EVOLUTION MINING LIMITED — Capital/Financing Update 2009

Apr 23, 2009

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24 April 2009

Australian Securities Exchange Companies Announcements Office

SHARE PURCHASE PLAN

As announced to the market on 22 April, 2009 Catalpa Resources Limited has today sent to all eligible shareholders the attached documentation to enable them to participate in the Company’s Share Purchase Plan (SPP).

Under the SPP, all eligible shareholders who were recorded on the register as at 21 April 2009 may acquire up to $5,000 worth of shares. The SPP opens on Monday 27 April 2009 and will close on Friday, 8 May 2009.

Shares purchased under the Plan are expected to be allotted on or about Friday, 15 May 2009.

Yours faithfully

CATALPA RESOURCES LIMITED

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Graham Anderson Company Secretary

Enc.

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22 April 2009

Dear Shareholder

CATALPA RESOURCES LIMITED - SHARE PURCHASE PLAN

On 31 March 2009, Catalpa Resources Limited ( Catalpa or the Company ) announced that it had secured commitments for $31.4m from a placement of shares to institutional investors at $0.06 per share ( Placement ). At the same time, Catalpa announced that it intended to offer eligible shareholders in Australia and New Zealand the opportunity to participate in a share purchase plan at the same price as the Placement ( SPP ).

The Directors of Catalpa are pleased to offer existing shareholders the opportunity to invest in the Company at $0.06 per share through the SPP.

The maximum amount to be raised under the SPP is to be limited to A$10 million of which A$4m has been underwritten by Austock Corporate Finance Pty Ltd. This includes $2m of subunderwriting from Catalpa’s major shareholder, Lion Selection Limited, as set out in the Notice of Meeting sent to shareholders on 3 April 2009. If applications from shareholders under the SPP exceed the maximum amount, Catalpa reserves the right to scale back applications on a pro rata basis.

SPP Key Dates*

PP Key Dates*
Date	Event
21 April 2009 27 April 2009 8 May 2009 15 May 2009 15 May 2009	Record Date Opening Date Closing Date Allotment Date Dispatch date	Date for determining eligibility to participate in the SPP offer. SPP opens. SPP closes. Applications must be received by 5.00pm AWST. Shares allotted. Trading is expected to commence on ASX on next Trading Day. Transaction confirmation dispatched to shareholders.

• Catalpa has the discretion to alter Key Dates. All times are Australian Western Standard Time ( AWST ).

Net funds raised from the Placement and SPP will be used to fund the development of Catalpa’s Edna May Project and associated activities.

Under the SPP, eligible shareholders are being invited to subscribe for either:

$1,000	$2,000	$3,000	$4,000	$5,000
16,667shares	33,334shares	50,000 shares	66,667shares	83,334shares

Note – in calculating the number of shares to be offered under the SPP, Catalpa has rounded up any fractional entitlement to shares to correspond with the monetary amount paid.

Full details of the offer under the SPP ( Offer ) are set out in the Terms and Conditions enclosed with this letter. The Directors urge you to read the Terms and Conditions carefully before you decide whether to participate.

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Participation in the Offer is entirely at your discretion. By accepting the Offer to purchase shares under the SPP, you agree to be bound by the enclosed Terms and Conditions and the constitution of Catalpa.

As the size of the SPP is capped, I encourage you to submit your application as soon as possible by either:

• returning the enclosed Application Form together with your cheque for the relevant amount as indicated on the Application Form; or

• paying the relevant amount by BPAY[®] and returning the enclosed Application Form together with your BPAY receipt,

by the closing time of 5.00pm AWST on 8 May 2009. Please refer to the instructions on the enclosed Application Form.

If you have any questions about what to do, you should consult your legal, financial or other professional adviser.

