EVOLUTION MINING LIMITED — Capital/Financing Update 2009

May 17, 2009

18 May 2009

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DISCLOSURE NOTICE – CORPORATIONS ACT 2001 – s.708A(5)(e) FOR RELEASE TO THE MARKET – PLACEMENT OF SHARES CATALPA RESOURCES LIMITED (ASX CODE: CAH) ABN 74 084 669 036

Notice under section 708A(5)(e) of the Corporations Act (the Act)

Pursuant to the terms of a Share Purchase Plan the Company advises that it has today issued a total of 125,755,233 fully paid ordinary shares.

This notice is issued pursuant to section 708A(5)(e) of the Act and the Company advises that to the best of its knowledge, information and belief as at the date of this certificate the following statements are true and not misleading:

1. the relevant securities are in a class of securities that were quoted securities at all times in the 12 months before the day on which the relevant securities were issued.

2. the Company issued the relevant securities without disclosure to investors under Part 6D.2 of the Act, in reliance on section 708.

3. As at the date of this Notice the Company has complied with:

4. (a) the provisions of Chapter 2M of the Act as they apply to the Company; and

5. (b) section 674 of the Act (as it applies to the Company).

6. At the date of this Notice there is no excluded information (as that expression is defined in sections 708A(7) and 708A(8) of the Act) in relation to the Company.

The Appendix 3B in relation to the issue of the Share Purchase Plan is attached.

Yours sincerely

CATALPA RESOURCES LTD

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GRAHAM ANDERSON

Company Secretary

Neither this notice nor the Appendix 3B is an offer of securities for sale in the United States. No security of Catalpa has been registered under the United States Securities Act of 1993 ( U.S. Securities Act ), and no such security may be offered or sold in the United States absent registration under the U.S. Securities Act and applicable state securities laws or an exemption from registration under the U.S. Securities Act and such laws.

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Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Catalpa Resources Limited ABN 74 084 669 036

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid+securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Ordinary Shares
	125,755,233
	Fully Paid Ordinary Shares

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates	Yes
	$7,545,314
	Capital raising through Share Purchase Plan
	18 May 2009

8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable)	Number	+Class
	1,171,773,521 38,306,699 172,723,065	Ordinary Shares Options exercisable at 10 cents expiring June 2010 Options exercisable at 10 cents expiring October 2011

9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	200,000 100,000 3,750,000 3,750,000 3,750,000 3,750,000 625,000 625,000 625,000 625,000 1,250,000 1,250,000 1,250,000 1,250,000	November 2010 – 11 cents Options. April 2011 – 8 cents Options. December 2013 – 8 cents Options. December 2013 – 10 cents Options. December 2013 – 12 cents Options. December 2013 – 14 cents Options. December 2013 – 6 cents Options. December 2013 – 8 cents Options. December 2013 – 10 cents Options. December 2013 – 12 cents Options. March 2014 – 6 cents Options. March 2014 – 8 cents Options. March 2014 – 10 cents Options. March 2014 – 12 cents Options.
	N/A

Part 2 - Bonus issue or pro rata issue

11	Is security	holder approval
	required?
12	Is the issue renounceable or non-
	renounceable?
13	Ratio in which	the+securities will
	be offered
14	+Class of+securities to which the
	offer relates

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if

	applicable)
29	Date rights trading will end (if
	applicable)
30	How do+security holders sell their
	entitlements_in full_through a
	broker?
31	How do+security holders sell_part_
	of their entitlements through a
	broker and accept for the balance?

32	How do+security holders dispose of
	their entitlements (except by sale
	through a broker)?
33	+Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one ) (a) Securities described in Part 1

• (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) 42 Number and+class of all+securities quoted on ASX (_including_the securities in clause 38)
	Number	+Class

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: ............................................................ Date: ..18 May 2009 (Company secretary)

Print name: GRAHAM DOUGLAS ANDERSON...

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• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7