EVOLUTION MINING LIMITED — Capital/Financing Update 2008

Oct 2, 2008

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ACN 084 669 036

PROSPECTUS

For an Offer of 1 New Share and 1 New Option for every 4 Shares held at a price of 4 cents per New Share by way of a Renounceable Rights Issue to raise approximately $3.5 million before costs.

UNDERWRITER AND LEAD MANAGER

PATERSONS SECURITIES LIMITED ACN 008 896 311

Important Notice

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about Shares being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Shares offered by this Prospectus should be considered as speculative.

Catalpa Resources Limited

IMPORTANT NOTICE

This Prospectus is dated 3 October 2008. A copy of this Prospectus has been lodged with ASIC on that date. ASIC takes no responsibility for the contents of this Prospectus.

No Shares will be issued or allotted on the basis of this Prospectus later than 13 months after the date of this Prospectus.

Catalpa (ASX Code: CAH) has applied to ASX for quotation of the New Shares and New Options. ASX takes no responsibility for the contents of this Prospectus. The fact that ASX may quote the New Shares and New Options is not to be taken in any way as an indication of the merits of Catalpa.

Before deciding to invest in Catalpa, you should read and understand the entire Prospectus and, in particular, in considering Catalpa's prospects, you should consider the risk factors that could affect Catalpa's performance. You should carefully consider these factors in light of your personal circumstances (including financial and taxation issues) and seek advice from your professional adviser before deciding to invest. Investing in Catalpa involves risks. See 'Risk Factors' in Section 5 for a discussion of certain risk factors that you should consider before deciding to invest in Catalpa.

No person is authorised to give any information or to make any representation in connection with the Offer that is not contained in this Prospectus or has not been released to ASX with the authorisation of Catalpa.

The Application Form accompanying this Prospectus is important. Please refer to the instructions in Section 4 of this Prospectus regarding the acceptance of your Entitlement. Applications can only be submitted on a valid Entitlement and Acceptance Form that is only available with this Prospectus.

Restrictions on distribution

This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to lodge this Prospectus in any jurisdiction outside of Australia or to otherwise permit a public offering of Rights or New Shares or New Options in any jurisdiction outside Australia. This Prospectus is not to be distributed in, and no offer of Shares is to be made in, countries other than Australia and New Zealand.

Neither the Rights, New Shares nor New Options have been or will be registered under the US Securities Act of 1933 and may only be offered, sold or resold in, or to persons in, the United States in accordance with an available exemption from registration.

It is the responsibility of any Applicant to ensure compliance with any laws of a country relevant to their Application. Return of a duly completed Entitlement and Acceptance Form will be taken by Catalpa as a representation that there has been no breach of such laws, that the Applicant is an Eligible Shareholder and that the Applicant is physically present in Australia or New Zealand.

Shareholders outside Australia and New Zealand should refer to Section 1.10 of this Prospectus for details of how your Entitlement will be dealt with.

Rights trading

Your Rights may have value. If you decide not to exercise all or part of your Rights you should consider whether to sell your Rights. It is important that you either accept or sell your Entitlement in accordance with the instructions in Section 4 of this Prospectus and on the back of the Application Form.

Catalpa Resources Limited

Individual applicants are responsible for determining their allocations of Rights and New Shares and New Options before trading in them. Eligible Shareholders trade in Rights or New Shares or New Options before receiving confirmation of their allocation at their own risk.

Shareholders who take no action in respect of their Rights will receive no benefits. An Application Form is enclosed with this Prospectus.

Prospectus availability

This Prospectus is available in electronic form at www.catalparesources.com.au and www.asx.com.au only for persons within Australia. Persons who access the electronic form of this Prospectus must ensure that they download and read the entire Prospectus.

A printed copy of this Prospectus is available free of charge by calling Catalpa on (08) 9321 3088.

Definitions and glossary, financial amounts and time

Definitions of certain terms used in this Prospectus are contained in Section 7. All references to currency are to Australian dollars and all references to time are to Perth time, unless otherwise indicated.

Enquiries

For further information in relation to the Offer, please call Catalpa's Company Secretary on (08) 9321 3088.

Catalpa Resources Limited

TABLE OF CONTENTS

CORPORATE DIRECTORY	CORPORATE DIRECTORY	1
MANAGING DIRECTORS LETTER		2
Section 1	DETAILS OF RIGHTS ISSUE	4
Section 2	PURPOSE AND EFFECT OF THE RIGHTS ISSUE	7
Section 3	COMPANY INFORMATION	11
Section 4	ACTION REQUIRED BY SHAREHOLDERS	20
Section 5	RISK FACTORS	23
Section 6	ADDITIONAL INFORMATION	27
Section 7	KEY DEFINITIONS	34
Section 8	TENEMENTS SCHEDULE	36

INVESTMENT HIGHLIGHTS

• 1.1 million oz gold Resource with process plant ready for construction

• Feasibility Study update commenced in July 2008

• Underground potential

• Near mine and regional exploration upside

• Strong and experienced Board

• Growth through development, exploration and strategic acquisition

• Full participation by Lion Selection Limited

IMPORTANT DATES

IMPORTANT DATES
Shares trade "ex-rights" and Rights trading commences on ASX	10 October 2008
Record Date to determine Entitlements under the Rights Issue	16 October 2008
Prospectus and Entitlement and Acceptance Form despatched	17 October 2008
Last day of Rights trading	24 October 2008
Closing Date for acceptances	31 October 2008
Allotment and issue of New Shares and New Options	7 November 2008
Despatch of shareholding statements for New Shares and New Options	7 November 2008
Trading of New Shares and New Options expected to commence	10 November 2008

This timetable is indicative only and subject to change. The Directors generally reserve the right to vary these dates, including the Closing Date without prior notice. The Directors also reserve the right not to proceed with the whole or part of the Offer any time prior to allotment. In that event, the relevant Application Money will be returned without interest.

Catalpa Resources Limited

MAJOR INVESTMENT RISKS

The investment risks are set out in Section 5 and includes, among others:

• Exploration Risks (section 5.1.1);

• Funding (section 5.1.7); and

• Gold price volatility (section 5.1.10).

Catalpa Resources Limited

CORPORATE DIRECTORY

DIRECTORS	John Rowe
	Bruce McFadzean
	Murray Pollock
	Chris Melloy
	Barry Sullivan
	Nigel Johnson
SECRETARY	Graham Anderson
	Leonard Math
REGISTERED AND
PRINCIPAL OFFICE	Level 1
	9 Havelock Street
	WEST PERTH WA 6005
	Telephone: (08) 9321 3088
	Facsimile: (08) 9321 8804
	www.catalparesources.com.au
SOLICITORS	WRIGHT LEGAL
	1/103 Colin Street
	West Perth WA 6005
AUDITORS	ORD PARTNERS
	Level 2
	47 Colin Street
	WEST PERTH WA 6005
UNDERWRITER	PATERSONS SECURITIES LIMITED
	Level 23
	Exchange Plaza
	2 The Esplanade Street
	PERTH WA 6000
SHARE REGISTRY	SECURITY TRANSFER REGISTRARS PTY LTD
	770 Canning Highway
	APPLECROSS WA 6153
	Telephone: (08) 9315 2333
	Facsimile: (08) 9315 2233

Page 1

Catalpa Resources Limited

LETTER FROM THE MANAGING DIRECTOR

Dear Shareholder

This prospectus outlines the details of a fully underwritten renounceable rights issue by Catalpa to raise $3.5 million (before costs of the issue), to;

• Complete the Feasibility Study update of the Edna May Gold Project;

• Complete recently announced drilling for underground targets;

• Complete recently announced drilling of near mine surface targets; and

• Complete preliminary engineering and design work for the upgraded process plant.

I encourage you to carefully consider the contents of this Prospectus with a view to participating in the issue.

The Catalpa Board has changed significantly over 2008 and is well placed to implement a new strategy of company growth. The Board has a sound balance of experience and skills that will enhance the company’s ability to grow and return value to shareholders and other stakeholders. In summary the strategy is to grow via a clearly defined set of initiatives behind our vision to;

“Utilise the Company’s assets as a platform to develop, explore, acquire and grow a mid tier resource business”

As the Managing Director of your company I consider that Catalpa (ASX:CAH) has a considerable asset in the Edna May Gold Project that is markedly undervalued in a buoyant gold market. It is clear that Catalpa needs to do something different and innovative to stimulate the market and investors to realize the true value of our assets. I believe a focused effort on the key drivers of our assets will deliver that value to shareholders and other stakeholders. To achieve this goal, my strategy is to focus on the following:

• Implement a well defined exploration strategy that will grow and increase gold and other resources and reserves;

• Finalise the feasibility study and move towards becoming a producing company;

• Pursue other acquisition and merger opportunities to grow resources and shareholder value;

• Clearly, accurately and regularly report our progress of all initiatives to the market.

The Company is communicating a very clear vision and corporate objectives, together with exploration and development activities for the remainder of 2008. The proceeds of this Rights Issue will be immediately directed towards these activities. I will be reporting on project progress monthly via announcements to the ASX and Media. In conjunction with existing cash reserves we plan to invest the proceeds from the rights issue on the following key initiatives over the coming months;

• Ensure process plant, power and infrastructure is ‘project ready’ $1.0M

• • Underground target drilling – budget estimate $1.1M • Open pit resource drilling – budget estimate of phase one $0.9M • General working capital, etc $1.5M

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Catalpa Resources Limited

The proceeds of the Rights Issue will enhance the prospects of the Company by allowing Catalpa to take the next step in the planned capital program. My fellow directors and I would welcome your participation in this Rights Issue as it is a key foundation to growth and realization of shareholder value.