Yours sincerely

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John Rowe Chairman

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SHARE PURCHASE PLAN APPLICATION FORM

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

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CATALPA RESOURCES LIMITED

REGISTERED OFFICE:

SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 770 Canning Highway, APPLECROSS WA 6153 T: (08) 9315 2333 F: (08) 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

ACN: 084 669 036

Catalpa Resources Limited Level 1, 9 Havelock Street West Perth, WA 6005

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Code:

Holder No.: Record Date: 21 APRIL 2009

NON-RENOUNCEABLE SHARE OFFER CLOSING AT 5.00PM WST ON 8 MAY 2009

(1) I/We, the above mentioned, wish to apply for the number of Fully Paid Ordinary Shares which will be issued in accordance with the Share Purchase Plan (SPP) and the Constitution of the Company as stated below:

Please mark	X	to indicate one choice only		TOTAL SUBSCRIPTION AMOUNT @ $0.06 PER SHARE	TOTAL SUBSCRIPTION AMOUNT @ $0.06 PER SHARE	TOTAL SUBSCRIPTION AMOUNT @ $0.06 PER SHARE	NUMBER OF SHARES
OFFER A -	maximum amount				$5,000		83,334
OFFER B					$4,000		66,667
OFFER C					$3,000		50,000
OFFER D					$2,000		33,334
OFFER E					$1,000		16,667

(2) I/We have enclosed/made payment for the amount shown above (following the payment instructions as detailed overleaf).

(3) I/We hereby authorise you to place my/our name(s) on the register of members in respect of the Fully Paid Shares allotted to me/us.

(4) I/We agree to be bound by the Constitution of the Company and the terms of the SPP.

(5) I/We hereby agree to accept any lesser number of new Shares applied for.

(6) I/We hereby certify that the amount of Shares subscribed for by me/us pursuant to the SPP (being a maximum of $5000 worth of Shares) does not exceed $5000, taking into account the Shares the subject of this application and any other Shares applied for by me/us under the SPP or any other similar arrangement within the 12 months prior to this application including joint and other beneficial interests. Limit on Participation- see overleaf for details.

(7) My/Our contact details in case of enquiries are:

TELEPHONE NUMBER

NAME

( ) EMAIL ADDRESS @ CHANGE OF NAME OR ADDRESS: If your registration details are incorrect, please mark this box and make the correction on this form.

EMAIL ADDRESS

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Please note CHESS sponsored holders must notify their sponsoring broker of the change. Your broker will notify the registry.

RETURN OF THIS DOCUMENT WITH THE REQUIRED REMITTANCE WILL CONSTITUTE YOUR ACCEPTANCE OF THE SECURITIES BEING OFFERED.

PAYMENT INFORMATION

REGISTRY DATE STAMP

The following payment methods are available for the acceptance of the Securities offered:

BPAY Cheque or money order

Please refer to payment instructions overleaf.

REFERENCE NUMBER

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E & O.E.
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8886115018

SHARE PURCHASE PLAN APPLICATION FORM

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

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CERTIFICATION

By completing and returning this form, with my cheque(s) or B Pay receipt for the application monies, I/we hereby:

1. Acknowledge that I/we have read and understood the Terms of the SPP;

2. Agree to be bound by the Terms of the Constitution of the Company and the SPP;

PAYMENT INSTRUCTIONS PAYMENT BY BPAY

Biller Code: 798538 Ref: your Reference Number.

BPAY - Make this payment via internet or phone banking. BPAY VIEW - View and pay using internet banking. Registration Number - your Reference Number as quoted on the front of this form (Payment Instructions box).

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1. Agree to accept any lesser number of new Securities than the number of Securities applied for; and

PAYMENT BY CHEQUE

1. Certify that the amount of Securities subscribed for by me/us pursuant to the SPP (being a maximum of $5000 worth of Securities) does not exceed $5000, taking into account the Securities the subject of this application and any other Securities applied for by me/us under the SPP or any other similar arrangement within the 12 months prior to this application including joint and other beneficial interests.

COMPLETION OF FORM

If the amount owed is a different amount to the actual amount paid, the Company reserves the right to reject your application or accept it in respect of the lesser of your stated subscription amount or your actual payment total.

Receipts for payment will not be issued.

Please complete all relevant sections of the form using BLOCK LETTERS.

Please see payment instructions in relation to how you may pay for the new Securities subscribed for.

LIMITATION ON PARTICIPATION

The maximum subscription limitation of $5000 will apply even if an eligible Holder has received more than one form (whether in respect of a joint holding or because the eligible Holder has more than one holding under separate Security accounts).

All cheques (expressed in Australian currency) are to be made payable to CATALPA - SHARE OFFER ACCOUNT and crossed "Not Negotiable".

Do not forward cash as receipts will not be issued.

Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured.

Cheques or bank drafts drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned and the acceptance deemed to be invalid.

PLEASE NOTE

Cash payments will not be accepted via the mail or at Security Transfer Registrars Pty Ltd.

Direct bank transfer is not permitted.

