EVOLUTION MINING LIMITED - Capital/Financing Update 2010

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30 March 2010

The Manager Company Announcements Office ASX Limited

Letter to shareholders in extended jurisdictions

We enclose copies of the following documents mailed out today to shareholders in jurisdictions other than Australia and New Zealand that Catalpa Resources Limited ( Catalpa ) has decided to extend its Renounceable Entitlement Offer to:

Shareholder letter;
ASX announcement
Offer Booklet; and
Investor Presentation.

Catalpa announced its Renounceable Entitlement Offer on 16 March 2010.

Yours faithfully

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Leonard Math

Company Secretary Catalpa Resources Limited

Not for release or distribution in the United States

This announcement has been prepared for publication in Australia and may not be released or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 (as amended) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration of the US Securities Act and applicable US state securities laws.

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30 March 2010

Not for release or distribution in the United States

Dear Shareholder

Catalpa Resources Limited - Renounceable Entitlement Offer

On 16 March 2010 Catalpa Resources Limited ( Catalpa or the Company ) announced that it will restructure the A$10m mezzanine portion of the Company’s A$65 million debt facility with Macquarie Bank Limited ( Macquarie ). To facilitate the restructure and to accelerate Catalpa’s growth the Company is undertaking a A$10m institutional placement ( Placement ) and a A$10m entitlement offer.

Catalpa has decided to extend the entitlement offer to shareholders in Germany, Hong Kong, Singapore, Switzerland and the United Kingdom where they satisfy certain criteria (see the definition of Eligible Shareholder below). This letter is being sent to shareholders in Catalpa with registered addresses in those countries in order to allow them to determine whether they are Eligible Shareholders and able to participate in the entitlement offer.

1 for 19 Entitlement at A$1.25 per share

In recognition of the support from Catalpa’s shareholder base, the Company is offering Eligible Shareholders the opportunity to participate in a fully underwritten 1 for 19 pro rata renounceable entitlement offer of fully paid ordinary shares in Catalpa ( New Shares ) at a price of A$1.25 per each New Share ( Entitlement Offer ) to raise approximately A$10 million. The Entitlement Offer is being fully underwritten by Investec Bank (Australia) Limited ( Investec ) and Austock Securities Limited.

The Entitlement Offer price of A$1.25 per New Share represents a:

7 cent discount to the Placement price of A$1.32 per share;
16.1% discount to the closing price of Catalpa shares on 11 March 2010; and
10.6% discount to the 20 day volume weighted average price ( VWAP ) and a 15.0% discount to the theoretical ex rights price (after also adjusting for the placement).

Catalpa’s Managing Director, Mr Bruce McFadzean said, “I encourage all Eligible Shareholders to participate in the Entitlement Offer and increase their holding in Catalpa as we move forward to commence production from the Company’s flagship project, the Edna May Gold Mine. With a forward hedge book of 352,317 oz @ A$ 1,557.5/oz the Edna May project is expected to a produce strong operating cash flow margin of ~A$80m per annum”.

Oversubscription facility

The Entitlement Offer will also provide eligible shareholders with the opportunity to elect to subscribe for shares in addition to their pro rata entitlement. Further information is contained in the Entitlement Offer Booklet enclosed with this letter.

Purpose and use of funds raised

The purpose of the Entitlement Offer and the Placement is to raise funds to be used to:

accelerate resource definition and exploration drilling at Catalpa’s Edna May Gold Project;
facilitate the debt restructure with Macquarie Bank Limited; and
provide a working capital buffer during the commissioning of Edna May.

The following documents are enclosed with this letter:

ASX announcement;
Investor Presentation;
Entitlement Offer Booklet; and
Entitlement and Acceptance Form,

(together with this letter, the Offer Documents ).

The full terms and details of the Entitlement Offer are outlined in the Offer Documents.