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Bruce McFadzean Managing Director

Page 3

Catalpa Resources Limited

Section 1 DETAILS OF RIGHTS ISSUE

1.1 The Issue

This Prospectus offers via a renounceable pro rata entitlements issue to Shareholders on the basis of 1 New Share and 1 New Option for every 4 Shares held as at the Record Date at an issue price of 4 cents each. The New Options will have an exercise price of 10 cents and will expire on 31 October 2011.

The Company currently has 345,377,313 Shares on issue and has granted 38,675,250 Options, all of which are currently eligible for conversion. To be entitled to participate in the Rights Issue, the option holders must first exercise their Options in accordance with the terms of those Options and must do so prior to the Record Date. In the event that all option holders exercise their Options, the Company will have on issue 384,052,563 Shares. If the Rights Issue is then fully subscribed, this will result in the issue of 96,013,140 New Shares and 96,013,140 New Options (in each case disregarding any rounding up of fractional entitlements) and the amount raised will be $3,840,526.

In the event that no option holders exercise their Options prior to the Record Date, Shareholders holding 345,377,313 Shares will be entitled to participate in the Rights Issue pursuant to this Prospectus, which if fully subscribed will result in the issue of 86,344,328 New Shares and 86,344,328 New Options (in each case disregarding any rounding up of fractional entitlements) and the amount raised will be $3,453,773.

1.2 Underwriting

The Issue is fully underwritten by Patersons Securities Limited. A summary of the Underwriting Agreement is set out in Section 6 of the Prospectus.

1.3 Entitlement to Rights Issue

Shareholders who are on Catalpa's Share Register at the close of business on the Record Date, being 5.00 pm on 16 October 2008 will receive Rights to acquire 1 New Share and 1 New Option for every 4 Shares held, at an issue price of 4 cents per New Share.

Fractional entitlements will be rounded up to the nearest whole number of New Shares and New Options. For this purpose, holdings in the same name are aggregated for calculation of Entitlements. If Catalpa considers that holdings have been split to take advantage of rounding, Catalpa reserves the right to aggregate holdings held by associated Shareholders for the purpose of calculating Entitlements.

An Application Form setting out your Entitlement to New Shares and New Options accompanies this Prospectus.

1.4 Applying for Additional New Shares and New Options

Eligible Shareholders may, in addition to their Entitlement, apply for Additional New Shares and New Options regardless of the size of their present holding.

If more Additional New Shares and New Options are applied for than are available from the quantity of Shares not taken up under the Rights Issue, those applications will be scaled back in a manner determined by the Company and the Underwriter in their absolute discretion. Excess Application Money will be refunded without interest.

Entitlements not taken up become available as Additional New Shares and New Options. It is possible, particularly if there is an active Rights trading market, that there will be few or no Additional New Shares and New Options available for issue. It is an express

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Catalpa Resources Limited

term of the Offer that applicants for Additional New Shares and New Options will be bound to accept a lesser number of Additional New Shares and New Options allocated to them than applied for, if a lesser number is allocated to them, excess Application Money will be refunded without interest.

1.5 Use of proceeds

Catalpa expects to raise approximately $3.5 million under the Rights Issue before Offer costs and will use the proceeds as set out in Section 2.

1.6 Actions Required by Shareholders

An explanation of the actions required by Shareholders is set out in Section 4.

1.7 Allotment and Application Money

All Eligible Shareholders who accept the Offer will receive their Entitlement in full.

New Shares and New Options will be issued only after all Application Money has been received and ASX has granted permission for the New Shares and New Options to be quoted. It is expected that New Shares and New Options will be issued on 7 November 2008 and trading of the New Shares and New Options on the ASX is expected to commence on 10 November 2008.

All Application Money received before New Shares and New Options are issued will be held in a special purpose account. After Application Money is refunded (if required) and New Shares and New Options are issued to Applicants, the balance of funds in the account plus accrued interest will be received by the Company. If the New Shares and New Options are not quoted by ASX within three months after the date of this Prospectus, Catalpa will refund all Application Money in full.

1.8 Closing Date

The Closing Date for acceptance of your Entitlement is 5.00 pm on 31 October 2008. The Company reserves the right to cancel the Rights Issue at any time prior to allotment.

1.9 Rights trading

Trading of Rights commences on ASX on 10 October 2008 with the last day of trading being on 24 October 2008. All or part of an Eligible Shareholder's Rights may be traded on ASX or otherwise sold between these dates should you choose not to accept all or part of your Entitlement.

1.10 Treatment of Overseas Shareholders

The Offer in this Prospectus is not being extended to any Shareholder, as at the Record Date, whose registered address is not situated in Australia or New Zealand because of the small number of such Shareholders, and the cost of complying with applicable regulations in jurisdictions outside Australia and New Zealand. The Prospectus is sent to those Shareholders for information only.

The Offer contained in this Prospectus to Eligible Shareholders with registered addresses in New Zealand is made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). Members of the public in New Zealand who are not existing Shareholders on the Record Date are not entitled to apply for any New Shares.

Recipients may not send or otherwise distribute this Prospectus or the Entitlement and Acceptance Form to any person outside Australia (other than to Eligible Shareholders).

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Catalpa Resources Limited

The Company has appointed the Underwriter (or associates of the Underwriter) as nominee to sell the Non-qualifying Foreign Shareholders' Rights. The Underwriter (or associates of them) will only sell the rights if there is a viable market in the rights and a premium over the expenses of sale can be obtained.

Any such sale will be at a price and be conducted in a manner that the nominee will determine in its absolute discretion.

The proceeds of sale (in Australian dollars) will be distributed to the Non-qualifying Foreign Shareholders for whose benefits the Rights have been sold in proportion to their shareholdings as at the Record Date (after deducting the costs of the sale and the distribution of the proceeds), save that individual amounts of less than $10 will be retained by Catalpa. Neither the Company nor the nominee will be liable for any failure to sell the Rights or to sell the Rights at any particular price. If there is no viable market for the Rights of the Non-qualifying Foreign Shareholders, their Entitlement will be allowed to lapse and the relevant New Shares and New Options will revert to the Underwriter.

1.11 Rights attaching to New Shares

From issue, the New Shares issued under this Prospectus will rank equally in all respects with existing Shares. Summaries of the important rights attaching to Shares as set out in the Company's Constitution are contained in Section 6 of this Prospectus.

1.12 Rights attaching to New Options

From issue, the New Options issued under this Prospectus will have an exercise price of 10 cents and will expire on 31 October 2011. Summaries of the important terms attaching to New Options are contained in Section 6 of this Prospectus.

1.13 No prospective financial forecasts

The Company is an exploration company. Given the speculative nature of exploration, mineral development and production, there are significant uncertainties associated with forecasting future revenue. On this basis, the Directors believe that reliable forecasts cannot be prepared and accordingly have not included forecasts in this Prospectus.

1.14 Summary only

The information set out in this Section provides a summary of the information contained in this Prospectus. Applicants should read this Prospectus in its entirety prior to making a decision to accept the Offer. If you have any questions about investing in the Company, please contact your stockbroker, accountant or independent financial adviser.

Page 6

Catalpa Resources Limited

Section 2 PURPOSE AND EFFECT OF THE RIGHTS ISSUE

2.1 Purpose of the Rights Issue

The net funds raised from the issue of New Shares and New Options through the Offer after payment of all associated costs, are expected to provide the Company with approximately $3.2 million in additional capital (assuming no option holders exercise their Options prior to the Record Date).

The funds raised in conjunction with existing cash reserves will be used for the following:

Process Plant and Power and Infrastructure Preparedness

In parallel with the update of the feasibility study, Catalpa plans to progress process plant engineering design, refurbishment, power and assess other infrastructure options to ensure the whole project is ready for construction in the December quarter 2008 and March quarter 2009. The initial estimate for this work is $1.0M.

Underground Target Drilling from Surface

As communicated in an ASX announcement in early July, Catalpa has initiated a surface drilling program targeting extensions to the Edna May high grade reef mineralisation. The drill plan allows for 6,550 metres of diamond drilling in two phases, the initial phase of infill drilling around existing intercepts, followed by the second phase of extensional drilling to test isolated intercepts at depth. The programme commenced in August 2008. The total program budget estimate is $1.1M.

Near Mine Surface drilling

As communicated in mid July 2008 Catalpa plans to drill a series of near mine targets to both increase and improve existing Resources at Greenfinch and adjacent to the Edna May Resource. This initial programme will determine the extent of on-going requirements. The initial program budget estimate is $0.9M.

Working Capital, Financing Options, Recruitment, etc

The process of finalising the Feasibility Study, drilling, and plant preparedness requires a team of professionals to be assembled and managed to ensure the best outcome possible for Catalpa. It is estimated that $1.5M of the proceeds will be used for Working Capital purposes.

The following table shows the proposed application of funds (assuming no option holders exercise their Options prior to the Record Date).

Source of Funds	AUD$
Closing Cash 30 June 2008	$2,799,198
Proceeds of Share Issue	$3,453,773
Cost of Issue	($300,000)
Expenditure for July 2008	(266,065)
Estimated Outflows August and September 2008	(1,231,652)
Total Funds on Completion of Issue	$4,455,254

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Catalpa Resources Limited

Use of Funds	AUD$
Process Plant ‘Ready for Construction’	$1,000,000
Underground Target Drilling	$1,100,000
Surface Drilling	$900,000
General Working Capital	$1,455,254
Total	$4,455,254

2.2 Effect of the Rights Issue

The principal effects of the Rights Issue will be to:

• increase the Company's cash reserves by approximately $3.2million after taking into account the costs of the Rights Issue;

• provide the Company with additional capital for the purposes referred to in section 2.1; and

• increase the total number of issued Shares (refer section 2.3).