Catalpa Resources Limited may reject any application submitted for this offer, in its absolute discretion, or if this form is not completed in accordance with this offer, or is incomplete, or if the correct amount payable is not tendered with this form or has not been paid electronically using BPay.

Receipt by Catalpa Resources Limited of this form duly completed, together with the full subscription amount, will constitute irrevocable acceptance in accordance with the Share Purchase Plan Terms and Conditions and the Constitution of Catalpa Resources Limited by the shareholder named on this form. A signature on this form is not required.

ENQUIRIES

HOW TO LODGE YOUR APPLICATION

When completed, this form together with the appropriate payment or BPay receipt should be forwarded to our Registry: Security Transfer Registrars Pty Ltd PO Box 535, APPLECROSS WA 6953.

Applications must be received by Security Transfer Registrars Pty Ltd no later than 5.00pm WST on 8 MAY 2009.

All enquiries should be directed to the Company's share registry:

Security Transfer Registrars Pty Ltd PO Box 535 Applecross WA 6953

Security Transfer Registrars Pty Ltd 770 Canning Highway

Telephone (61-8) 9315 2333

Facsimile (61-8) 9315 2233

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6732115016

CATALPA RESOURCES LIMITED SHARE PURCHASE PLAN

Pursuant to the Catalpa Resources Limited Share Purchase Plan (“ SPP ”), Catalpa Resources Limited (Catalpa) ACN 084 669 036 offers eligible Shareholders the ability to acquire between 16,667 and 83,334 fully paid ordinary shares in Catalpa at $0.06 per fully paid ordinary share (“ Offer ”).

Please carefully read the full Terms and Conditions relating to the Offer and the terms below, as you will be bound by them .

TERMS AND CONDITIONS

1. Opening and closing date of the Offer

The Offer opens on 27 April 2009. The offer closes at 5pm (AWST time) on 8 May 2009.

2. Eligibility

You are eligible to participate in the SPP only if you were a holder of fully paid ordinary shares in Catalpa (Shares) at 5.00pm (AWST time) on 21 April 2009 ( Record Date ) with a registered address in either Australia or New Zealand. The Catalpa Board has determined that it is not practical for holders of Shares resident, or with registered addresses, in other jurisdictions to participate in the SPP. Each offer to eligible shareholders is made on the same terms and conditions. The offer is non-renounceable (ie you may not transfer your right to apply for SPP Shares to anyone else).

3. Issue Price

The purchase price for each Share offered for issue under the SPP ( SPP Share ) is A$0.06 ( SPP Price ), which is the same price at which Shares will be issued to institutional investors under a placement of 524,423,333 Shares to raise $31.4m (announced on 31 March 2009).

The issue price of $0.06 represents a discount of 20.8% to the volume weighted average price of the Company’s shares for the 5 days up to and including 21 April 2009 of $0.07576.

You should note that the market price of Shares may rise or fall between the date of this offer and the date when the SPP Shares are issued to you. Any such change in the share price will not affect the SPP Price. This means that the SPP Price may be either higher or lower than the price of Shares at the time the SPP Shares are issued to you. Accordingly, you should seek your own financial advice in relation to this offer.

4. No Transaction Costs

No brokerage, commissions or other transaction costs are payable by shareholders in respect of the acquisition of SPP Shares.

5. Anticipated Issue and Quotation Dates

The SPP Shares are expected to be issued and quoted on the ASX on or around 15 May 2009. As soon as practicable after that date, you will receive a transaction confirmation advice confirming the number of Shares that have been issued to you.

6. Rights Attaching to Shares

All SPP Shares will be issued on the same terms as the other ordinary shares in Catalpa quoted on the Australian Stock Exchange ( ASX ), and once issued, will rank equally with existing Shares. Catalpa will apply for the SPP Shares to be quoted on ASX.

7. Number of SPP Shares Offered

If you are eligible to apply for shares under the SPP, you may select one of the following offers:

16,667	Shares	for	a total	cost	of	$	1,000.00
33,334	Shares	for	a total	cost	of	$	2,000.00
50,000 66,667 83,334	Shares Shares Shares	for for for	a total a total a total	cost cost cost	of of of	$ $ $	3,000.00 4,000.00 5,000.00

Any fractional entitlement to Shares has been rounded up to correspond with the amount paid.

