total consultant fees paid to John Rowe and Associates during the financial year was nil.
(2011:$14,000).
Directors Fees in the amount of $51,377 (2011: Nil) was paid John Rowe and Associates for services provided during the period.
GDA Corporate, a company of which Mr Graham Anderson is a Director and Leonard Math is an employee, provided company secretarial, accounting and other
corporate services to Catalpa Resources Limited during the prior year. The amount paid for the period nil (2011:$42,000).
BJK Sullivan and Associates Pty Ltd, a company of which Mr Barry Sullivan is a Director, provided external consultant services to Catalpa Resources Limited
during the prior year based on commercial rates and on an arm’s length basis. Total consultant fees paid to BJK Sullivan and Associates is nil (2011:$5,000).
106
Notes to the
26. AUDITOR’S REMUNERATION

During the year, the following fees were paid or payable for services provided by the auditor of the parent entity:
30 June 2012 30 June 2011
$ $
PwC Australia
(a) Audit and other assurance services
(a)
Audit and review of financial statements 310,000 -
Other assurance services 79,000 -
389,000 -
(b) Taxation services – tax compliance and advice

(b) 163,533 -
(c) Other services – accounting advice and support
(c) 50,967 -
214,500 -
Deloitte Touche Tohmatsu
(a) Audit and other assurance services
(b) Audit and review of financial statements 113,538 98,425
(b) Other services
(a)
Proposed merger with Conquest Mining Limited 113,350 26,000
Advice on corporate strategy - 84,983
Merger implementation assistance 386,474 -
613,362 209,408
27. GOLD DELIVERY COMMITMENTS
As at 30 June 2012 Gold for physical delivery Contracted sales price Value of committed sales
(ounces) A$ $’000
Within one year 66,589 1,573 104,744
Later than one year but not greater than five
157,588 1,573 247,886
years
224,177 352,630
As at 30 June 2011 Gold for physical delivery Contracted sales price Value of committed sales
(ounces) A$ $’000
Within one year 62,159 1,573 97,776
Later than one year but not greater than five
224,177 1,573 352,631
years
286,336 450,407
The counterparty to the physical gold delivery contract is Macquarie Bank Limited (‘Macquarie’). The contracts are settled on a quarterly basis by physical delivery of
gold per Macquarie’s instructions. The contracts are accounted for as sale contracts with revenue recognised once the gold has been delivered to Macquarie or its
agent.The physical gold delivery contract is considered a contract to sell a non-financial item and is therefore out of the scope of AASB 139. As a result no derivatives
are required to be recognised. The Company has no other gold sale commitments with respect to its current operations.

Notes to the
28. capital and lease Commitments

Exploration expenditure commitments
In order to maintain current rights of tenure to exploration tenements, the Group is required to perform minimum exploration work to meet minimum
expenditure requirements specified by various government authorities. These obligations are subject to renegotiation when application for a mining lease
is made and at various other times. These obligations are not provided for in the financial report and are payable:
30 June 2012 30 June 2011

$’000 $’000
Not later than one year 6,828 871
Later than one year but not later than five years - 50
Total 6,828 921
Capital commitments
The Group has the following capital commitments in relation to capital projects at operating mines and the construction of the Mt Carlton project:
30 June 2012 30 June 2011

$’000 $’000
Later than one year but not later than five years - -
Total 34,370 629
Non-cancellable operating lease expense commitments

The Group has the following operating lease commitments not provided for in the financial statements:
30 June 2012 30 June 2011

$’000 $’000
Later than one year but not later than five years 5,062 1,551
Total 31,876 1,902
Finance lease and hire purchase commitments

30 June 2012 30 June 2011
$’000 $’000
Within one year 3,480 358
Within two to five years 3,775 424
Later than five years - -
Total minimum lease payments 7,255 782
Less amounts representing finance charges (608) (98)
Present value of minimum lease payments 6,647 684
Current portion 3,043 285

Non-current portion 3,604 399
6,647 684
29. CONTINGENCIES
The Group has provided bank guarantees in favour of various government authorities and service providers with respect to site restoration, contractual obligations
and premises at 30 June 2012. The total of these guarantees at 30 June 2012 was $30.130 million with various financial institutions.(30 June 2011: $5.10 million).
In addition to the above guarantees, Newcrest Mining Limited (‘Newcrest’) is holding $13.550 million in performance bonds relating to Cracow and Mt Rawdon
operations on behalf of the Group (2011: $2.10 million). These bonding obligations will be transferred to Evolution once the asset sale agreements have been
appropriately stamped by the Queensland Office of State Revenue.
108
Notes to the
30. JOINTLY CONTROLLED OPERATION

The Cracow Gold Operations located in Queensland was a joint venture which the Group previously held 30% and acquired the remaining 70% from Newcrest on
2 November 2011 (refer to Note 22). Under this previous arrangement, each joint venture partner was responsible for selling their share of gold produced.
The Group’s interest, as a venturer, in assets employed in the Cracow Gold Operations is detailed below. The amounts are included in the consolidated financial
statements under their respective asset categories as a result of the proportionate consolidation of the Cracow Gold Operations:
30 June 2012 30 June 2011