Pro-forma consolidated historical financial information is provided in the following paragraphs summarising the effect of the Rights Issue, on the assumption that no option holders exercise their Options prior to the Record Date.

2.3 Effect of the Rights Issue on capital structure

The effect of the Rights Issue on the Company's issued share capital will be as follows:

Ordinary Shares	Number % Equity
Existing Shares Issue under Share Offer Totals Other securities: Listed Options exercisable at $0.10 expiring June 2010 Unlisted Options (Employees/Contractors) Issue under Share Offer exercisable at $0.10 expiring October 2011	345,377,313 80% 86,344,328 20%
	431,721,641 100%
	38,375,250 300,000 86,344,328

2.4 Effect of the Rights Issue on Catalpa's financial position

Set out below is the audited Consolidated Balance Sheet of the Company as at 30 June 2008 and a pro forma Consolidated Balance Sheet of the Company after the Rights Issue.

The financial information prepared below is prepared in accordance with Australian equivalents to International Financial Reporting Standards (AIFRS).

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Catalpa Resources Limited

	Audited 30 June 2008 Proforma adjustments $ $	Proforma 30 June 2008 $
Current Assets Cash and cash equivalents (Note 1) Trade and other receivables Other assets Total Current Assets Non-Current Assets Other financial assets Plant and equipment Total Non-Current Assets Total Assets Current Liabilities Trade and other Payables Provisions Total Current Liabilities Total Liabilities Net Assets Equity Issued capital Reserves Accumulated losses Total Equity	2,799,198 1,656,056 78,004 37,884 2,915,086 386,194 3,593,990 3,980,184 6,895,270 158,066 462,208 620,274 620,274 6,274,996 32,976,344 3,153,773 500,633 (27,201,981) (1,497,717) 6,274,996	4,455,254 78,004 37,884
		4,571,142
		386,194 3,593,990
		3,980,184
		8,551,326
		158,066 462,208
		620,274
		620,274
		7,931,052
		36,130,117 500,633 (28,699,698)
		7,931,052

Note 1. Reconciliation of Cash at Bank

Cash at Bank 30 June 2008 Expenditure for July 2008 Estimated Outflows August and September 2008 Funds to be raised from the Offer Estimated costs of the Issue Proforma Cash on Hand	2,799,198 (266,065) (1,231,652) 3,453,773 (300,000)
	4,455,254

2.5 Market price of Shares

The highest and lowest market prices of the Shares on ASX during the 3 months immediately preceding the date of lodgement of this Prospectus with ASIC and the respective dates of those sales were:

Highest: $0.080 24 September 2008 Lowest: $0.039 26 August 2008

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Catalpa Resources Limited

The volume weighted average sale price on ASX of the Company's Shares during the 3 months immediately preceding the date of lodgement of this Prospectus with ASIC was $0.054.

The latest available market sale price of the Company's Shares on ASX prior to the date of lodgement of this Prospectus with ASIC was $0.065.

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Catalpa Resources Limited

Section 3 COMPANY INFORMATION

3.1 Background

Catalpa has been listed on the ASX since August 2002. The Company was formed predominantly to extract the gold mineralisation remaining within the large Edna May mineralised system which had previously hosted two successful phases of underground mining and one successful phase of open pit mining. In total, the Edna May underground and open pit mines have extracted 634,000 ounces of gold.

The higher grade ore previously mined from underground is contained within a series of seven arcuate reefs which peel off the footwall contact of the Edna May Gneiss. Recovered grade of the estimated 575,000 tonnes of underground ore mined was 19.5 g/t Au for some 360,000 ounces.

The open pit mined in the 1980’s was predominantly an oxide pit, with gold bearing ore found at surface in laterite, then progressively deeper in transported “wash” material, a depleted zone and a supergene enrichment zone. The as-mined open pit floor reflects the weathering profile; ACM mined little of the hard, primary ore as the processing plant was designed to treat oxide ore and was unable to treat economic quantities of hard primary ore.

The Edna May deposit is located adjacent and immediately to the North of the small, but well serviced wheatbelt town of Westonia. Westonia is approximately 10 kilometres north of Carrabin, which is situated on the Great Eastern Highway about 50 kilometres east of Merredin and 300 kilometres east of Perth.

Prior to and since listing, Catalpa has consolidated a large tenement position on the under-explored Westonia Greenstone Belt. Edna May is the only mine of consequence on the Westonia Belt, which is approximately 100 kilometres long. The Westonia Greenstone Belt is an offshoot of the Southern Cross Greenstone Belt, which is approximately 200 kilometres long, has hosted more than 20 mines and has produced more than 16 million ounces of gold.

3.2 2006 Feasibility Study Results

In July 2006 the Company announced the base case results of its feasibility study into the re-commencement of mining operations at Edna May, based on the following JORC compliant Resource estimates.

	2006 FeasibilityStudyResources	2006 FeasibilityStudyResources	2006 FeasibilityStudyResources	2006 FeasibilityStudyResources
	Cut off (g/t Au)	Measured	Indicated	Total
Tonnes (MT)	0.7	12.09	9.16	21.25
Grade (g/t)	0.7	1.36	1.37	1.36
Total (kozs)	0.7	529	404	933
Tonnes (MT)	1.0	7.13	5.22	12.35
Grade (g/t)	1.0	1.72	1.78	1.75
Total (kozs)	1.0	395	298	693

Base case economic parameters of the proposed mining operation announced in 2006 were as follows:

• Ore Reserve 14.0 MT @ 1.21 g/t Au

• Additional In Pit Inferred Resource 0.4 MT @ 1.2 g/t Au

• Total Waste (Including Inferred Resource) 23.3 MT

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Catalpa Resources Limited

• Pre-Strip (Included in Capex) 3.6 MT

• Contained Metal (Including Inferred Resource) 560,000 ozs

• Mill Recovery 90.4%

• Average Annual Production 75,000 – 80,000 ozs

• Estimated Mine Life 7 years (Incl. pre-strip)

• Unit Cash Cost (Before 4.5% Royalty) Approx. $555/oz

3.3 Process Plant

Following the acquisition and transport of the Big Bell Process Plant to the project site, the plant is presently being prepared for ‘ready for construction’ by consultants and engineers. An assessment of construction and refurbishment costs has indicated a 10% increase in costs since the last assessment in 2007. The majority of the increased costs have come from increases in steel, concrete and labour. This is in line with expectations in the current construction and engineering market.

Further reviews and process modelling that are targeting an increase in annual production towards 3.0Mtpa are progressing and will be finalised as part of the Feasibility Study update in the September quarter 2008.

In addition, Catalpa has progressed discussions with Western Power with regard to power quantum and availability for the project. In discussions to date, subject to signing and Early Undertaking Contract, 9Mw of power will available with the installation of our transformer in the Carrabin switch yard. Additional capacity may be available following review of further alternatives.

3.4 Value add initiatives

The Board and management of the Company are pursuing a number of initiatives that it believes will enhance the economics of the Edna May gold project. These are coming to maturity and will be funded from the Company’s existing cash reserves.

• Conversion of Inferred Resources;

• ‘Mine to Mill’ strategy to maximise process plant throughput; and

• Funding/finance and protection strategies.

3.5 Future Potential – Edna May Underground

Two stages of underground mining occurred at Westonia during the 1900’s, each of eleven years duration. Underground mining focused on a series of high grade quartz reefs that form steeply plunging arcuate structures that peel obliquely off the footwall contact of the Edna May Gneiss (EMG). The quartz reefs are mainly 1-2 metres wide, however, near the footwall contact of the EMG, some reefs have substantially larger dimensions whilst maintaining their high grade tenor.

• Historical underground mining produced 575,000 tonnes at a recovered grade of 19.5g/t for 360,000 recovered ounces;

• The depth of historical mining reached 250m from surface on the Edna May reef and 180m from surface on the other reefs.

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Catalpa Resources Limited

Diamond drilling conducted by ACM from surface in the 1980’s indicated the presence of Edna May reef like intercepts to a vertical depth of 700 metres. An exploration decline was established to a vertical depth of 270 metres to explore the underground potential of the Edna May reefs. Development and drilling conducted by Australian Consolidated Minerals (ACM) from underground indicated the presence of pegmatite intrusives interrupting the continuity of the Edna May reef at the base of the decline. This realisation coincided with the completion of the successful oxide open pit and ACM closed the underground project.

Two additional phases of surface diamond drilling were completed in the 1990’s and early 2,000’s and these provided several additional significant intercepts below the zone of pegmatite intrusions. A recent detailed geological review and structural interpretation of all historical data and existing drilling indicates that the Edna May style reefs may continue uninterrupted below the zone of pegmatite intrusion.

Catalpa has recently commenced a surface drill program targeting reef structures for potential underground mining.

The program involves 12 diamond core holes (10 initial holes) targeted as infill and extensions to previous intersections interpreted to be down dip extensions of the Edna May reefs beyond 300m below surface;

In addition to the primary target, the down plunge extension of the Edna May reef, previous deep drilling has intercepted several other reefs that will also be tested by the planned drilling.

The drill rig commenced drilling in the second week of August 2008.

Initial drill results from the first hole were reported in September 2008. Drill hole WDD144A yielded eight significant intercepts, four of which can be considered as potential stockwork or small-vein related intercepts, and four high-grade assays from zones of silicification and/or narrow (<10cm) mineralised quartz veins within the Edna May Gneiss and immediate footwall rocks.

The Edna May Gneiss was intersected from 440m to 556m.

