EVOLUTION MINING LIMITED — AGM Information 2010

Oct 24, 2010

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ACN 084 669 036

NOTICE OF ANNUAL GENERAL MEETING

PROXY FORM

EXPLANATORY MEMORANDUM

Date of Meeting Tuesday, 23 November 2010

Time of Meeting 11.00am

Place of Meeting City West Receptions 45 Plaistowe Mews West Perth, WA 6005

IMPORTANT NOTICES

What You Should Do

STEP ONE

Read the Meeting Documentation

This is an important document. You should read all of the Meeting Document before deciding whether or not to approve any of the Resolutions. If you do not understand any of it, or are not sure what to do, please consult your legal or financial adviser immediately.

STEP TWO

Vote

If you are unable to attend the meeting in person, you should complete the Proxy Form and ensure that it (and any power of attorney under which it is signed) is received by Catalpa’s Share Registry at an address given below not later than 11.00am (WST) on Sunday, 21 November 2010. Proxy Forms received after that time will be invalid.

By mail: Security Transfer Registars Pty Ltd PO Box 535 Applecross, WA 6953 By hand: Suite 1 770 Canning Highway Applecross, WA 6953 By fax: +61 8 9315 2233

For details on how to complete the Proxy Form, please refer to the instructions in the Notice of Annual General Meeting and on the Proxy Form.

The Board recommends that you vote ‘FOR’ each of the Resolutions by completing the enclosed Proxy Form.

QUESTIONS

If you have any questions about any matter contained in this document, please contact Leonard Math on +61 8 9322 2700.

KEY DATES

Sunday 21 November 2010 at Deadline for lodgement of Proxy Forms 11.00am (WST) Sunday 21 November 2010 at Date and time for determining eligibility to vote 11.00am (WST) Tuesday 23 November 2010 at Date of Annual General Meeting 11.00am (WST)

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CATALPA RESOURCES LIMITED ACN 084 669 036

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Members of Catalpa Resources Limited ACN 084 669 036 (“Catalpa/the Company”) will be held at City West Receptions, 45 Plaistowe Mews, West Perth, WA 6005 on Tuesday, 23 November 2010 AT 11.00am (WST).

AGENDA

ORDINARY BUSINESS

Annual Financial Report

To receive and consider the annual financial report of the Company and the reports of the Directors and the Auditors for the financial year ended 30 June 2010.

Resolution 1 - Adoption of Remuneration Report

To consider, and if thought fit, pass the following as an ordinary resolution:

“That the remuneration report forming part of the Company’s 2010 Annual Report for the year end 30 June 2010, which accompanied the Notice of Annual General Meeting, be adopted.”

Note – the vote on this resolution is advisory only and does not bind the Directors or the Company.

Resolution 2 - Re-election of Mr Barry Sullivan as a Director

To consider, and if thought fit, pass the following as an ordinary resolution:

“That, Mr Barry Sullivan, being a Director who retires by rotation in accordance with clause 13.2 of the Constitution and being eligible for re-election, is re-elected as a Director.”

Resolution 3 - Election of Mr Peter Maloney as a Director

To consider, and if thought fit, pass the following as an ordinary resolution:

“That, Mr Peter Maloney, having been appointed as a Director since the last annual general meeting and who retires in accordance with clause 13.3 of the Constitution and being eligible for election, is elected as a Director.”

Resolution 4 - Election of Mr Graham Freestone as a Director

To consider, and if thought fit, pass the following as an ordinary resolution:

“That, Mr Graham Freestone, having been appointed as a Director since the last annual general meeting and who retires in accordance with clause 13.3 of the Constitution and being eligible for election, is elected as a Director.”

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Resolution 5 - Change of auditor

To consider, and if thought fit, pass the following as an ordinary resolution:

“That Deloitte Touche Tohmatsu Australia, having been nominated for appointment as Catalpa’s auditor and having consented in writing to so act, be appointed as auditor of Catalpa with such appointment to take effect from the later of the passing of this resolution and the time at which the resignation of PKF Australia Ltd as auditor takes effect.”

Resolution 6 - Increase in Directors’ fees

To consider, and if thought fit, pass the following as an ordinary resolution:

“That, for the purposes of clause 13.7 of the Constitution, ASX Listing Rule 10.17 and for all other purposes, the maximum aggregate fees payable to Non-Executive Directors be increased by $400,000 from $350,000 per annum to $750,000 per annum.”

SPECIAL BUSINESS

Resolution 7 – Adoption of new constitution

To consider and if thought fit, to pass the following resolution as a special resolution:

“That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, the Company adopts a new constitution in the form as signed by the chairman of the Annual General Meeting for identification purposes, in lieu of the existing constitution of the Company, effective at the close of the Annual General Meeting.”

NOTE - The proposed constitution will contain proportional takeover approval provisions. These provisions are discussed in more detail in the attached Explanatory Memorandum.

Resolution 8 – Catalpa Employee Share Option and Performance Rights Plan

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That the following be approved for the purpose of ASX Listing Rule 7.2 (Exception 9) and sections 200B and 200E of the Corporations Act and for all other purposes:

• the establishment and operation of a long term incentive plan for the provision of incentives to the chief executive officer, direct reports to the chief executive officer and other persons who the Board declares are eligible to receive options and, or, performance rights ( Participants ), to be called the Catalpa Employee Options and Performance Rights Plan ( Plan );

• the grant of options and performance rights, and the subsequent issue or transfer of Shares to Participants under the Plan; and

• the giving of benefits under the Plan to a person by the Company, its related bodies corporate or their associates in connection with that person ceasing to hold a managerial or executive office in the Company or a related body corporate of the Company,

each as described in the attached Explanatory Memorandum.”

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Resolution 9 – Issue of Options and Performance Rights to Mr Bruce McFadzean

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That the issue of 360,000 Options and 160,000 Performance Rights to Mr Bruce McFadzean, and the issue of Shares following the exercise of such Options and the vesting of such Performance Rights to Mr Bruce McFadzean be approved for the purposes of ASX Listing Rule 10.14 and for all other purposes, on the terms set out in the Explanatory Memorandum.”