8. Maximum Applications

The offer under the SPP needs to comply with the requirements of ASIC Class Order 02/831. Under those requirements, the maximum number of SPP Shares which may be applied for (namely 83,334 Shares) applies irrespective of how many Shares you hold on the Record Date.

This limit also applies to you even if you receive more than one offer from Catalpa (for example, if you are both a sole and joint eligible shareholder, or if you are a shareholder with more than one holding under a separate account, you can only apply for SPP Shares once). To the extent that you hold Shares on behalf of another person, that other person is entitled to participate in the SPP only if their beneficial holding is expressly noted on the register of members. Catalpa reserves the right to reject any application for SPP Shares to the extent it considers that the application (whether alone or in conjunction with other applications) does not comply with these requirements.

The maximum amount to be raised under the SPP is to be limited to A$10m. If applications from shareholders under the SPP exceed the

maximum amount, Catalpa reserves the right to scale back applications on a pro rata basis.

9. Underwriting

Catalpa has entered into an underwriting agreement with Austock Corporate Finance Pty Limited ( Austock ), under which Austock has agreed to underwrite $4m of the amount to be raised under the SPP. This includes $2m of sub-underwriting from Catalpa’s major shareholder, Lion Selection Limited ( Lion ). The underwriting agreement is made on usual terms and conditions and Lion’s participation is subject to shareholder approval under ASX Listing Rule 10.11. If the shareholder approval is not obtained, any shortfall under the SPP relating to Lion cannot be taken up by Austock and Austock has the right to not take up any other shortfall Shares. In this event the Shares the subject of the shortfall will not be issued. Other Shares issued under the SPP will not be affected.

10. Participation Optional

Participation in the SPP is entirely at your option. If you are in any doubt as to whether you should participate in the SPP or how such participation will affect you (including taxation implications), you should contact a professional adviser. We make no recommendations as to the desirability or otherwise of your participation in the SPP.

11. Change of Offer

Catalpa may change, suspend or terminate the SPP or these Terms and Conditions at any time whether because of a change of law, ASIC requirements or policy or any other circumstance relevant to the SPP or Catalpa. If Catalpa does this, it will post a notice on Catalpa’s website. Failure to notify shareholders of changes to, suspension or termination of the SPP or these Terms and Conditions will not invalidate the change, suspension or termination. Catalpa reserves the right to issue no SPP Shares or fewer SPP Shares than an eligible shareholder applies for under the SPP if Catalpa believes the issue of those SPP Shares would contravene ASIC requirements or policy, any law or any ASX Listing Rule. No interest will be paid on any money refunded. Catalpa’s rights to change, suspend or terminate the SPP may be exercised by the Board or any delegate of the Board.

12. Dispute Resolution

Catalpa may settle any dispute in relation to the SPP or the terms and conditions of the SPP in any manner it thinks fit, whether generally or in relation to any shareholder, applications or Shares. Catalpa’s decision will be conclusive and binding.

13. How to Apply for SPP Shares

13. How to Apply for SPP Shares	13. How to Apply for SPP Shares
Ifyouwouldlike to applyforSPP Shares, youmust either: By Cheque: • complete the enclosed Application Form; or By BPay®: • complete the enclosed Application Form; • prepare a cheque for the appropriate amount, in Australian dollars, payable toCatalpa - Share Offer Account; and • send the Application Form and cheque to the ShareRegistry. • pay electronically using BPay®; and • send the Application Form to the Share Registry together with a copy of your BPay® receipt.
By Cheque: • complete the enclosed Application Form; • prepare a cheque for the appropriate amount, in Australian dollars, payable toCatalpa - Share Offer Account; and • send the Application Form and cheque to the ShareRegistry.	By BPay®: • complete the enclosed Application Form; • pay electronically using BPay®; and • send the Application Form to the Share Registry together with a copy of your BPay® receipt.

Do not forward cash. Receipts for payment will not be issued. Cheques will only be accepted if they are drawn in Australian currency on an Australian financial institution.

Applications must be received by 5:00pm (AWST time) on 8 May 2009 . Applications received after that time may not be accepted. By completing an Application Form, you agree to be bound by these terms and conditions and Catalpa’s constitution. Applications and payments may not be withdrawn once Catalpa has received them. Application money will not bear interest as against Catalpa under any circumstances.

14. Enquiries

If you have any questions in respect of the SPP, please contact the Share Registry, Security Transfer Registrars Pty Ltd by phone on +61 8 9315 2333.