Eligible Shareholders

Shareholders eligible to participate in the Entitlement Offer are those holders of shares in Catalpa who:

are registered as a holder of shares as at 7.00pm (Sydney time), Friday, 26 March 2010;
have a registered address in Australia or New Zealand;
are not in the United States and are not acting for the account or benefit of a person in the United States; and
are eligible under all applicable securities laws to receive an offer under the Entitlement Offer.

In addition, Catalpa has decided to extend the Entitlement Offer to shareholders who:

meet the definition of Eligible Shareholder above, other than the requirement to have a registered address in Australia or New Zealand;
have a registered address in either Germany, Hong Kong, Singapore, Switzerland or the United Kingdom; and
satisfy the eligibility criteria for their relevant jurisdiction set out in the annexure,

( Eligible Shareholder ).

All other holders of Shares are not eligible to participate in the Entitlement Offer ( Ineligible Shareholder ).

By accepting the Entitlement Offer you make the representations to Catalpa in the annexure that are relevant to your jurisdiction, and you make these representations in addition to the warranties and representations set out in the enclosed Entitlement Offer Booklet and Entitlement and Acceptance Form.

Rights trading

If you are an Eligible Shareholder and choose not to take up your Entitlement, or you are an Ineligible Shareholder and therefore cannot take up your Entitlement, then you still have the potential opportunity to receive payment for your renounced Entitlements by arranging to sell them in accordance with the instructions set out in the enclosed Entitlement and Acceptance Form before rights trading ends on 9 April 2010 .

Offer document and continuous disclosure

Eligible Shareholders should carefully read the enclosed Offer Documents and have regard to publicly available information on Catalpa, including all announcements made by Catalpa to ASX, including Catalpa’s Interim and Annual Reports, including the December 2009 Half Year Results dated 11 March 2010 (which are available from its website, www.catalparesources.com.au, or from ASX’s website, www.asx.com.au).

Best regards,

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Bruce McFadzean | Managing Director

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

This letter has been prepared for publication in Australia and may not be released or distributed in the United States. This letter does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this letter have not been, and will not be, registered under the US Securities Act of 1933 (as amended) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration of the US Securities Act and applicable US state securities laws.

Neither Catalpa nor any other person warrants or guarantees the future performance of the shares to be issued under the Rights Issue or any return on any investment made pursuant to the Rights Issue. This letter contains certain “forward-looking statements”. Forward looking words such as, “expect”, “should”, “could ”, “may”, “predict”, “plan”, “will”, “believe”, “forecast”, “estimate”, “target” and other similar expressions are intended to identify forward-looking statements within the meaning of securities laws of applicable jurisdictions. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Forward-looking statements, opinions and estimates provided in the information in this letter are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward-looking statements including forecasts, projections, guidance on future earnings and estimates including resource and reserve estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Such forward-looking statements only speak as to the date of this letter and Catalpa assumes no obligation to update such information. They are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of Catalpa and the board of directors of Catalpa, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by any forward-looking statements in this letter.

This letter is for information purposes only and is not financial product or investment advice or a recommendation to acquire Catalpa shares and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision prospective investors should read this letter and the Offer Documents in their entirety and consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek legal and taxation advice appropriate to their jurisdiction. Catalpa is not licensed to provide financial product advice in respect of Catalpa shares.

This letter includes information regarding the past performance of Catalpa. Investors should be aware that past performance should not be relied upon as being indicative of future performance.

Annexure

Germany

The information in the Offer Documents has been prepared on the basis that all offers of New Shares will be made pursuant to an exemption under the Directive 2003/71/EC ("Prospectus Directive"), as implemented in Member States of the European Economic Area (each, a "Relevant Member State"), from the requirement to produce a prospectus for offers of securities.

An offer to the public of New Shares has not been made, and may not be made, in a Relevant Member State except pursuant to one of the following exemptions under the Prospectus Directive as implemented in that Relevant Member State:

(a) to legal entities that are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;
(b) to any legal entity that has two or more of: (i) an average of at least 250 employees during its last fiscal year; (ii) a total balance sheet of more than €43,000,000 and (iii) an annual net turnover of more than €50,000,000;
(c) to fewer than 100 natural or legal persons (other than qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive) subject to obtaining the prior consent of the Company and any underwriter for any such offer; or
(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of New Shares shall result in a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive.