Resolution 10 – Termination benefits

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of sections 200B and 200E of the Corporations Act, the Company is authorised to give each of Mr Bruce McFadzean, Mr Erik Palmbachs and Mr Stuart Pether the benefits which may be given in connection with their retirement from office in the Company the details of which are set out in the attached Explanatory Memorandum”

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ENTITLEMENT TO VOTE

1. Snapshot Date

It has been determined that under regulation 7.11.37 of the Corporations Regulations, for the purposes of the Annual General Meeting, Shares will be taken to be held by the persons who are the registered holders at 11.00am (WST) on Sunday, 21 November 2010. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

2. Voting Exclusion:

The Company will disregard any votes cast on:

• Resolution 6 by any of the Directors and their associates;

• Resolutions 8 and 9 by:

• (a) any Director of the Company who is eligible to participate in any employee incentive scheme in relation to the Company; and

• (b) an associate of any such a Director.

Notwithstanding these exclusions, the Company will not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the

• Proxy Form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a

• direction on the Proxy Form to vote as the proxy decides.

In addition, if the Corporations Act requires, a vote on Resolutions 8 and 10 must not be cast (in any capacity) by or on behalf of any person who may be entitled to receive a benefit in connection with that person’s retirement from office, or position of employment, the subject of Resolutions 8 and 10, or an associate of that person. However, a person is entitled to cast a vote if:

• it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the resolution;

• and

• it is not cast on behalf of the person or an associate of that person.

In any event, the Company has determined that it will disregard any such votes by an employee in determining whether Resolutions 8 and 10 are implemented.

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PROXY

A Member entitled to attend and to vote at the Annual General Meeting is entitled to appoint a proxy to attend and to vote instead of the Member. The proxy need not be a Member and can be an individual or a body corporate.

If a Member appoints a body corporate as a proxy, that body corporate will need to ensure that it:

• appoints an individual as its corporate representative to exercise its powers at the Annual General Meeting, in

• accordance with section 250D of the Corporations Act; and

• provides satisfactory evidence of the appointment of its corporate representative prior to commencement of

• the Annual General Meeting.

If such evidence is not received before the Annual General Meeting, then the body corporate (through its representative) will not be permitted to act as a proxy.

Members are entitled to appoint up to two individuals to act as proxies to attend and vote on their behalf. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Member’s voting rights.

A proxy must be signed by the Member or his/her attorney duly authorised in writing or, if the Member is a corporation, under its common seal or under the hand of an authorised officer or attorney. The Proxy Form and the power of attorney or other authority (if any) under which the Proxy Form is signed, or a copy or facsimile which appears on its face to be an authentic copy of that proxy, power or authority, must be returned to Catalpa’s Share Registry at an address given below by no later than 11.00am (WST) on Sunday, 21 November 2010:

By mail: Security Transfer Registars Pty Ltd PO Box 535 Applecross, WA 6953 By hand: Suite 1 770 Canning Highway Applecross, WA 6953 By fax: +61 8 9315 2233

A Proxy Form accompanies this Notice of Annual General Meeting.

If the Shares are registered in the name of more than one person, all such Members must sign the Proxy Form.

To be valid, a Proxy Form and the Power of Attorney under which it is signed or proof thereof must be to the satisfaction of the Directors.

BY ORDER OF THE BOARD

Dated 13 October 2010

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Leonard Math Company Secretary

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CATALPA RESOURCES LIMITED

ACN 084 669 036

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is for the information of Members in connection with Resolutions to be considered at the Annual General Meeting of the Company to be held on Tuesday, 23 November 2010 at 11.00am (WST). If Members are in doubt as to how they should vote, they should seek advice from their professional advisors before voting.

Ordinary Business

Annual Financial Report

The Corporations Act requires the reports of the Directors and auditors and the annual financial report, including the financial statements of the Company for the year ended 30 June 2010, to be laid before the Annual General Meeting, but does not require a formal resolution on the financial statements or reports. However, provision will be made at the Annual General Meeting for Members to question the Directors and the Auditor should they wish to do so regarding, among other things, the conduct of the audit, the independence of the Auditor, preparation and content of the reports and accounting policies of the Company.

Resolution 1 – Adoption of Remuneration Report

Section 250R of the Corporations Act requires a listed company to put to its members at each annual general meeting a resolution adopting the report on the remuneration of the Company’s Directors, Executives and Senior Managers included in the Company’s annual report. Resolution 1 is being proposed to comply with this requirement. The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Note - A reasonable opportunity will be provided for discussion of the remuneration report at the AGM.

Resolution 2 – To Re-elect Mr Barry Sullivan as a Director

The Constitution requires that one third of the Directors in office (other than a Managing Director) must retire by rotation at each annual general meeting of the Company. Mr Sullivan therefore retires at the forthcoming Annual General Meeting in accordance with the Constitution and being eligible, has offered himself for re-election.

Mr Sullivan is an experienced and successful mining engineer with a career spanning 40 years in the mining industry. His initial mining experience was gained in the South African gold mining industry, followed by more than 20 years with Mount Isa Mines Limited ( MIM ). In the final 5 years of his tenure with MIM, Mr Sullivan was Executive General Manager responsible for the extensive Mount Isa and Hilton operations. More recently, Mr Sullivan has been working with a number of smaller exploration and mining companies. Presently Mr Sullivan is a non-executive director and chairman of Exco Resources Limited. Mr Sullivan was previously a non-Executive director of Allegiance Mining Limited, Lion Mining Limited and Lion Selection Limited. Mr Sullivan has not held any other listed company directorships within the last 3 years.

Board Recommendation

The Board, with Mr Sullivan abstaining, unanimously recommends that Members vote to approve Resolution 2.

Resolution 3 – To elect Mr Peter Maloney as a Director

Mr Maloney was appointed a Director since the last annual general meeting. The Constitution provides that any Director appointed since the last annual general meeting holds office only until this meeting and is then eligible for election. Mr Maloney therefore offers himself for election.

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Mr Maloney has broad commercial, financial and management expertise and experience. In a long career with WMC Resources, he held the positions of Treasurer, Executive Vice President Americas and Manager Commercial and Marketing – WA. He has also been Executive General Manager Finance at Santos, Chief Financial Officer at F H Faulding and Chief Financial Officer of Lion Selection. Mr Maloney has also been a non-executive director of several companies and organisations, including Indophil Resources, Barra Resources and chairman of Southern Health, the largest healthcare provider in Victoria.

