Top Up Offer Changes Signal Control Challenges for Evolution Energy Minerals Investors

Context and Purpose of the Supplementary Prospectus

Evolution Energy Minerals Limited (ASX: EV1) has released a supplementary prospectus dated 23 February 2026, providing important clarifications and updates to its previously issued prospectus from 10 February 2026. The key focus of this update is the allocation policy governing the company's Top Up Offer, a mechanism allowing shareholders to apply for additional shares beyond their initial entitlement.

This supplementary document is not introducing any material adverse changes but serves to reinforce the company's commitment to regulatory compliance and prudent governance, particularly around shareholder control limits and takeover law provisions.

Director Discretion and Control Safeguards

The updated allocation policy explicitly grants the board of directors absolute discretion, in consultation with the lead manager, over how shares are allocated under the Top Up Offer. This discretion is exercised with multiple considerations in mind: maximising funds raised, protecting the company’s best interests, and crucially, avoiding any unacceptable control effects that could arise if a single shareholder or group gains excessive voting power.

To this end, the company has set clear caps on voting power thresholds. No shareholder will be permitted to exceed 19.9% voting power through participation in the offer. Specifically, ARCH Sustainable Resources GPCo Limited will not receive allocations that push its voting power beyond 27.31%, and the underwriter and sub-underwriter have similar caps at 15.68% and 23.06%, respectively. These measures aim to prevent any breaches of the Corporations Act’s takeover provisions and maintain a balanced shareholder register.

Implications for Shareholders and the Market

For investors, this means that while the Top Up Offer presents an opportunity to increase their stake, there is no guarantee of receiving the full number of shares applied for. Applications may be scaled back or rejected to comply with the company’s allocation policy and legal requirements. Importantly, directors and related parties will not participate in the Top Up Offer or shortfall allocations without shareholder approval, ensuring transparency and fairness.

The supplementary prospectus also clarifies that no withdrawal rights arise for applicants who have already submitted applications under the original prospectus, signalling stability and continuity in the offer process.

Regulatory Compliance and Corporate Governance

Evolution Energy Minerals’ approach reflects a cautious and compliant stance in navigating the complex regulatory environment surrounding equity offers. By explicitly referencing the Corporations Act and ASX Listing Rules, and by adhering to guidance from the Takeovers Panel, the company demonstrates its intent to avoid any potential takeover risks or shareholder disputes that could arise from uncontrolled share allocations.

Craig Moulton, Managing Director, has authorised the release of this supplementary prospectus, underscoring the board’s active role in overseeing the offer and safeguarding shareholder interests.