Eight significant intercepts in hole WDD144A including;

• 1.56m @ 49.42 g/t Au including 0.44m @160g/t Au from 536.88m

• 0.62m @ 99.1 g/t Au from 542.38m

• 0.87m @ 140g/t Au from 568.30m, and

• 1.09m @ 62.7 g/t Au from 577.17m.

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Catalpa Resources Limited

The table below based on a 5 g/t Au cut off, lists the assay data relating to the first drill hole WDD144A.

Drill Hole	metres	Goldg/t	From(m)	To(m)
WD144A	0.82	6.04	500.55	501.37
WD144A	0.27	129.00	513.00	513.27
WD144A	1.00	6.68	522.69	523.69
WD144A	1.56	49.42	536.88	538.44
including	0.44	160.00	538.00	538.44
WD144A	0.62	99.10	542.38	543.00
WD144A	0.34	85.70	547.86	548.20
WD144A	0.87	140.00	568.30	569.17
WD144A	1.09	62.70	577.17	578.26

The geology as logged supports the model for the continuation of the high-grade arcuate reef structures at depth.

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Figure 1 illustrating plan view of the down plunge Edna May reef showing surface collars and targets.

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Figure 2 above illustrates the Edna May ore body as projected together with the drill hole targets and traces.

3.6 Near Mine ‘Brown Fields’ Exploration

Catalpa has recently announced a near term surface drilling strategy to improve resource classification and test targets identified from previous drilling. Initially the drilling will focus on improving resource confidence at Greenfinch and the western end of the Edna May Resource. Additionally, a series of holes are planned to determine the extent and plunge of the Golden Point Gneiss which runs parallel and adjacent to the Edna May Gneiss.

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Figure 3 – plan illustrating the drilling proposal for Greenfinch, Edna May and Golden Point.

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3.7 Exploration

Catalpa controls approximately 870km[2] of the Westonia Greenstone Belt. These holdings are either fully owned, joint ventured, application pending or Catalpa has the first Option to purchase. The Company considers this land to be prospective, but under-explored.

Catalpa has recently completed 670 auger geochemical holes drilled within previously untested or ‘greenfields’ areas of near mine tenements. The results are encouraging with the identification of 6 targets for follow-up infill sampling and RAB drilling. All targets are within a 12km radius of the Edna May open pit and underground gold deposit.

The targets are widespread and cohesive gold-in-calcrete/soil anomalies. Anomalous values range up to a maximum of 21.6 ppb gold on a background of 9 ppb gold. Although the anomalous values may be of a low order these are, however, cohesive in nature and of large aerial extent. The anomalies measure up to 2.0 km x 2.5 km.

Further closer spaced auger sampling is being planned within the anomalies to identify potential RAB drill targets. Initial sampling will commence in the largest anomaly north west of the ‘Battler’ old workings which is within 8 kilometres of the planned location of the process plant. Preliminary planning allows for this work to commence in 2009.

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3.8 Resources

The tables below outline the Resources for the Edna May and Greenfinch deposits.

	Edna May 2007 Resource Estimate to 300m Depth	Edna May 2007 Resource Estimate to 300m Depth	Edna May 2007 Resource Estimate to 300m Depth
Cut Off Grade 0.50 0.60 0.70 0.80 0.90 1.00 1.10 1.20	Measured Million tonnes Gold g/t Ounces ‘000 16.6 1.15 612 14.2 1.26 574 12.1 1.36 529 0.2 1.48 484 8.5 1.60 439 7.1 1.72 394 6.0 1.85 356 5.0 1.99 323	Indicated Million tonnes Gold g/t Ounces ‘000 13.3 1.13 484 11.1 1.25 446 9.2 1.37 403 7.6 1.50 365 6.3 1.64 330 5.2 1.78 299 4.4 1.92 270 3.7 2.06 245	Inferred Million tonnes Gold g/t Ounces ‘000 8.4 1.0 269 6.4 1.1 227 5.0 1.3 209 4.0 1.4 178 3.2 1.5 152 2.6 1.7 139 2.1 1.8 120 1.7 2.0 110	Total Million tonnes Gold g/t Ounces ‘000 38.2 1.1 1,365 31.7 1.2 1,248 26.3 1.4 1,141 21.7 1.5 1,027 18.0 1.6 922 14.9 1.7 832 12.4 1.9 746 10.4 2.0 677

		Greenfinch 2007 Resource Estimate	Greenfinch 2007 Resource Estimate
Cut Off Grade 0.50 0.60 0.70 0.80 0.90 1.00 1.10 1.20	Measured Million tonnes Gold g/t Ounces ‘000	Indicated Million tonnes Gold g/t Ounces ‘000 2.2 1.14 81 1.8 1.29 73 1.4 1.44 67 1.2 1.58 60 1.0 1.71 55 0.9 1.83 51 0.8 1.95 47 0.7 2.07 44	Inferred Million tonnes Gold g/t Ounces ‘000 0.6 1.1 22 0.5 1.3 20 0.4 1.4 18 0.3 1.6 16 0.3 1.7 15 0.2 1.9 14 0.2 2.0 13 0.2 2.1 12	Total Million tonnes Gold g/t Ounces ‘000 2.9 1.1 104 2.3 1.3 93 1.8 1.4 84 1.5 1.6 77 1.3 1.7 70 1.1 1.8 64 0.9 2.0 60 0.8 2.1 55

		Total 2007 Resource Estimate	Total 2007 Resource Estimate
Cut Off Grade 0.50 0.60 0.70 0.80 0.90 1.00 1.10 1.20	Measured Million tonnes Gold g/t Ounces ‘000 16.6 1.15 612 14.2 1.26 574 12.1 1.36 529 10.2 1.48 484 8.5 1.60 439 7.1 1.72 394 6.0 1.85 356 5.0 1.99 323	Indicated Million tonnes Gold g/t Ounces ‘000 15.5 1.13 565 12.9 1.26 520 10.6 1.38 470 8.8 1.51 425 7.3 1.65 386 6.1 1.79 350 5.1 1.92 317 4.3 2.06 288	Inferred Million tonnes Gold g/t Ounces ‘000 9.0 1.0 291 6.9 1.1 247 5.4 1.3 227 4.3 1.4 194 3.4 1.5 167 2.8 1.7 153 2.3 1.8 133 1.9 2.0 122	Total Million tonnes Gold g/t Ounces ‘000 41.1 1.1 1,469 34.0 1.2 1,341 28.1 1.4 1,226 23.2 1.5 1,103 19.2 1.6 992 16.0 1.7 897 13.4 1.9 806 11.3 2.0 732

Note: rounding of the numbers in the above tables may marginally alter calculated values.

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Catalpa Resources Limited

Competent Person Statement

The exploration data has been supplied according to the JORC Code for the reporting of Mineral Resources and Ore Reserves by Mr Nick Winnall (Exploration Manager), a full-time employee of Catalpa Resources Limited. Mr Winnall is a Member of the Australasian Institute of Mining and Metallurgy (AUSIMM) and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the December 2004 edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” (JORC Code). Mr Winnall consents to the inclusion in this Prospectus of the matters based upon his information in the form and context in which it appears.

Competent Person Statement

The information in this Prospectus that relates to mineral resources is based on work completed by Mr Nicolas Johnson, who is a Member of the Australian Institute of Geoscientists. Mr Johnson is a full time employee of Hellman and Schofield Pty Ltd and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Johnson consents to the inclusion in this Prospectus of the matters based on his information in the form and context in which it appears.

Competent Person Statement

The information in this Prospectus that relates to mineral reserves is based on work completed by Mr John Hearne, who is a Member of the Australian Institute of Geoscientists. Mr Hearne is a full time employee of Coffey Mining and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Hearne consents to the inclusion in this Prospectus of the matters based on his information in the form and context in which it appears.

3.9 Information on Directors

John Rowe BSc (Hons) ARSM, MAusIMM Non Executive Chairman

Mr Rowe, a geologist, brings a wealth of geological and business development skills to the Company. Mr Rowe has 38 years experience within the Nickel and Gold industries of Western Australia. He has held a variety of positions in mine management, exploration and business development and was previously employed as an executive of Lion Ore in Australia.

Mr Rowe is also a Non Executive Director of Panoramic Resources Limited (PAN).

Bruce McFadzean Dip Mining Managing Director

Mr McFadzean, a mining engineer, brings over 30 years of management, mining, processing and project "start up" experience to the organisation, half of which was gained in the employ of global resources brands, Rio Tinto and BHP Billiton. Mr McFadzean has broad commodity experience in gold, iron ore, diamonds and nickel/cobalt and in a wide range of roles including corporate, managerial, technical and operational.

Mr McFadzean is a non-executive director of Venture Minerals Limited

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Barry Sullivan BSc(Hons), ARSM, FAusIMM, MAICD Non Executive Director

Mr Sullivan is an experienced and successful mining engineer with a career spanning 40 years. His initial mining experience was gained in the South African gold mining industry, followed by more than 20 years with Mount Isa Mines. 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, and a non-executive Director of Sedimentary Holdings.

Murray Pollock MAICD Non Executive Director

Mr Pollock is a businessman with 40 years experience within the mineral resource sector, principally in drilling. Mr Pollock is a drilling and mine management services consultant for several companies.

Christopher Melloy BE (Hons), MEngSc, F Fin (Sec Inst), MAusIMM, ASIA

Non Executive Director

Mr Melloy, a mining engineer, has 29 years of extensive experience within the resource sector, ranging from mine planning, and mine operations to mining analysis, research and executive roles.

Mr Melloy is an executive director of Lion Manager Pty Ltd and is also a director of a number of other companies.