Mr Maloney holds a Bachelor of Commerce from the University of Melbourne and an MBA from the University of Rochester. He has also completed the Advanced Management Program at Harvard Business School.

Mr Maloney has not held any other listed company directorships within the last 3 years.

Board Recommendation

The Board, with Mr Maloney abstaining, unanimously recommends that Members vote to approve Resolution 3.

Resolution 4 – To elect Mr Graham Freestone as a Director

Mr Freestone was appointed a Director since the last annual general meeting. The Constitution provides that any Director appointed since the last annual general meeting holds office only until this meeting and is then eligible for re-election. Mr Freestone therefore offers himself for re-election.

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 and AngloGold. He had a leading role in the float of the Shell Group’s Australian gold interests in 1994 through Acacia Resources Limited and was Acacia’s Chief Financial Officer and Company Secretary from 1994 until 2001. From 2001 to 2009 he was a non-executive director of Lion Selection Group and its Audit Committee Chair. He became a director and chair of the Audit and Risk Committee of Catalpa in 2009.

Mr Freestone was previously a non-executive director of Lion Selection Limited until its merger with Catalpa Resources Limited, AuSelect Limited (resigned 7 December 2007) and Lion Selection Group Limited (resigned 7 December 2007). Mr Freestone has not held any other listed company directorships within the last 3 years.

Board Recommendation

The Board, with Mr Freestone abstaining, unanimously recommends that Members vote to approve Resolution 4.

Resolution 5 – Change of Auditor

The Company’s existing auditors, PKF Australia Ltd, Chartered Accountants and Business Advisers ( PKF ), have applied to the Australian Securities and Investment Commission for consent to resign as auditor of the Company with effect from the date of the Annual General Meeting.

Pursuant to section 328(1) of the Corporations Act, a Member, Mr Erik Palmbachs, has nominated Deloitte Touche Tohmatsu Australia ( Deloitte ) as the new auditor of the Company. A copy of the notice of nomination is set out in the Annexure to this Explanatory Memorandum. The Directors have invited Deloitte to act as the new auditors of the Company. Deloitte has consented to act as auditors of the Company.

In accordance with section 327B(1)(b) of the Corporations Act, the appointment of Deloitte as auditors of the Company, subject to the resignation of PKF Australia Ltd taking effect, is put to Members for approval.

Board Recommendation

The Board unanimously recommends that Members vote to approve Resolution 5.

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Resolution 6 – Approval of Directors’ fees

Clause 13.7 of the Company’s Constitution provides that the Non-Executive Directors shall not be paid remuneration that exceeds the fixed sum per annum as may from time to time be determined by the Members in general meetings, to be divided between the Non-Executive Directors as the Directors shall determine and, in default of agreement between them, in equal shares. Additionally, ASX Listing Rule 10.17 provides that a listed company must not, without Member approval, increase the total amount of Non-Executive Directors’ fees.

Members last approved an increase in the maximum aggregate amount of fees payable to Non-Executive Directors at the 2008 annual general meeting of the Company. The current maximum is $350,000.

The proposed increase to the maximum aggregate annual Non-Executive Directors’ fees does not mean that the Company must pay the entire amount approved each year. Proposed fees for 2010/11, including the 9% superannuation levy amount to $442,000. However, the Board considers that the proposed increase in the total fees is appropriate having regard to the following factors:

• The current level of fees has been in place since 2008 and since that time the number of Non-Executive Directors has been increased by one following the merger with Lion Selection. In addition the Company’s growth and the increased size and complexity of its business have resulted in a significant increase in the workload and responsibility assumed by the current Non-Executive Directors for which they should be properly remunerated; and

• Non-Executive Director fees now include the 9% statutory superannuation; and

• If it is considered necessary to increase the size of the Board, the Company requires the flexibility in the amount of Non-Executive Directors’ fees that it can pay in order to ensure that the Company will be in a position to continue to attract Non-Executive Directors of the highest calibre.

Board Recommendation

The Board unanimously recommends that Members vote in favour of Resolution 6.

Special Business

Resolution 7 – To adopt new Constitution

Overview

Pursuant to section 136(2) of the Corporations Act, a company may modify or repeal its constitution or a provision of its constitution by a special resolution of shareholders. Resolution 7 is a special resolution which will enable the Company to adopt a new constitution.

The Company’s current constitution was adopted upon incorporation in 2002 and has not been changed since that time.

Since that time, there have been a number of developments in corporate governance principles and general corporate and commercial practice for ASX listed companies. In addition, there have been a number of amendments to the ASX Listing Rules, the Corporations Act and the ASX Settlement Operating Rules (formerly the Security Clearing House Business Rules and the ASTC Settlement Rules) which should be incorporated into the Company’s constitution. Catalpa wishes to ensure that its constitution reflects “best market practice”. The Directors therefore propose to adopt a new constitution that is drafted in a modern, clear style and that will provide sufficient flexibility for the constitution to remain relevant as practices change and Catalpa continues to grow.

Given the number of the proposed changes which would need to be made throughout the existing constitution, the Directors have determined that it is more appropriate to adopt a new constitution than to put forward a resolution proposing amendments to the Company’s existing constitution.

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Many of the proposed changes that will be introduced under the new constitution are primarily of an administrative nature which the Directors do not believe will have a significant impact on Members. The major differences between the existing constitution and the proposed new constitution are set out below.

A copy of the proposed new constitution is available for review by Members at the office of the Company and on the Company’s website at www.catalparesources.com.au. A copy will be available for inspection at the Annual General Meeting. A copy of the proposed new constitution will also be sent to Members on request prior to the Annual General Meeting free of charge.

Definitions

The proposed constitution updates the definitions used to reflect current terminology and, where possible, relies on terms defined in the Corporations Act, the ASX Listing Rules and the ASX Settlement Operating Rules.

Distribution of profits

The proposed constitution includes changes to broaden the methods by which the Company may distribute or deal with its profits.

In particular, rule 4.3 gives the Company greater flexibility where a capital return or other distribution is to be made in a non-cash form.

General meetings

The proposed constitution includes certain changes to assist with the orderly conduct of general meetings of the Company.