Representation

If you (or any person for whom you are acquiring the New Shares) are in Germany, you (and any such person) are a "qualified investor" as outlined above and within the meaning of the Prospectus Directive (Directive 2003/71/EC) as implemented in the country.

Hong Kong

WARNING: The Offer Documents have not been, and will not be, registered as a prospectus under the Companies Ordinance (Cap. 32) of Hong Kong (the "Companies Ordinance"), nor has it been authorised by the Securities and Futures Commission (the "SFC") in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register the Offer Documents or to permit the distribution of the Offer Document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong by means of any document, other than:

(a) to "professional investors" (as defined in the SFO and any rules made under that ordinance); or
(b) in other circumstances that do not result in the Offer Documents being a "prospectus" (as defined in the Companies Ordinance) or that do not constitute an offer to the public within the meaning of that ordinance.

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such shares in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such shares.

The contents of the Offer Documents have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of the Offer Documents, you should obtain independent professional advice.

Representation

If you (or any person for whom you are acquiring the New Shares) are in Hong Kong, you (and any such person) are a "professional investor" as defined under the Securities and Futures Ordinance of Hong Kong, Chapter 571 of the Laws of Hong Kong.

Switzerland

The New Shares may not be publicly offered, sold or distributed (directly or indirectly) in Switzerland. No solicitation for investment in the New Shares may be made in Switzerland in any way that could constitute a public offering within the meaning of article 652a of the Swiss Code of Obligations ("CO"). New Shares may only be offered to institutional investors subject to Swiss or foreign prudential supervision such as banks, securities dealers, insurance institutions and fund management companies as well as institutional investors with professional treasury operations in circumstances such that there is no public offering.

The Offer Documents do not constitute a public offering prospectus within the meaning of article 652a CO and may not comply with the information standards required thereunder. The Company has not applied for a listing of the New Shares on the SIX Swiss Exchange or any other regulated securities market in Switzerland and, consequently, the information presented in the Offer Documents do not necessarily comply with the information standards set out in the listing rules of the SIX Swiss Exchange. The Offer Documents are personal to the recipient only and not for general circulation in Switzerland.

Singapore

The Offer Documents and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, the Offer Documents and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

The Offer Documents have been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an "institutional investor" (as defined under the SFA) or (iii) a "relevant person" (as defined under section 275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out above, please return the Offer Documents immediately. You may not forward or circulate the Offer Documents to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to on-sale restrictions in Singapore and comply accordingly.

Representation

If you (or any person for whom you are acquiring the New Shares) are in Singapore, you (and any such person):

(a) are one of the following: (i) an existing holder of the New Shares or (ii) an "institutional investor" as defined in section 4A of the Securities and Futures Act, Chapter 289 of Singapore ("SFA");
(b) will acquire New Shares in accordance with applicable provisions of the SFA; and
(c) acknowledge that the offer of the New Shares is subject to the restrictions (including selling restrictions) set out in section 276 of the SFA.

United Kingdom

Neither the information in the Offer Documents nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares. The Offer Documents are issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of FSMA). The Offer Documents should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of s.21 FSMA) received in connection with the issue or sale of the New Shares has only been communicated, and will only be communicated, in the United Kingdom in circumstances in which s.21(1) FSMA does not apply to the Company.

In the United Kingdom, the Offer Documents are being distributed only to, and is directed at, persons (a) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"); (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO; or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which the Offer documents relate are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on the Offer Documents or any of its contents.

Representations

Representations of qualified investors are not required but are prudent. Below is a sample:

If you (or any person for whom you are acquiring the New Shares) are in the United Kingdom, you (and any such person) are:

(a) a "qualified investor" within the meaning of Section 86(7) of the United Kingdom Financial Services and Markets Act 2000; and
(b) within the categories of persons referred to in Article 19(5) (investment professionals) or Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the United Kingdom Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended.