Nigel Johnson CA, CFTP(Snr), MAICD

Non Executive Director

Mr Johnson is a Charted Accountant with strong finance and management experience attained over a period of 36 years in both publicly listed and private companies and within a number of industries.

Mr Johnson has significant expertise in financial management, equity and debt raisings, treasury and financial risk management and strategic and business planning. Most recently, Mr Johnson was Chief Financial Officer for Straits Resource Limited, responsible for the financial, commercial and treasury activities of the Straits Group.

Mr Johnson is also a non-executive director of Matrix Composites and Engineering Limited.

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Catalpa Resources Limited

Section 4 ACTION REQUIRED BY SHAREHOLDERS

4.1 What Eligible Shareholders may do

The number of New Shares and New Options to which Eligible Shareholders are entitled (your Entitlement) is shown on the accompanying Application Form.

If you do not take up your Entitlement, then your percentage holding in the Company will be diluted.

As an Eligible Shareholder, you may:

• take up all of your Entitlement;

• apply for Additional New Shares and New Options (refer Sections 4.3 and 1.4);

• sell all of your Entitlement on ASX (refer Section 4.3);

• take up part of your Entitlement and sell the balance on the ASX (refer Section 4.4);

• take up part of your Entitlement and allow the balance to lapse (refer Section 4.6);

• deal with part or all of your Entitlement other than on the ASX (refer Section 4.7); or

• allow all or part of your Entitlement to lapse (refer section 4.8).

Non-qualifying Foreign Shareholders may not take any of the steps set out in Sections 4.2 to 4.7.

4.2 Taking up all of your Entitlement

If you wish to take up all of your Entitlement, complete the accompanying Application Form for New Shares and New Options in accordance with the instructions set out in that form.

You should then forward your completed Application Form together with your Application Money in accordance with Section 4.9 to reach the Company's Share Registry no later than 5.00 pm on 31 October 2008.

4.3 Applications for Additional New Shares and New Options

Eligible Shareholders may, in addition to their Entitlement, apply for Additional New Shares and New Options as described in Section 1.4.

A single cheque should be used for the Application Money for your Entitlement and the number of Additional New Shares and New Options you wish to apply for as stated on the Application Form.

4.4 Selling all your Entitlement on the ASX

If you wish to sell all of your Entitlement on the ASX, complete the appropriate section on the back of the accompanying Application Form marked "Instructions to Your Stockbroker" and lodge the Application Form with your stockbroker as soon as possible, or otherwise provide instructions to your stockbroker regarding the number of Rights you wish to sell on the ASX. You can sell your Rights on the ASX from 10 October 2008 until 24 October 2008.

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The Company accepts no responsibility for any failure by your stockbroker to carry out your instructions.

4.5 Taking up part of your Entitlement and selling the balance on the ASX

If you wish to take up only part of your Entitlement, complete the accompanying Application Form for the number of New Shares and New Options you wish to take up and follow the steps required in accordance with Section 4.2. You may then provide instructions to your stockbroker regarding the number of Rights you wish to sell on the ASX.

4.6 Taking up part of your Entitlement and allowing the balance to lapse

If you wish to take up part of your Entitlement and allow the balance to lapse, complete the accompanying Entitlement and Acceptance Form for the number of New Shares and New Options you wish to take up and follow the steps required in accordance with Section 4.2. If you take no further action, the balance of your Entitlement will lapse and you will have forfeited any potential benefit to be gained from selling/trading your Rights.

4.7 Dealing with part or all of your Entitlement other than on the ASX

You may transfer all or part of your Rights to another person other than on the ASX provided that the purchaser is not a Non-qualifying Foreign Shareholder or would not be a Non-qualifying Foreign Shareholder if the purchaser was the registered holder of Shares.

If you wish to transfer all of your Entitlement to another person other than on the ASX, forward a completed standard renunciation form (obtainable from the Company's Share Registry) and the applicable transferee’s cheque or bank draft for any Application Money for the New Shares and New Options they wish to subscribe for to the Company's Share Registry by 5:00pm on 31 October 2008.

If you wish to transfer part of your Entitlement to another person other than on the ASX only, but also want to take up some or all of the balance of your Entitlement, you will need to take the steps described above in relation to the Rights you wish to transfer and complete the accompanying Application Form in respect of the Rights you wish to take up. You will need to lodge the form in accordance with the procedure in Section 4.2.

If the Share Registry receives both a completed renunciation form and a completed Application Form in respect of the same Rights, the renunciation will be given effect in priority to the acceptance.

4.8 Allow all or part of your Entitlement to lapse

Your Rights may have value. Rights are renounceable, which enable Eligible Shareholders who do not wish to accept some or all of their Entitlement to sell or trade all or part of their Rights on the ASX.

4.9 Payment

The Application Price for New Shares and New Options is payable in full on application by a payment of 4 cents per New Share. The Application Form must be accompanied by a cheque or bank draft for the Application Monies.

Cheques or bank drafts must be drawn in Australian currency on an Australian bank and made payable to "Catalpa Resources Limited - Subscription Account" and crossed "Not Negotiable". Applicants must not forward cash. Receipts for payment will not be issued.

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You should ensure that sufficient funds are held in relevant account(s) to cover the cheque(s). If the amount of your cheque(s) for Application Money is not sufficient to pay for the number of New Shares and New Options you have applied for, you may be taken to have applied for such lower number of New Shares as your cleared Application Money will pay for or your Application may be rejected.

CHEQUES SHOULD BE MADE PAYABLE TO "CATALPA RESOURCES LIMITED - SUBSCRIPTION ACCOUNT" AND CROSSED NOT NEGOTIABLE.

4.10 Enquiries

If you have any questions about your Entitlement please contact the Company's Share Registry on (08) 9315 2333.

Alternatively, contact your stockbroker or other professional adviser.

4.11 Brokerage

No brokerage or stamp duty is payable by Shareholders who accept their Entitlement to New Shares and New Options.

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Section 5 RISK FACTORS

The New Shares and New Options offered under this Prospectus are considered speculative because of the inherent risks associated with minerals exploration, appraisal, development, production, transport and marketing. In addition, there are risks inherent in investing in the share market in general.

The Directors have considered and identified in this section of the Prospectus the critical areas of risk associated with investing in the New Shares and New Options. The risks identified by the Directors are not exhaustive and potential investors should read this Prospectus in full and seek professional advice if they require further information on material risks in deciding whether to subscribe for New Shares and New Options.

5.1 Specific Risks

5.1.1 Exploration Risks

The business of minerals exploration, project development and production involves risks by its very nature. It depends on the successful exploration, appraisal and development of commercially viable deposits. Outcomes of the exploration program outlined in this Prospectus will affect the future performance of the Company and its Shares.

5.1.2 Production Risks

Operations such as design and construction of efficient mining and processing facilities, competent operation and managerial performance, and efficient transport and marketing services, are required to be successful. In particular production operations can be hampered by force majeure circumstances, engineering difficulties, cost overruns, inconsistent recovery rates and other unforeseen events. In the event the Company proceeds to development of economic deposits production may be affected by these matters.

5.1.3 Access to Land

Significant delays may be experienced in gaining access to privately owned freehold or leasehold land. Delays may be caused by weather, deference to landholders’ activities such as cropping, harvesting, calving and mustering, and other factors.

5.1.4 Cultural Heritage

Delays may be experienced if evidence of Aboriginal cultural heritage exists on any land to which the Company requires access.

When exercising a right or permission for access to any land, it is an offence, to disturb physical evidence of human occupation of prehistoric or historic significance without statutory permission. This restriction applies to any activity including minerals exploration and production.

The Company has not undertaken the comprehensive research, investigations or enquiries which would be necessary to enable it to form an opinion with certainty as to whether any such evidence exists on any land covered by Catalpa’s whollyowned or optioned tenements.

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Catalpa Resources Limited

5.1.5 Environmental Impact Constraints

The Company’s exploration and appraisal programs will, in general, be subject to approval by government authorities. Development of any mineral resources will be dependent on the project meeting environmental guidelines and gaining approvals by government authorities.

5.1.6 Exploration and Appraisal Expenditure

Exploration and appraisal is a process subject to unforeseen contingencies. Exploration programs must be flexible enough to respond to the results obtained.

The actual scope, costs and timetables of exploration programs may differ substantially from the proposals set out in this Prospectus. Financial failure, or default by any future alliance or joint venture partner of the Company, may require the Company to face unplanned expenditure or risk forfeiting relevant tenements.

5.1.7 Funding

Unless and until the Company develops or acquires income producing assets, it will be dependent upon the funds raised by this Offer, and its ability to obtain future equity or debt funding to support exploration evaluation and development of the properties in which it has an interest. The Company’s ability to raise further equity or debt or to divest part of its interest in a project, and the terms of such transactions, will vary according to a number of factors, including the success of exploration results and the future development of the Company’s projects, stock market conditions and prices for metals in world markets.

5.1.8 Key Personnel

The ability of the Company to achieve its objectives depends on the retention of key external contractors who constitute its technical panel and provide technical expertise. If the Company cannot secure external technical expertise (for example to carry out drilling) or if the services of the present technical panel cease to become available to the Company, this may affect the Company's ability to achieve its objectives either fully or within the timeframes and the budget the Company has decided upon.

Whilst the ability of the Company to achieve its objectives may be affected by the matters mentioned above, the Directors believe that appropriately skilled and experienced professionals would be available to provide services to the Company at market levels of remuneration in the event key external contractors cease to be available.

5.1.9 Volatility in the price of minerals

Commodity prices are influenced by the physical and investment demand for those commodities. Fluctuations in commodity prices may influence timing, viability and management of projects in which the Company has an interest.