Rule 7.2(c) gives greater protection to Members who have relied on a notice of meeting when deciding to appoint a proxy to vote on their behalf by preventing subsequent amendment to the terms of the proposed resolutions during the course of general meetings except with the approval of the Directors or the chairperson.

Rule 7.3 gives the chairperson powers to take action to protect the safety of persons attending a general meeting and to preserve the orderly conduct of the meeting, such as refusing admission to or requiring to leave a person in possession of an article considered by the chairperson to be dangerous, offensive or liable to cause disruption.

Rule 7.6(f) makes the chairperson’s rights to adjourn, postpone or suspend a general meeting exclusive and so, unlike in the existing constitution, members cannot adjourn the meeting by ordinary resolution. The power is given exclusively to the chairperson with the intention of ensuring that adjournments, postponements or suspensions cannot be used to disrupt the orderly conduct of the meeting and only occur when necessary.

Direct voting

Rule 7.7(j) of the proposed constitution allows for direct voting at a general meeting or class meeting. A direct vote includes a vote delivered to the Company by post, fax or other electronic means before the meeting. The rule leaves it to the Directors to prescribe regulations and procedures setting out the details for valid direct voting, such as the form, method and timing of giving a direct vote.

Proxies

Rule 7.9(k) of the proposed constitution codifies the general law powers of the Company to complete or amend incomplete or unclear proxy appointments by getting instructions from the appointing shareholder.

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Directors

The rules governing the election of Directors have been simplified to suit a board of the Company’s size. In particular, Rule 8.1 avoids the possibility that the Directors would be required to retire in some circumstances more frequently than is required under ASX Listing Rule 14.4.

ASX Listing Rule 14.3 requires a listed company to accept nominations for Directors up to 35 business days before a general meeting at which Directors may be elected, unless the company’s constitution provides otherwise. Rule 8.1(k) will require that nominations for election to the Board be given between 60 and 90 business days before the relevant general meeting. This time period is necessary due to the requirement to give 28 clear days’ notice of the general meeting and the time necessary for printing and distribution of a notice of meeting, along with the difficulty of having a long nominations period.

Notice requirements

Rule 14.1 of the proposed constitution sets out the general notice requirements and modernises the provisions relating to electronic transmission of notices.

Adoption of Proportional Takeover Approval Provision

As part of the proposal to adopt a new constitution in Resolution 7 in the accompanying notice of meeting, it is intended to insert proportional takeover approval provisions into the constitution at Rule 6. The Corporations Act sets out the terms of the relevant provisions to be included in the constitution. The Corporations Act also requires that the Company provide you with sufficient information to make an informed decision on whether to support or oppose the resolution.

The following information is required to be provided to Members under the Corporations Act:

Why do we need proportional takeover approval provisions?

In a proportional takeover bid, the bidder offers to buy a proportion only of each shareholder’s shares in the target company. This means that control of the company may pass without shareholders having the chance to sell all their shares to the bidder. The bidder may take control of the company without paying an adequate amount for gaining control.

To deal with this possibility, a company may provide in its constitution that if a proportional takeover bid is made for shares in the company, shareholders must vote on whether to approve or reject the bid and that decision will be binding on all the shareholders.

The benefit of the provision is that shareholders are able to decide collectively whether the proportional offer is acceptable in principle and therefore whether it may proceed. It may also ensure that any partial offer is appropriately priced.

What is the effect of the proportional takeover approval provisions?

If a proportional takeover bid is made, the Directors must ensure that shareholders vote on a resolution to approve the bid more than 14 days before the bid period closes.

The vote is decided on a simple majority.

Each person who, as at the end of the day on which the first offer under the bid was made, held bid class securities is entitled to vote, but the bidder and its associates are not allowed to vote. If the resolution is not passed, transfers which would have resulted from the acceptance of a bid will not be registered and the bid will be taken to have been withdrawn.

If the bid is approved (or taken to have been approved), the transfers must be registered if they comply with the Corporations Act and the company’s constitution. The Directors will breach the Corporations Act if they fail to

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ensure the approving resolution is voted on. However, if the resolution is not voted on, the bid will be taken to have been approved.

The proportional takeover approval provisions do not apply to full takeover bids and only apply for 3 years after the date of adoption of the constitution. The provisions may be renewed, but only by a special resolution.

No person to acquire or increase its substantial interest

At the date this statement was prepared, no Director is aware of a proposal by a person to acquire, or to increase, a substantial interest in the Company, other than as disclosed in this Notice of Meeting.

Potential advantages and disadvantages

Each Director considers that the proportional takeover approval provisions have no potential advantages or disadvantages for him or her. Therefore, each Director remains free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the proportional takeover approval provisions for Members are:

• you will have the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;

• the provisions may help Members avoid being locked in as a minority;

• the bargaining power of Members will be increased, which may ensure that any partial offer is adequately priced; and

• knowing the view of the majority of Members may help each individual Member assess the likely outcome of the proportional takeover bid and to decide whether to accept or reject that offer.

The potential disadvantages for Members include:

• proportional takeover bids for shares in the Company may be discouraged;

• Members may lose an opportunity of selling some of their shares at a premium; and

• the chance of a proportional takeover bid being successful may be reduced.

The Board unanimously considers that the potential advantages for Members of the proportional takeover approval provisions outweigh the potential disadvantages. In particular, Members as a whole are able to decide whether or not a proportional takeover bid can proceed.

Board recommendation

The Board unanimously recommends that Members vote in favour of Resolution 7.

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Resolution 8 – Catalpa Employee Options and Performance Rights Plan

Introduction

As part of its remuneration package for senior employees, the Company has developed a structure which includes the provision of long term incentives to ensure that, by directly linking employee remuneration to total shareholder return, senior executives and other employees are driven to maximising shareholder value.

Additionally, offering such incentives allows the Company to attract senior executives and employees of a high calibre, and ensure that those employees remain with the Company. It is vital that employees of the Company have a high level of knowledge, experience and capability to help deliver business objectives and maximise the value of the Company.

Under the Catalpa Employee Options and Performance Rights Plan ( Plan ), eligible participants (including the chief executive officer, direct reports to the chief executive officer and other employees that the Board approves) (each an Eligible Employee ), will be offered options ( Options ) and/or performance rights ( Performance Rights ). It is the current intention of the Board that Non-Executive Directors will not be invited to participate in the Plan. In any event, pursuant to the ASX Listing Rules, the issue of Options or Performance Rights under the Plan to any Director will require the approval of shareholders.