Share of joint venture operation’s assets and liabilities
$‘000 $‘000
Current assets - 5,929

Non-current assets - 27,223
Total assets - 33,152
Current liabilities - 5,297

Non-current liabilities - 572
Total liabilities - 5,869
Net assets - 27,283
Share of joint venture revenue, expenses and results

Interest revenue 82 57
Expenses (13,968) (26,888)
Loss before income tax (13,886) (26,831)
Each joint venture partner was responsible for selling their share of gold production, hence the joint venture did not generate any revenue from gold sales.
31. INFORMATION RELATING TO EVOLUTON MINING LIMITED (“THE PARENT ENTITY”)

30 June 2012 30 June 2011
$’000 $’000
Financial position of parent entity at year end
Current assets 135,912 1,807
Total assets 996,434 158,679
Current liabilities 30,265 1,962
Total liabilities 80,641 10,974
Total equity of the parent entity comprising of:

Share capital 1,045,751 185,465
Reserves 14,845 5,301
Accumulated losses (144,804) (43,061)
Total equity 915,792 147,705
Result of parent entity

(Loss) of the parent entity (82,671) (12,984)
Other comprehensive (loss)/ income (5,770) 157
Total comprehensive (loss) of the parent entity (88,441) (12,827)
The parent company has entered into a deed of cross guarantee with its subsidiaries.
The Group has provided bank guarantees, as detailed in Note 29 “Contingencies”.

Notes to the
32. EVENTS AFTER THE BALANCE SHEET DATE

On 25 June 2012, Evolution had agreed to acquire Holleton gold project, located south of its Edna May Gold Mine in Western Australia. Pursuant to the
terms of the agreement, Evolution has subsequently issued 500,000 fully paid shares to Independence Group NL.
No other matter or circumstance has arisen since 30 June 2012 that has significantly affected, or may significantly affect, the operations of the Group, or
the state of affairs of the Group and its controlled entities in subsequent periods.
110
directors’ declaration
The Directors declare that:

(a) The financial report of the Consolidated Entity, and the additional disclosures included in the Directors’ report designated as audited are in
accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2012
(ii) and of the Consolidated Entity’s performance for the year ended on that date;
(iii) complying with Accounting Standards and Corporations Regulations 2001;
(b) There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and
(c) in the directors’ opinion, the financial statement and notes thereto are in accordance with International Financial Reporting Standards issued by
the International Accounting Standards Board, as stated in Note 1 (a) to the financial statements.
This declaration has been made after receiving the declarations required to be made to Directors in accordance with section 295A of the Corporations Act
2001 for the financial year-ended 30 June 2012.
Jacob Klein Graham Freestone

Executive Chairman Lead Independent Director and
Chair of the Audit Committee
Sydney
30 August 2012

SHAREHOLDER INFORMATION
Distribution of Shares (as at 17 September 2012)

No of
Range Securities % %
Holders
100,001 and Over 628,017,986 88.75 202 1.76

10,001 to 100,000 53,667,634 7.58 2,052 17.85
5,001 to 10,000 12,478,515 1.76 1,734 15.09
1,001 to 5,000 12,108,716 1.71 4,682 40.73
1 to 1,000 1,332,862 0.19 2,824 24.57
Total 707,605,713 100.00 11,494 100.00
Unmarketable Parcels 0 0.00 0 0.00
Substantial Shareholders
The following shareholders are recorded as substantial shareholders (as at 17 September 2012):
Fully Paid Ordinary Shares

Name Number Percentage
Newcrest Mining 231,082,631 32.66%
Van Eck Associates Corporation 43,595,715 6.16%
Total 274,678,346 38.82%
112
SHAREHOLDER INFORMATION
Twenty Largest Shareholders (as at 17 September 2012)

Fully Paid Ordinary Shares
Ordinary Shareholders Number Percentage
NEWCREST HOLDINGS (INVESTMENTS) PTY LTD 231,082,631 32.66%
NATIONAL NOMINEES LIMITED 122,556,810 17.32%
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 73,473,272 10.38%
J P MORGAN NOMINEES AUSTRALIA LIMITED 38,839,085 5.49%
JP MORGAN NOMINEES AUSTRALIA LIMITED 22,371,469 3.16%
CITICORP NOMINEES PTY LIMITED 22,299,164 3.15%
BNP PARIBAS NOMS PTY LTD 11,006,571 1.56%
MR DONALD ROBIN WALKER 6,015,385 0.85%
TRINITY MANAGEMENT PTY LTD 5,382,930 0.76%
AMP LIFE LIMITED 4,933,179 0.70%
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSCO ECA 4,787,840 0.68%
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 4,449,722 0.63%
LUJETA PTY LTD 4,220,000 0.60%
MR MARK GARETH CREASY 3,856,176 0.54%
UBS WEALTH MANAGEMENT AUSTRALIA NOMINEES PTY LTD 3,437,403 0.49%
CITICORP NOMINEES PTY LIMITED 2,913,581 0.41%
RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED 2,588,243 0.37%
MR DAVID GEORGE METFORD 2,305,000 0.33%
BNP PARIBAS NOMS PTY LTD 2,171,442 0.31%
RENEAGLE PTY LTD 2,039,330 0.29%
Total 570,729,233 80.66%
Balance of Register 136,876,480 19.34%
Grand total 707,605,713 100.00%
1.5 Share Buy-Backs

There is no current on-market buy-back scheme.
2. Other Information
Evolution Mining Limited, incorporated and domiciled in Australia, is a public listed Company limited by Shares.