5.1.10 Gold price volatility

Gold prices are influenced by a number of international factors including world inflation, geo-political events, central bank transactions, exchange rates as well as supply and demand factors. The price of gold in Australian dollars will influence

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Catalpa Resources Limited

the returns on the Catalpa gold project, subject to any hedging contracts the Company may or may not take out in relation to future production.

5.1.11 Volatility in the market price of Shares

Although the Company is listed on the Official List, there is no assurance that an active trading market for its Shares will be sustained. There is also no assurance that the market price for the Shares will not decline below the issue price. The market price of the Company's Shares could be subject to significant fluctuations due to various external factors and events, including the liquidity of the Shares in the market, any difference between the Company's actual financial or operating results and broader market-wide fluctuations. Furthermore, any stock market volatility and weakness could result in the market price of the Shares decreasing so that they trade at prices significantly below the issue price, without regard to the Company's operating performance.

5.1.12 Negative publicity may adversely affect the Share Price

Any negative publicity or announcement relating to any of our substantial shareholders or key personnel may adversely affect the stock performance of the Company, whether or not this is justifiable. Examples of this negative publicity or announcement may include involvement in legal or insolvency proceedings, failed attempts in takeovers, joint ventures or other business transactions.

5.1.13 Insurance Risks

The Company maintains insurance coverage that is substantially consistent with exploration industry practice. However, there is no guarantee that such insurance or any future necessary coverage will be available to the Company at economically viable premiums (if at all) or that, in the event of a claim, the level of insurance carried by the Company now or in the future will be adequate, or that a liability or other claim would not materially and adversely affect the Company's business.

5.1.14 Construction Capital Costs

The Company is conscious that at present, there is competition for skilled labour and that material costs have increased. The impact of these factors is that there are upward costs pressures in the market.

5.2 General Risks

5.2.1 General Economic Climate

Factors such as inflation, currency fluctuations, interest rates, legislative changes, political decisions and industrial disruption have an impact on operating costs and on metals prices.

The Company's future income, asset values and share price can be affected by these factors and, in particular, by the market price for any metals that the Company may produce and sell.

5.2.2 Stock Market Conditions

The market price of the New Shares and New Options when quoted on the ASX will be influenced by international and domestic factors affecting conditions in equity and financial markets. These factors may affect the prices for the securities of minerals exploration companies quoted on the ASX, including Catalpa.

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The stock market has in the past and may in the future be affected by a number of matters including:

• commodity prices;

• market confidence;

• supply and demand for money; and

• currency exchange rates.

5.2.3 Commodity Prices May Go Down

The demand for, and price of, commodities is highly dependent on a variety of factors, including international supply and demand, the level of consumer product demand, weather conditions, the price and availability of alternative commodities, actions taken by governments and international cartels, and global economic and political developments. Commodity prices have fluctuated widely in recent years and may continue to fluctuate significantly in the future. Fluctuations in commodity prices and, in particular, a material decline in the price of commodities may have a materially adverse effect on the Company's business, financial condition and results of operations.

5.2.4 Governments May Stop Exploration and Production Activities

Any material adverse changes in government policies or legislation of any countries in which it may operate may affect the viability and profitability of the Company.

5.2.5 Foreign Currency And Exchange Rate Fluctuations

Revenue and expenditure of the Company may be domiciled in currencies other than Australian dollars and as such expose the Company to foreign exchange movements, which may have a positive or negative influence on the Australian dollar equivalent of such revenue and expenditure.

The Company will appropriately monitor and assess such risks and may from time to time implement measures, such as foreign exchange currency hedging, to assist manage these risks. However, the implementation of such measures may not eliminate all such risks and the measures themselves may expose the Company to related risks.

5.2.6 Speculative Nature of Investment

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Shares offered under this Prospectus.

Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Shares in the Company.

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Catalpa Resources Limited

Section 6 ADDITIONAL INFORMATION

6.1 Nature of the Prospectus

This Prospectus is a short form prospectus issued under section 713 of the Corporations Act which allows the issue of a short form prospectus in relation to offers of securities where those securities are of a class which have been quoted for twelve months before the date of that prospectus.

6.2 Further documents

As a disclosing entity, the Company is subject to regular reporting and disclosure obligations. Copies of documents lodged with the ASIC in relation to the Company may be obtained from, or inspected at, as ASIC office. In addition, any person considering this offer is entitled to receive a copy of the most recently lodged annual financial report and any continuous disclosure notices given by the Company after the lodgement of that financial report. The Company will give copies of those documents to any person who requests them free of charge.

6.3 Tenement Schedule

A schedule setting out basic details of the tenements held by the Company is included in Section 8.

6.4 ASX listing

The Company participates in CHESS and will despatch holding statements in lieu of share and option certificates that set out the number of New Shares and New Options issued to each successful Applicant under this Prospectus.

It is the responsibility of Applicants to determine their allocation before trading in the New Shares and New Options. Applicants who sell New Shares and New Options before they receive their statement do so at their own risk.

6.5 Rights attaching to New Shares

The rights attaching to ownership of Shares (including New Shares) are:

• described in the Constitution; and

• regulated by the Corporations Act, the Listing Rules and the general law.

The following is a summary of the key provisions in the Constitution and the principal rights of shareholders as set out in the Constitution. This summary is not exhaustive, nor does it constitute a definitive statement of the rights and liabilities of shareholders.

6.5.1 Meetings and notices

Each shareholder is entitled to receive notice of and to attend general meetings of the Company and to receive all notices, financial reports and other documents required to be sent to shareholders under the Constitution, the Corporations Act or the Listing Rules.

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Catalpa Resources Limited

6.5.2 Voting

At meetings of shareholders, every shareholder present in person or by proxy, attorney or representative has one vote on a vote taken by a show of hands, and, on a poll has one vote for every fully paid Share held by him or her, and a proportionate vote for every partly paid Share. A poll may be demanded by the chairperson of the meeting, by any five shareholders present in person or by proxy, attorney or representative or by any one or more shareholders who are together entitled to not less than 5% of the votes that may be cast on the resolution on a poll.

6.5.3 Dividends

Dividends are payable out of the Company's profits and are declared or determined to be payable by the Directors.

6.5.4 Transfer

A shareholder may transfer all or any of its Shares by:

• in the case of an ASTC-regulated transfer, in any manner required or permitted by the Listing Rules or ASTC Settlement Rules;

• in other cases, using any written transfer instrument in any common form or form approved or adopted by ASX or the Directors; and

• The Directors may decline to register any transfer where permitted to do so by the Listing Rules and must decline to register a transfer of Shares where required by the Listing Rules.

6.5.5 Liquidation Rights

The Company has one class of shares on issue, ordinary shares. Each ordinary Share ranks equally in the event of liquidation.

6.5.6 Variation of Rights

Subject to the Listing Rules, the rights attached to the Shares may be varied with the consent in writing of shareholders holding three-quarters of the Shares or by a special resolution passed at a separate meeting of the holders of the Shares in accordance with the Corporations Act.

The Directors may, subject to the restrictions on allotment of shares imposed by the Constitution, the Corporations Act and the Listing Rules, from time to time issue and allot further shares on such terms and conditions as they see fit.

6.6 Rights attaching to New Options

The rights attaching to New Options are regulated by the Constitution, the Corporations Act, the Listing Rules and the general law.

The following is a summary of the key terms of the New Options:

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Catalpa Resources Limited

• (a) The Company will, in accordance with Listing Rule 2.8, make application to have the New Options listed for Official Quotation.

• (b) Each New Option will have an exercise price of $0.10 (Exercise Price).

• (c) Each New Option will automatically lapse if not exercised on or before 31 October 2011 (Expiry Date).

• (d) Each New Option shall entitle the holder to subscribe for and be allotted one ordinary share in the capital of the Company upon exercise of the New Option and payment to the Company of the Exercise Price.

• (e) A New Option may be exercised by the option holder at any time prior to the Expiry Date by sending a completed and signed notice of exercise, together with the payment of the Exercise Price and the certificate for the New Options, to the Company. The New Options may be exercised in whole or in part.

• (f) A notice of exercise is only effective when the Company has received the full amount of the Exercise Price in cash or cleared funds.

• (g) Subject to any restrictions in the Listing Rules, within 3 Business Days of receipt of a properly executed notice of exercise and the required exercise moneys, the number of ordinary shares specified in the notice will be allotted.

• (h) Ordinary shares allotted pursuant to the exercise of the New Options will rank equally with the then issued ordinary shares of the Company.

• (i) The Company undertakes to apply for official quotation by the ASX of all ordinary shares allotted pursuant to the exercise of any Options, within 10 Business Days of the date of allotment of those new ordinary shares.

• (j) There will be no participating entitlements inherent in the New Options to participate in new issues of capital which may be offered to Shareholders during the currency of the New Options. Prior to any new pro rata issue of securities to Shareholders, holders of New Options will be notified by the Company and will be afforded 7 Business Days before the relevant record date (to determine entitlements to the issue), to exercise the New Options.

• (k) In the event of any reorganisation (including consolidation, subdivision, reduction, cancellation or return) of the issued capital of the Company before the expiry of any New Options, all rights of the option holder will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

• (l) If from time to time before the expiry of the New Options the Company makes an issue of ordinary shares to shareholders by way of a bonus issue, other than in lieu of a dividend payment, then upon exercise of a New Option the option holder will be entitled to have issued to it (in addition to the ordinary shares which it is otherwise entitled to have issued to it upon such exercise) additional ordinary shares in the Company. The number of additional ordinary shares is the number of ordinary shares which would have been issued to the option holder if the New Options had been exercised before the record date for the bonus issue.