The Plan will allow the Board to issue both Options and Performance Rights in order that the Board can appropriately incentivise particular individuals in a manner that reflects their particular level of influence and control over the Company’s strategy and direction. Options are focused on rewarding strong growth in the Company’s share price whereas Performance Rights are focused on rewarding performance against the Company’s key value drivers. The Company is seeking the approval of Members to the adoption of the Plan. There have been no securities issued under the Plan.

Vesting of Options will be subject to Catalpa satisfying a total shareholder return ( Total Shareholder Return ) performance hurdle over a prescribed period of time. The Total Shareholder Return condition will be measured against the Total Shareholder Return performance for a customised peer group of comparator gold mining companies.

Vesting of Performance Rights for the initial allocation will be subject to:

• Catalpa satisfying a gold production target performance hurdle; and/or

• Catalpa satisfying a total shareholder return performance hurdle,

over a prescribed period of time. Achievement against these key value drivers for the Company should ultimately be reflected in the improved performance of the Company’s share price. Performance hurdles that will apply to future grants of Performance Rights will be varied to reflect the changing key value drivers of the Company.

Each level of the organisation should have a differing allocation of Options and Performance Rights. For instance, the managing director would receive more Options than Performance Rights in order to reflect his direct influence over the strategy of the Company and, therefore, the Company’s share price. In contrast, an employee with only limited influence over the Company’s strategy may received only Performance Rights.

In the case of Options, subject to the satisfaction of performance and other conditions imposed by the Board, on vesting of each Option, the participant in the Plan ( Participant ) will be able to purchase one Share at the applicable exercise price.

In the case of Performance Rights, subject to the satisfaction of performance and other conditions imposed by the Board, on vesting of each Performance Right, the Participant will automatically be issued one Share. Performance Rights will be granted with a nil exercise price.

Subject to the approval of Members now sought, the Plan will form part of the Company’s long term remuneration structure.

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Summary of the Plan

A summary of the Plan is set out below:

• At its absolute discretion, the Board may determine which employees are Eligible Employees and invite Eligible Employees to participate in the Plan and be granted a number of Options and, or, Performance Rights on terms and conditions specified by the Board.

• The exercise of an Option or the vesting of a Performance Right may be satisfied by way of the issue of a new Share or the purchase of a Share on-market by the Company.

• Any Options and Performance Rights that do not vest and become exercisable in accordance with the applicable conditions will automatically lapse, unless otherwise determined by the Board.

• A Performance Right which has not vested and an Option which has either not vested or not been exercised will automatically lapse where in the opinion of the Board the relevant Participant has acted fraudulently, dishonestly or wilfully breached their duties.

• Upon the cessation of a Participant’s employment with the Company or a related group company:

• Subject to the absolute discretion of the Board, unvested Options and Performance Rights will lapse; and

• Subject to the absolute discretion of the Board, Options which have vested and not been exercised will lapse within 60 days of the cessation of employment.

• The Company will not apply for quotation of the Options or the Performance Rights on ASX.

• Options and Performance Rights are only transferable once the Option or Performance Right (as relevant) has vested and only with the consent of the Board, by force of law, upon the death of a Participant to the Participant’s legal personal representative or upon the bankruptcy of a Participant to the Participant’s trustee in bankruptcy.

• An Option or Performance Right confers no right to vote, attend meetings of the Company, participate in a distribution of profit or return of capital by the Company or other participating rights or entitlements on the Participant.

• Any Shares issued under the Plan will rank equally with those traded on ASX at the time of issue, except as regards any rights attaching to Shares by reference to a record date prior to the date of allotment.

• The Company will apply for quotation of Shares issued under the Plan within the period required by ASX.

• To the extent prohibited by law or the ASX Listing Rules, the Board may, in its absolute discretion, impose any restriction (including relating to dealings) on Shares issued or transferred to a Participant on the vesting of a Performance Right or the exercise of an Option.

• The Board may elect that Shares issued or acquired under the Plan are issued or transferred (as relevant) directly to a Participant or may be issued to or acquired by (as relevant) an employee share trust ( Trust ) that may be established to assist with the operation of the Plan. The Company will appoint the trustee of the Trust ( Trustee ). Participants will be entitled to all dividends paid and to direct the Trustee as to voting rights and corporate actions involving the Shares, including but not limited to participation in any bonus or rights issues offered in respect of the Shares.

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• Among other things, the Company may provide funds to the Trustee in order to allow the Trustee to subscribe for and/or acquire Shares to be held on behalf of Participants under the Plan, pay the Trustee for services provided in connection with the Plan and the Trust, remove the Trustee and appoint a new trustee (and make any necessary arrangements or provisions for the transfer of Shares held by the Trustee for Participants to a new trustee).

• In the event of a capital reorganisation by the Company (including a consolidation, bonus or issues, subdivision, capital reduction or return of capital), Performance Rights, Options and Shares issued pursuant to the vesting of Performance Rights and the exercise of Options will be treated or adjusted in the manner permitted by the ASX Listing Rules.

• Subject to the ASX Listing Rules, the Board may by resolution amend the rule of the Plan or the terms and conditions on which any Option or Performance Right has been granted under the Plan.

• Upon a person becoming:

• a legal or beneficial owner of 50% or more of the issued share capital in the Company; or

• entitled to acquire, hold or have an equitable interest in more than 50% of the issued share capital in the Company,

all Options and Performance Rights which have not already vested will vest according to the conditions set by the Board for each allocation.

Performance conditions of proposed grants of Options in the current financial year

The performance conditions applying to the Options to be granted in the current financial year will be based on the Company’s Total Shareholder Return relative to a comparator group ( Comparator Group ). The Options to be issued will be split into two equal tranches. The first tranche of Options will be performance tested over the period 1 July 2010 to 30 June 2012. The second tranche of Options will be performance tested over the period 1 July 2010 to 30 June 2013. The option price is determined by the 30 day VWAP of the Company's share price as at the close of trade on 14 September 2010, being $1.69.