Independent Auditor’s
Report
114
Report

CORPORATE INFORMATION
Report
ABN 74 084 669 036
Directors
Jacob Klein (Executive Chairman)
James Askew (Non-Executive Director)
Lawrie Conway (Non-Executive Director)
Graham Freestone (Lead Independent Director)
Paul Marks (Non-Executive Director)
John Rowe (Non-Executive Director)
Peter Smith (Non-Executive Director)
Company Secretary
Evan Elstein
Registered Office
Level 28, 175 Liverpool Street
SYDNEY NSW 2000
Postal Address
Level 28, 175 Liverpool Street
SYDNEY NSW 2000
Tel: (+612) 9696 2900
Fax: (+612) 9696 2901
Share Register
Link Market Services
Level 12, 680 George Street
SYDNEY NSW 2000
Tel: 1300 554 474 or
(+612) 8280 7111
Fax: (+612) 9287 0303
Email:[email protected]
Auditors
PricewaterhouseCoopers
201 Sussex Street
SYDNEY NSW 2000
Tel: (+612) 8266 0000
Internet Address
www.evolutionmining.com.au
Stock Exchange Listing

Evolution Mining Limited (EVN) shares are listed on the Australian Securities Exchange.
116

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EVOLUTION MINING limited

CONTENTS COMPANY PROFILE

2012 evolution mining ANNUAL REPORT

Ore Reserves and Mineral Resources

2012 evolution mining ANNUAL REPORT

In the 2012 Financial Year we produced 280,401 ounces

Safety Evolution recognises that building internal capability and

During the year, Evolution conducted a group-wide audit

Mt Rawdon: Truck pulling community fundraiser - Mt Perry

2012 evolution mining ANNUAL REPORT

Environmental Responsibility Each operation is currently involved in regular

A landform efficiency design plan is being implemented Rock Wallabies - Cracow

FY2012 Gold Production by operation

80,000 75,747 73,265

2012 evolution mining ANNUAL REPORT

FY2012 Units Cracow Pajingo Edna May Mt Rawdon Total

Tonnes processed 000’t 527 487 2,373 3,434 6,822

Head grade g/t 6.47 5.08 1.07 0.95 1.72

Total gold produced oz 102,565 75,747 73,264 95,403 346,979

Attributable gold produced 1 oz 78,779 57,154 73,264 71,205 280,401

Attributable Total Cost� 3 A$/oz 1,078 1,138 1,178 960 1,087

2012 evolution mining ANNUAL REPORT

Construction activities at Mt Carlton

A mine-by-mine breakdown of the production forecasts is provided in the table below.

Cracow 90,000 – 100,000 780 – 820

Pajingo 85,000 – 90,000 730 – 780

Mt Rawdon 95,000 – 110,000 600 – 660

Edna May 75,000 – 80,000 840 – 890

Mt Carlton 25,000 – 30,000 790 – 860

Group 370,000 – 410,000 730 – 790

2012 evolution mining ANNUAL REPORT

Reverse circulation drilling at Perrins Prospect

Cracow, Queensland Significant intercepts included 8.0m grading 10.87g/t gold

2012 evolution mining ANNUAL REPORT

Underground contractor - Cracow

2012 evolution mining ANNUAL REPORT

Group Mineral Resources - June 2012

Gold Gold Gold Gold Gold Gold Gold Gold

Silver Resources Measured Indicated Inferred Total Resources

Silver Silver Silver Silver Silver Silver Silver Silver

Copper Resources Measured Indicated Inferred Total Resources

Copper Copper Copper Copper Copper Copper Copper Copper

Measured Indicated Inferred Total Resources

Gold Gold Gold Gold Gold Gold Gold Gold

Group Ore Reserves - June 2012

Gold Gold Gold Gold Gold Gold

Pajingo Open-pit 0.7 - - - 0.214 3.3 23 0.214 3.3 23

Silver Reserves Proved Probable Total Reserve

Silver Silver Silver Silver Silver Silver

Mt Carlton Open-pit ** 5.56 69 12,322 4.61 20 2,991 10.2 47 15,313

Total 5.56 69 12,322 4.61 20 2,991 10.2 47 15,313

Copper Reserves Proved Probable Total Reserve

Copper Copper Copper Copper Copper Copper

Proved Probable Total Reserve

Gold Equivalent Reserves Gold Gold Gold Gold Gold Gold

2012 evolution mining ANNUAL REPORT

Competent Persons Statement

Australian Mine Design and

Edna May Underground Mineral