• (m) The New Options do not confer the right to a change in Exercise Price, or a change to the number of underlying securities over which it can be exercised, other than under paragraphs (k) and (l) above.

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6.7 Alteration of constitution

The Constitution can only be amended by a special resolution (that is, a resolution that has been passed by at least three-quarters of the votes cast by shareholders entitled to vote on the resolution). While the Company is listed, at least 28 days written notice of the special resolution must be given.

6.8 Indemnification of Directors

To the extent permitted by law, the Company indemnifies every person who is or has been an officer of the Company and indemnifies every person who is or has been an officer of the Company against reasonable legal costs incurred in defending an action for a liability incurred or allegedly incurred by the person as an officer of the Company.

6.9 Taxation

The Directors consider that it is not appropriate to give advice regarding the taxation consequences associated with the acquisition, sale or exercising of Rights, or the subsequent disposal of any Shares subscribed for under this Prospectus. The Directors recommend that all Eligible Shareholders consult their own professional tax advisors.

6.10 Material Contract

Underwriting Agreement

Under an underwriting agreement dated 3 October 2008 (Underwriting Agreement), Patersons Securities Limited (Underwriter) has agreed to underwrite the Offer.

Upon completion, the Underwriter will receive an underwriting fee of 5% of the amount underwritten. In addition, the Underwriter will receive a lead manager fee of $60,000. The Underwriter will also receive payment of reasonable costs and expenses incurred by it in connection with the Offer. The Company will pay any GST applicable to any fee payable to the Underwriter under the Underwriting Agreement.

The Underwriter has discretion to terminate the Underwriting Agreement for reasons that are standard in agreements of this nature.

6.11 Privacy

If you apply for New Shares and New Options, you will provide personal information to the Company. Company laws and tax laws require some of the information to be collected and kept. The Company will collect, hold and use the information provided by you to process your application and to administer your investment in the Company.

If you do not provide the information requested in the Entitlement and Acceptance Form, the Company and the Share Registry may not be able to process your application.

The Company may disclose your personal information for purposes related to your investment to the Company's agents and service providers. The types of agents and service providers that may be provided with your personal information and the circumstances in which your personal information may be shared are:

• the Share Registry for ongoing administration of the shareholder register,

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• printers and other companies for the purpose of preparation and distribution of statements and for handling mail;

• the Underwriter to confirm applications; and

• legal and accounting firms, auditors, contractors, consultants and other advisers for the purpose of administering, and advising, on the Shares and for associated actions.

The Company complies with its legal obligations under the Privacy Act 1988 (Cth).

You may request access to your personal information held by (or on behalf of) the Company. You may be required to pay a reasonable charge to the Share Registry in order to access your personal information. You can request access to your personal information by writing to or telephoning the Share Registry as follows:

6.12 Information Available to Shareholders

As a disclosing entity, the Company is subject to regular reporting and disclosure obligations. Copies of documents lodged with the ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office. In addition, any person considering this offer is entitled to receive a copy of the following documents, free of charge, to any investor who so requests during the application period under this Prospectus:

• (a) the 2008 Annual Report of Catalpa Resources Limited and the half yearly ending 31 December 2007 which contains the financial statements and consolidated financial statements for the year ending 30 June 2008 and half year ending 31 December 2007 respectively; and

• (b) the following documents notifying ASX of information relating to Catalpa during the financial year 2008/2009 before the issue of this Prospectus:

Date	Announcement
2 Oct 2008	TradingHalt
1 Oct 2008	Catalpa Resources Annual Report
25 Sep2008	Catalpa Resources Limited Broadcast
24 Sep2008	PromisingDrillingand AssayResults
12 Sep2008	Catalpa Appoints CFO
5 Sep2008	Visible Gold in Catalpa’s First Drill Hole
2 Sep2008	Catalpa Resources Launched Today
29 August 2008	Resource Table
27 August 2008	Results of Meeting
27 August 2008	General MeetingPresentation
21 August 2008	Initial Director’s Interest Notice
21 August 2008	Westonia Appoints a new Non Executive Director
31 July2008	QuarterlyCashflow Report
31 July2008	QuarterlyActivities Report
29 July2008	Notice of General Meeting
16 July2008	Westonia Steps UpNear Mine Exploration

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9 July2008	Westonia Mines Limited Broadcast
2 July2008	Westonia Plan Drillingof High Grade Underground Targets

6.13 Interests of Directors

Interest in the shares and options of Catalpa and any Related Body Corporate of it:

	Ordinary Shares	Options over Ordinary Shares
John Rowe	-	-
Bruce McFadzean	345,000	-
Murray Pollock	15,725,802	935,748
Chris Melloy	1,504,688	167,188
Barry Sullivan	-	-
Nigel Johnson	-	-

Mr John Rowe, Mr Bruce McFadzean, Mr Barry Sullivan, Mr Nigel Johnson and Mr Murray Pollock have agreed to sub-underwrite 1,000,000 Shares each, to a total of $200,000 ($40,000 per each of these sub-underwriters), on the same terms and conditions as each other sub-underwriter.

6.14 Interests and Consents of Experts and Advisers

The following parties have given (and not before the date of this document withdrawn) their consent to be named in this document in the form and context in which they are named:

• Patersons Securities Limited, in the capacity of Underwriter and Lead Manager; and

• Wright Legal, in the capacity of Solicitor to the Company.

Each of Patersons Securities Limited and Wright Legal:

• has not authorised or caused the issue of this Prospectus;

• makes no express or implied representation or warranty in relation to the Company, this Prospectus or the Offer;

• has not made any statement in this Prospectus, or any statement on which a statement in this Prospectus is based, except where expressly stated above;

• to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and except where expressly stated above; and

• was not involved in the preparation of the Prospectus or any part of it except where expressly attributed to that person.

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Patersons Securities Limited is acting as Underwriter and Lead Manager and for this is being paid a Lead Manager fee of $60,000 (plus GST) and an underwriting fee of 5% of the funds underwritten under the Offer. Patersons Securities Limited is also entitled to reimbursement of out of pocket expenses.

Patersons Securities Limited has received $428,238 of fees from previous capital raising for the financial years ended 30 June 2007 and 30 June 2008.

Wright Legal is acting as Solicitor to the Company and for this is being paid fees of approximately $25,000 (plus GST). Wright Legal has received fees and disbursements of $51,445.71 (plus GST) in respect of legal services provided to the Company for the financial years ended 30 June 2007 and 30 June 2008.

6.15 Fees paid to Coffey Mining (formerly RSG Global Pty Ltd) and Hellman and Schofield Pty Ltd

During the 24 months preceding the lodgement of this Prospectus with ASIC;

• Coffey Mining have received $107,755 for mine engineering, study, analysis and other mining related consultancy, and

• Hellman and Schofield have received $8689 for geological modelling and other geological related consultancy.

6.16 Electronic prospectus

Pursuant to class order 00/44 the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an Electronic Prospectus on the basis of a paper Prospectus lodged with ASIC and the issue of shares and options in response to an electronic application, subject to compliance with certain provisions.

If you have received this Prospectus as an Electronic Prospectus please ensure that you have the entire Prospectus accompanied by the Application Form. If you have not, please e-mail the Company at info@Catalpamines.com.au and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus or both.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the Application Form, it was not provided with an entire copy of the Prospectus and any relevant supplementary or replacement material or any of those documents were incomplete or altered. In such case, the Application monies received will be dealt with in accordance with section 722 of the Corporations Act.

6.17 Directors authorisation

This Prospectus is authorised by Catalpa and is lodged with the ASIC pursuant to section 718 of the Corporations Act. Each Director of Catalpa has given, and has not withdrawn, their consent to the lodgement of this Prospectus with ASIC under the terms of the section 720 of the Corporations Act.

==> picture [67 x 33] intentionally omitted <==

Bruce McFadzean MANAGING DIRECTOR DATED 3 October 2008

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Section 7 KEY DEFINITIONS

“Additional New Shares and New Options” means New Shares and New Options in addition to an Eligible Shareholder's Entitlement for which an Applicant makes an Application.

“Applicant” means a person who submits an Application.

“Application” means a valid application made to subscribe for New Shares and New Options in accordance with the Offer.

“Application Form” means the Application Form attached to or accompanying this Prospectus that sets out the Entitlement of Shareholders to subscribe for New Shares and New Options pursuant to the Rights Issue.

“Application Money” means monies received from persons applying for New Shares and New Options pursuant to the terms of the Offer.

“Application Price” means 4 cents per Share.

"ASIC" means Australian Securities & Investments Commission.

“ASTC” means ASX Settlement and Transfer Corporation Pty Ltd.

"ASX" means ASX Limited ACN 008 624 691 or as applicable, the Australian Securities Exchange.

“Business Day” means a day on which trading takes place on the stock market of ASX.

“CHESS” means ASX Clearing House Electronic Sub-registry System.

“Closing Date” means 31 October 2008 or such other date as may be determined by the Directors and the Underwriters under this Prospectus.

"Company" and "Catalpa" means Catalpa Resources Limited ACN 084 669 036, (formally Westonia Mines Limited) and where relevant, its subsidiary companies.

“Constitution” means the Company's Constitution as at the date of this Prospectus.

“Corporations Act” means the Corporations Act 2001 (Commonwealth).

"Directors" means the directors of the Company.

“Dollar” or $ means Australian dollars.

“Eligible Shareholder” means a Shareholder other than a Non-Qualifying Foreign Shareholder.

“Entitlement” means a Shareholder’s entitlement to subscribe for New Shares and New Options offered by this Prospectus.

“Issue” means the issue of New Shares and New Options under this Prospectus.

“Listing Rules” means the Listing Rules of the ASX.