Total Shareholder Return measures the growth in the price of Shares plus cash distributions notionally reinvested in Shares. In order for any of the Options to vest, the Company’s Total Shareholder Return must be equal to or greater than the median Total Shareholder Return performance of the Comparator Group over the applicable performance period and based on the relative 30 Day VWAPs for the Company and Comparartor Group members . The Comparator Group is currently comprised of:

parator Group is currently comprised	of:
Kingsgate ConsolidatedLimited	Silver LakeResourcesLimited
Avoca Resources Limited	Resolute Mining Limited
St Barbara Limited	Ramelius Resources Limited
OceanaGold Corporation Limited	Dominion Mining Limited
Regis Resources Limited	Norton Gold Fields Limited
FocusMineralsLimited	IntegraMiningLimited

The proportion of the Options granted that vest will be determined based on the Company’s TSR relative to the Comparator Group as follows:

parator Group as follows:
Relative Total Shareholder Return performance	Vesting outcomes (% of total Options granted)
Less than 50th percentile	0% vesting
50thpercentile	50%vesting
Between 51st and 74th percentile	For each percentile over the 50th, an additional 2% of Optionswill vest
At or above 75th percentile	100% vesting

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Performance conditions of proposed grants of Performance Rights in the current financial year

The performance conditions applying to the Performance Rights to be granted in the current financial year will be based on:

• the Company’s actual gold production against the Company’s gold production target; and/or

• the Company’s absolute Total Shareholder Return.

The Performance Rights to be issued will be split into two equal tranches. The first tranche of Performance Rights will be performance tested over the period 1 July 2010 to 30 June 2012 ( First Tranche ). The second tranche of Performance Rights will be performance tested over the period 1 July 2010 to 30 June 2013 ( Second Tranche ).

First Tranche

50% of the First Tranche will be tested against the Company’s absolute Total Shareholder Return ( TSR Tested First Tranche Rights ). The proportion of the TSR Tested First Tranche Rights that will vest will be based on the percentage by which the Company’s share price based on the 30 day VWAP prior to the close of trade on 30 June 2012 has increased over the 30 day VWAP of the Company’s share price as at the close of trade on 14 September 2010, being $1.69. The proportion of the TSR Tested First Tranche Rights will be determined as follows:

Absolute Total Shareholder Returnperformance	Vesting outcomes (% of total Performance Rights granted)
30% increase in share price	50% vesting
>30% increase in share price but <40% increase in share price	For each percentile increase over 30%, the amount of Performance Rights that vest will be pro-rated
40%	100%vesting

50% of the First Tranche will be tested against the Company’s actual gold production against the Company’s gold production target ( Production Tested First Tranche Rights ). Gold production targets can be achieved through either organic or inorganic growth in production. The proportion of the Production Tested First Tranche Rights that will vest will be determined as follows:

vest will be determined as follows:
2012 Actual gold production	Vesting outcomes (% of total Performance Rights granted)
200,000 ounces	50%vesting
> 200,000 ounces but < 240,000 ounces	for each ounce over 200,000, the amount of Performance Rights that vest will be pro-rated
> 240,000 ounces	100% vesting

Second Tranche

50% of the Second Tranche will be tested against the Company’s absolute Total Shareholder Return ( TSR Tested Second Tranche Rights ). The proportion of the TSR Tested Second Tranche Rights that will vest will be based on the percentage by which the Company’s share price based on the 30 day VWAP prior to the close of trade on 30 June 2013 has increased over the 30 VWAP of the Company’s share price as at the close of trade on 14 September 2010, being $1.69. The proportion of the TSR Tested Second Tranche Rights will be determined as follows:

ows:
Absolute Total Shareholder Returnperformance	Vesting outcomes (% of total Performance Rights granted)
45% increase in share price	50% vesting
>45% increase in share price but <60% increase in share price	For each percentile increase over 45%, the amount of Performance Rights that vest will be pro-rated
60%	100%vesting

50% of the Second Tranche will be tested against the Company’s actual gold production against the Company’s gold production target ( Production Tested Second Tranche Rights ). Gold production targets can be achieved through either organic or inorganic growth in production. The proportion of the Production Tested Second Tranche Rights that will vest will be determined as follows:

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2013 Actual gold production	Vesting outcomes (% of total Performance Rights granted)
270,000 ounces	50% vesting
> 270,000 ounces but < 320,000 ounces	for each ounce over 270,000, the amount of Performance Rights that vest will be pro-rated
320,000 ounces	100%vesting

Other terms of proposed grants in the current financial year

Options will have a term of 5 years.

• Upon a person becoming:

• a legal or beneficial owner of 50% or more of the issued share capital in the Company; or

• entitled to acquire, hold or have an equitable interest in more than 50% of the issued share capital in the Company,

all Options and Performance Rights which have not already vested will vest

Member approval

Member approval for the Plan is sought for all purposes under the Corporations Act and the ASX Listing Rules, including for the following purposes:

• Pursuant to ASX Listing Rule 7.12 Exception 9, any securities issued under the Plan will be excluded from the calculation of the maximum number of new securities that may be issued by the Company in any 12 month period for the purposes of Listing Rule 7.1 for a period of three years from the date of this approval. Listing Rule 7.1 states that an entity must not issue securities during a 12 month period that exceed 15% of its share capital already on issue.

• The Company may be providing financial assistance to Participants to acquire Shares. Under section 260C(4) of the Corporations Act, the Company may provide such financial assistance under an employee share scheme approved by the Company in general meeting. The Company therefore seeks approval of the Plan to ensure it may provide financial assistance to Participants or the Trustee under the Plan.

• Pursuant to section 200B of the Corporations Act, a company may only give a person a benefit in connection with their ceasing to hold a managerial or executive office in the Company or a related body corporate of the Company if it is approved by shareholders or an exemption applies.

This section applies to all managerial or executive officers of the Company or any of its subsidiaries, and therefore includes all Directors and persons whose remuneration is required to be disclosed in the Company’s Remuneration Report.

The term ‘benefit’ is interpreted broadly and includes the early vesting of the Options or Performance Rights under the Plan.

The termination benefit that may be given under the Plan is the early vesting of Options or Performance Rights if the Participant ceases employment with the Company due to death, disability, bona fide redundancy or other reason with the approval of the Board. At this stage, the value of such a benefit cannot be ascertained, however, the following are events and circumstances that will, or are likely to affect the calculation of such value:

• the number of Options or Performance Rights held by the Participant prior to cessation of employment;

• the number of Options or Performance Rights that vest; and

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o the market price of Shares on ASX on the last ASX trading day before the date of calculation.

Board recommendation

The Board, excluding Mr Bruce McFadzean, unanimously recommends that Members vote in favour of Resolution 8.

Resolution 9 – Issue of Options and Performance Rights to Mr Bruce McFadzean

General Background

Members are being asked to approve Resolution 9 in connection with the issue of Options and Performance Rights to Mr Bruce McFadzean, or his nominated nominee, as Managing Director of the Company pursuant to the Plan. A total of 360,000 Options to subscribe for Shares at $1.69 each and 160,000 Performance Rights will be issued to Mr McFadzean.

Subject to the satisfaction of the performance and service vesting conditions described below and to adjustment of his Options and Performance Rights in accordance with the Plan Rules (e.g. following a bonus issue), Mr McFadzean will receive one Share for each Option or Performance Right granted. Further details of the Plan are provided in relation to Resolution 8 above.

The proportion of Options that vests will be determined based on the Company’s Total Shareholder Return relative to the Comparator Group as described in relation to Resolution 8 above.

The proportion of Performance Rights that will vest will be determined according to the Company’s actual gold production relative to the Company’s gold production target and the Company’s absolute Total Shareholder Return as described in relation to Resolution 8 above.

Member approval

Member approval of Mr McFadzean’s participation in the Plan is sought for all purposes, including under ASX Listing Rule 10.14, the acquisition of securities by a Director under an employee incentive scheme requires shareholder approval. Member approval is therefore sought for the acquisition of Performance Rights, Options and Shares upon vesting of Performance Rights and the exercise of Options by Mr McFadzean.

Disclosure for the purposes of ASX Listing Rule 10.15

To enable shareholder approval to be effectively obtained under Listing Rule 10.14, the following disclosures are made pursuant to ASX Listing Rule 10.15:

• the maximum number of Options that can be granted to Mr McFadzean under this approval is 360,000;

• the maximum number of Performance Rights that can be granted to Mr McFadzean under this approval is 160,000;

• the price payable on the issue of the Options is nil;

• the price payable on the exercise of each Option is $1.69;

• the price payable on the issue or exercise of each Performance Right is nil;

• this is the first meeting at which shareholder approval for a grant of Options and Performance Rights under the Plan and the subsequent acquisition of Shares is sought;

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• the only person referred to in Listing Rule 10.14 currently entitled to participate in the Plan is Mr Bruce McFadzean;

• there is no loan proposed in relation to the proposed award of options to Mr McFadzean; and

• the Options and Performance Rights that are to be awarded to Mr McFadzean are intended to be awarded on or around 1 December 2010 and in any event will not be awarded later than 12 months after the Annual General Meeting.

Directors’ Recommendations

The Board, excluding Mr Bruce McFadzean, unanimously recommends that Members vote in favour of Resolution 9.

Resolution 10 – Termination Benefits

Variation to employment contracts

Following the Board’s acceptance of the Remuneration Committee’s recommendations at its meeting on 15 September 2010, it was agreed that the Company vary with immediate effect, the employment contracts ( Employment Contracts ) of Mr Bruce McFadzean, the Managing Director, Mr Stuart Pether, the Chief Operating Officer, and Mr Erik Palmbachs, the Chief Financial Officer (together, the Officers ).

The variations to the Employment Contracts address material variations in the duties of an Officer that result in his status or responsibilities being materially diminished (other than for cause) or him no longer having responsibilities reasonably consistent with the Officer’s contracted position domiciled in Western Australia ( Material Variation of Position ) within 12 months of a change in control of the Company.

The effect of the variation is to provide that, where a Material Variation of Position occurs, the Officer has the right to give notice to the Company requiring the situation to be remedied within 30 days. If the situation is not remedied within 30 days, the Officer is entitled to give notice of his resignation, which is to take effect immediately and the Company is then, within 14 days of that notice being received, obliged to pay the Officer a lump sum payment the equivalent of that Officer’s 12 months total fixed remuneration plus other benefits to which the Officer is entitled under their employment contract.

Early vesting of Performance Rights and Options

In addition, in accordance with the Plan, upon the termination of the employment of any of the Officers on the basis set out above, any Options or Performance Rights that may have been granted to the relevant Officer will vest earlier that would ordinarily have been the case according to the conditions set by the Board.

Member approval

Member approval for the potential termination benefits that could flow to the nominated executives is sought for all purposes, including for the purpose of sections 200B and 200E of the Corporations Act under which a company may only give a person a benefit in connection with their ceasing to hold a managerial or executive office in the company or a related body corporate if it is approved by shareholders or an exemption applies.

This section applies to all managerial or executive officers of the Company or any of its subsidiaries, including all Directors and persons whose remuneration is required to be disclosed in the Company’s Remuneration Report and therefore includes the Officers.

Section 200F provides that a termination benefit does not require member approval where the benefit is given to the person under an agreement made between the company and the person for the person agreeing to hold the office or position and the value of the benefit, when added to the value of all other benefits (if any) already given in connection with the person’s retirement from offices or positions in the company, does not exceed the amount which is equal to the employee’s average annual base salary as calculated pursuant to a formula specified in section 200F.

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The Officers are all entitled to participate in the Performance Rights Plan. Therefore, the value of the termination benefit that they would receive should their Performance Rights or Options vest early after termination when aggregated with the payment they would receive should a Material Variation of Position occur under their varied Employment Contracts would exceed the threshold in section 200F of the Corporations Act. As a result, Member approval is required for the purposes of section 200B.

Disclosures made for the purposes of section 200E Corporations Act

Section 200E of the Corporations Act provides for certain disclosures that must be made to Members for Member approval with respect to Resolution 10 to be obtained under section 200B of the Corporations Act.

The required disclosure in regard to the early vest of Performance Rights and Options is set out in relation to Resolution 8 above.

In relation to the disclosure required in regard to the Employment Contracts, the termination benefit that may be given is the payment that may arise upon the occurrence of a Material Variation of Position. The amount of this payment to be paid to each Officer is an amount equivalent of the Officer’s 12 months total fixed remuneration plus other existing contracted entitlements.