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“New Option” means an option to acquire a Share exercisable at 10 cents on or before 31 October 2011 to be issued under this Prospectus.

“New Share” means a fully paid ordinary share in the capital of the Company to be issued under this Prospectus.

“Non-qualifying Foreign Shareholder” means a Shareholder, whose registered address is not in Australia or New Zealand.

“Offer” means the offer of 1 New Share and 1 New Option for every 4 existing Shares held at the Record Date at an issue price of 4 cents per New Share.

“Official List” means the official list of the ASX.

“Option” means an option to acquire a Share, granted by the Company.

“Prospectus” means the prospectus constituted by this document.

"Record Date" means 16 October 2008.

“Rights” means the right to subscribe for New Shares and New Options under this Prospectus.

“Rights Issue” has the same meaning as the Offer.

“SCH Business Rules” means the business rules of the securities clearing house which operates CHESS.

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

“Shareholder” means the holder of a Share registered on the Record Date.

“Shortfall Shares” means New Shares for which successful valid applications have not been received by the Closing Date.

“Underwriter” means Patersons Securities Limited ACN 008 896 311.

“Underwriting Agreement” means the underwriting agreement dated on or about the same date as this Prospectus, between the Underwriter and the Company.

“WST” means Western Standard Time.

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Catalpa Resources Limited

Section 8 TENEMENTS SCHEDULE

Tenement	Holder/	Shares	Status	Current	Grant Date	Expiry	Required	Rent	Encumbrances	Notes
	Applicant	Held		Area		Date	Expenditure	Status
1. E77/516	CAH	96/96ths	Live	46 blocks	17/11/1994	16/11/2008	$138,000	Paid in full	Agreement 26H/034
2. E77/990	CAH	100/100ths	Live	70 blocks	31/10/2000	30/10/2008	$210,000	Paid in full	Agreement 26H/034
3. E77/1069	CAH	100/100ths	Live	13 blocks	24/10/2003	23/10/2008	$30,000	Paid in full	Nil
4. E77/1132	IRNL	100/100ths	Live	23 blocks	02/03/2006	01/03/2011	$23,000	Paid in full	Nil
5. E77/1324	CAH	100/100ths	Live	45 blocks	08/06/2007	07/06/2012	$45,000	Paid in full	Nil
6. E77/1452	CAH	100/100ths	Live	20 blocks	06/08/08	05/08/2013	$20,000	Paid in full	Nil
7. E77/1494	CAH	100/100ths	Pending	35 blocks	Applied for 06/09/2007		N/A	N/A	Nil
8. L77/18	CAH	96/96ths	Live	6.4ha	26/03/1987	27/01/2029	N/A	Paid in full	Agreement 110H/945 Agreement 111H/945 Agreement 25H/023	1
9. M77/88	CAH	96/96ths	Live	235.4ha	28/01/1987	27/01/2029	$23,600	Paid in full	Agreement 122H/923 Agreement 173H/923 Agreement 110H/945 Agreement 111H/945 Agreement 25H/023	2, 3

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Tenement	Holder/	Shares	Status	Current	Grant Date	Expiry	Required	Rent	Encumbrances	Notes
	Applicant	Held		Area		Date	Expenditure	Status
									Caveat 292823 Caveat 292824
10. M77/110	CAH	96/96ths	Live	404.35ha	14/05/1987	13/05/2029	$40,500	Paid in full	Agreement 110H/945 Agreement 111H/945 Agreement 25H/023	2, 4, 5
11. M77/124	CAH	96/96ths	Live	140.95ha	21/07/1987	20/07/2029	$14,100	Paid in full	Agreement 139H/878 Agreement 140H/878 Caveat 1058H/956 Agreement 103H/012	2
12. M77/827	CAH	100/100ths	Pending	121.4ha	Applied for 17/03/1997		N/A	N/A	Nil
13. M77/841	CAH	100/100ths	Pending	118.6538 ha	Applied for 30/06/1997		N/A	N/A	Nil
14. M77/842	CAH	100/100ths	Pending	53ha	Applied for 30/06/1997		N/A	N/A	Nil
15. P77/3712	CAH	100/100ths	Pending	53ha	Applied for 19/01/2007		N/A	N/A	Nil
16. P77/3713	CAH	100/100ths	Pending	122ha	Applied for 19/01/2007		N/A	N/A	Nil
17. P77/3714	CAH	100/100ths	Pending	119ha	Applied for 19/01/2007		N/A	N/A	Nil
18. P77/3875	CAH	100/100ths	Pending	184ha	Applied for 15/06/2007		N/A	N/A	Nil
19. P77/3876	CAH	100/100ths	Pending	24ha	Applied for 15/06/2007		N/A	N/A	Nil
20. P77/3877	CAH	100/100ths	Pending	94ha	Applied for 15/06/2007		N/A	N/A	Nil
21. P77/3878	CAH	100/100ths	Pending	44ha	Applied for 15/06/2007		N/A	N/A	Extension of Time –Other 293483
22. P77/3879	CAH	100/100ths	Pending	188ha	Applied for 15/06/2007		N/A	N/A	Extension of Time –Other 293483

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KEY

CAH	Catalpa Resources Limited
IRNL	Image Resources NL

ENCUMBRANCES

Encumbrance	Description	Date recorded / lodged / registered
Agreement 26H/034	Agreement (Sale) between Sons of Gwalia Ltd and Westonia Mines Ltd.	Registered 9 September 2003
Agreement 110H/945	Agreement (Deed of Sale) between Westonia Mines Pty Ltd and Pacific Inland Investment Pty Ltd.	Registered 28 October 1994
Agreement 111H/945	Agreement (Deed of Assignment and Assumption) between PS Read, JE Read, Pacific Inland Investment Pty Ltd, Westonia Mines Pty Ltd and BJ Read.	Registered 28 October 1994
Agreement 25H/023	Agreement (Deed of Assignment and Assumption) between Westonia Mines Minerals Pty Ltd, Westonia Mines NL, JE Read, Pacific Inland Investment Pty Ltd, CM Tonks, HW Moss, JS Travis, PM Geldard and NT Read-Pakula.	Registered 26 August 2002
Agreement 122H/923	Agreement (Deed of Assumption) between Australian Consolidated Minerals Ltd, ACM Mines Pty Ltd, JE Read, PS Read and BJ Read.	Registered 8 January 1993
Agreement 173H/923	Agreement (Contract of Sale) between PS Read, JE Read, BJ Read and Australian Consolidated Minerals Ltd.	Registered 25 February 1993
Agreement 139H/878	Agreement (Sale) between Mount Isa Mines Ltd to Australian Consolidated Minerals Ltd.	Registered 3 September 1987
Agreement	Agreement (Deed of Assumption) between	Registered 3 September 1987

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Encumbrance	Description	Date recorded / lodged / registered
140H/878	Mount Isa Mines Limited, Australian Consolidated Minerals Ltd and Delta Gold NL.
Caveat 1058H/956	Lodged by Australian Consolidated Minerals Pty Ltd.	Recorded 28 March 1996
Agreement 103H/012	Agreement (Sale or Sale and Purchase) between Australian Consolidated Minerals Pty Ltd, Delta Gold NL and Westonia Mines Pty Ltd.	Registered 23 May 2002
Caveat 292823	Subject to claim caveat lodged by PM Geldard, HW Moss, BJ Read, NT Read- Pakula, CM Tonks and JS Travis pursuant to section 122A(1)(b) in respect to 96/96ths shares in the name of Westonia Mines Limited, by virtue of a Deed of Assignment of Royalty made on 12 June 2006 between BJ Read and CM Tonks as assignors and the caveators as assignees.	Recorded 10 June 2008
Caveat 292824	Subject to claim caveat lodged by Pacific Inland Investments Pty Ltd pursuant to section 122A(1)(b) in respect to 96/96ths shares in the name of Westonia Mines Limited by virtue of: (1) a Deed of Assignment made on 15 June 2001 between BJ Read as assignor and the caveator as assignee; and (2) a Deed of Assignment made on 2 March 2007 between BJ Read as assignor and the caveator as assignee.	Recorded 10 June 2008
Extension of Time –Other 293483	Applications by WEZ for PL77/3878 to 3879 which fall within the Shire of Westonia are	Lodged 19 June 2008

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Encumbrance	Description	Date recorded / lodged / registered
	non-compliant due to the clerk of the Council not being served with a copy of the applications. An extension of time to serve the CEO of the Shire of Westonia with a copy of the applications (together with a map) for PL77/3878 to 3879 has been requested but not yet determined.

NOTES

Each granted tenement is subject to standard conditions including conditions requiring the holder to obtain the consent of the relevant officer of the Department of Industry and Resources (DoIR) prior to conducting any ground disturbing work and basic environmental and rehabilitation conditions for minor disturbances. The following specific conditions attach to tenements as indicated.

• 1

• This licence is linked to M77/88 and will remain in force until the surrender, forfeiture or expiry of M77/88.

• 2 Special conditions imposed relating to a notice of intent to carry out mining operations. These conditions include detailed obligations concerning mining and rehabilitation, which may include conditions for the suppression of dust and minimisation of disturbance to the surrounding environment as well as conditions prohibiting the disturbance of various items of infrastructure such as roads and special conditions on any access to reserves. The conditions may also include the need to lodge annual environmental reports to the DoIR.

• 3 Unconditional performance bond in the sum of $10,000 applies.

• 4 Unconditional performance bond in the sum of $324,000 applies.

• 5 Under expended $5,550 for year end 13/05/2008. Application for Exemption from Expenditure lodged 27 June 2008 under section 102(2)(h) of the Mining Act. Status pending.

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