The termination benefit that each Officer would currently be entitled to is as set out below. These amounts may vary in the future upon the Employment Contracts of the Officers be amended:

Officer	Cash salary	Non-monetary entitlements	Equity settled share- based payments	Total
Bruce McFadzean	$420,000	$25,524	$23,750	$469,274
Erik Palmbachs	$250,000	$11,834	$10,500	$272,334
Stuart Pether	$290,000	$7,565	$13,000	$310,565

The equity settled share-based payments refer to the issue of options pursuant to the Company’s existing Employee Contractor Share Option Plan, rather than the issue of Options and Performance Rights issued pursuant to the Catalpa Employee Options and Performance Rights Plan the subject of Resolution 8.

The value of equity settled share-based payments relates to unvested options. The value of these unvested options was calculated by using the Black-Scholes European Option Pricing Model applying the following inputs:

	Bruce McFadzean	Erik Palmbachs	Stuart Pether
Number held	227,272	56,819	113,637
Exercise price	$1.527	$1.307	$1.307
Grant date share price	$0.264	$0.264	$0.44
Expected volatility	80%	80%	80%
Option life	5 years	5 years	5 years
Dividend yield	-	-	-
Risk-free interest rate	4.25%	4.25%	4.25%

Directors’ Recommendations

The Board, excluding Mr Bruce McFadzean, unanimously recommends that Members vote in favour of Resolution 10.

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Definitions

Annual General Meeting means the annual general meeting of Company to be held on Tuesday, 23 November 2010 at 11.00am (WST) at City West Receptions, 45 Plaistowe Mews, West Perth, WA 6005 to consider and, if thought fit, pass the Resolutions;

ASX means ASX Limited;

ASX Listing Rules means the listing rules of ASX Limited;

ASX Settlement Operating Rules means the operating rules of ASX Settlement Pty Ltd and, to the extent that they are applicable, the operating rule of ASX and the operating rules of ASX Clear Pty Limited;

Board means the board of Directors;

Catalpa or the Company means Catalpa Resources Limited ACN 084 669 036;

Corporations Act means the Corporations Act 2001 (Cth);

Constitution means the constitution of the Company as adopted on 17 April 2002;

Director means a director of the Company;

Explanatory Memorandum means the explanatory memorandum accompanying the Notice of Annual General Meeting contained in this Meeting Documentation;

Meeting Documentation means this document comprising of the Notice of Annual General Meeting, Explanatory Memorandum and the Proxy Form;

Member means a holder of a Share;

Non-Executive Director means a Director who is not also an employee of the Company;

Notice of Annual General Meeting means the notice of meeting which is enclosed in the Meeting Documentation;

Proxy Form means the proxy form for the Annual General Meeting contained in this Meeting Documentation;

Resolution means a resolution set out in the Notice of Annual General Meeting; and

Share means a fully paid ordinary share in the capital of the Company.

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Annexure

1 October 2010

Leonard Math Secretary Catalpa Resources Limited 9 Havelock Street, West Perth, WA 6005

Dear Mr Math,

I, Erik Palmbachs, being a member of Catalpa Resources Limited ACN 084 669 036 ( Company ), hereby nominate Deloitte Touche Tohmatsu Australia for appointment as auditor of the Company.

Yours sincerely

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Erik Palmbachs

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THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

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PROXY FORM

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CATALPA RESOURCES LIMITED

REGISTERED OFFICE:

ACN 084 669 036

LEVEL 1 9 HAVELOCK STREET WEST PERTH WA 6005

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SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

Code: CAH Holder Number:

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

OR

The meeting Chairperson The name of the person you are appointing (mark with an "X") (if this person is someone other than the Chairperson of the meeting). or failing the person named, or if no person is named, the Chairperson of the Meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 11.00am (WST) on Tuesday, 23 November 2010 at City West Receptions, 45 Plaistowe Mews, West Perth WA 6005 and at any adjournment of that meeting.

SECTION B: Voting Directions to your Proxy

Please mark "X" in the box to indicate your voting directions to your Proxy.

Resolution

1. Adoption of Remuneration Report

2. Re-election of Mr Barry Sullivan

3. Election of Mr Peter Maloney

4. Election of Mr Graham Freestone

5. Approval of Change of Auditior

6. Approval of Directors' Fees

7. Adoption of New Constitution

8. Approval of Catalpa Employee Options and Performance Rights Plan

9. Approval of Issue of Options and Performance Rights to Mr Bruce McFadzean

10. Approval of Termination Benefits

For Against Abstain*

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If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

• If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If you wish to appoint the Chairperson as your proxy and you do not wish to direct the Chairperson how to vote, please mark "X" in the box.

By marking this box, you acknowledge that the Chairperson may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him/her other than as a proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution. The Chairperson of the Meeting intends to vote undirected proxies in favour of the resolution.

SECTION C: Please Sign Below

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Security Holder Sole Director and Sole Company Secretary

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Security Holder 2 Security Holder 3 Director Director / Company Secretary

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5442155411

Reference Number:

CAH

1

1

My/Our contact details in case of enquiries are:

NAME

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TELEPHONE NUMBER ( )

NOTES

1. Name and Address

This is the name and address on the Share Register of Catalpa Resources Limited. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. Appointment of a Proxy

If you wish to appoint the Chairperson of the Meeting as your Proxy please mark "X" in the box in Section A. Please also refer to Section B of this proxy form and ensure you mark the box in that section if you wish to appoint the Chairperson as your Proxy.

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a Shareholder of Catalpa Resources Limited.

3. Directing your Proxy how to vote

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. Appointment of a Second Proxy

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by telephoning the Company's share registry +61 8 9315 2333 or you may photocopy this form.

To appoint a second Proxy you must:

• (a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and

• (b) Return both forms in the same envelope.

5. Signing Instructions Individual: where the holding is in one name, the Shareholder must sign.

Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. Lodgement of Proxy

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than 11.00am (WST) on Sunday, 21 November 2010, being 48 hours before the time for holding the meeting. Any Proxy form received after that time will not be valid for the scheduled meeting.

Security Transfer Registrars Pty Ltd PO BOX 535 Applecross, Western Australia 6953

Street Address: Alexandrea House, Suite 1 770 Canning Highway Applecross, Western Australia 6153

Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

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