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16 March 2010

Not for release or distribution in the United States

CATALPA TO RESTRUCTURE DEBT AND UNDERTAKE A$20M EQUITY RAISING

ASX Code: CAH Shares on issue: 144,688,541

HIGHLIGHTS

Restructure existing Macquarie Bank Limited (MBL) debt involving:

Share Price Current: $1.49 (11 March 2009)

converting A$10 million Mezzanine Loan Facility (MLF) into the existing Project Loan Facility (PLF); and
MBL to forgo entitlement to 6.06 million Catalpa options with an exercise price of A$0.825 associated with the MLF,
in exchange for the placement of 500,000 shares to MBL, (Restructure)
A$20m Equity Raising comprising:
A$10 million institutional Placement at A$1.32 per share to introduce a North American and another new and large long term investor to the register (Placement)
A fully underwritten 1 for 19 renounceable Entitlement Offer at A$1.25 per share to raise A$10 million (Entitlement Offer)

Board of Directors

Mr Peter Maloney Non Exec Chairman Mr Bruce McFadzean Managing Director Mr John Rowe Non Exec Director Mr Murray Pollock Non Exec Director Mr Barry Sullivan Non Exec Director Mr Graham Freestone Non Exec Director Mr Graham Anderson Company Secretary Mr Leonard Math Company Secretary

Catalpa Resources Limited (ASX:CAH) the fast growing Australian gold

producer, today announced it will restructure the A$10 million mezzanine portion of the Company’s A$65 million debt facility with MBL. To facilitate the Restructure and to accelerate Catalpa’s growth the Company is undertaking the Placement and Entitlement Offer to raise A$20 million before costs.

Senior Management

Erik Palmbachs CFO Stuart Pether GM Operations Nick Winnall Manager Exploration Adrian Pelliccia Manager Geology

Use of funds

Net funds raised under the Placement and the Entitlement Offer will:

facilitate the Restructure;
accelerate resource definition and exploration drilling at Catalpa’s Edna May Gold Project; and
provides a working capital buffer during commissioning of Edna May.

Catalpa’s Managing Director, Bruce McFadzean said, “The Edna May Gold project remains within budget and ahead of schedule with commencement of ‘ore commissioning’ of the process plant in mid April 2010. The debt restructure demonstrates MBL’s confidence in the project and the management team, it lowers the level of project risk, reduces interest costs and removes the need to issue a further 6.06 million highly dilutive options under the present A$10 million MLF. We look forward to channelling some of the funds into accelerating our drilling programmes at the new Golden Point prospect and the Edna May underground opportunity to continue to grow our Resources and Reserves in line with our plans to increase production and mine life at Edna May.”

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our plans to increase production and mine life at Edna May.”
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Transaction Details

Debt Restructure

Under the debt restructure Catalpa will convert the A$10 million MLF into the existing PLF. This will result in no change to Catalpa’s total debt position and result in an ongoing interest saving of 2.5% per annum on the amount converted. MBL will also forgo an entitlement to the issue of 6.06 million Catalpa options (A$0.825 exercise price) that were to be issued on drawdown under the MLF. In consideration for these changes, Catalpa has agreed to issue MBL with 500,000 Catalpa fully paid ordinary shares. Catalpa will not seek shareholder approval of the issue of 500,000 shares to MBL. These shares will be issued following the Entitlement Offer record date and MBL will therefore not be eligible to participate in the Entitlement Offer. A precondition of the Restructure is that Catalpa is required to raise at least A$8 million of new equity.

Placement

To facilitate the Restructure and as part of the overall equity raising, Catalpa announces that it has agreed to place 7,575,758 fully paid ordinary shares at A$1.32 per share to raise total proceeds of A$10 million before costs. The placement price represents a discount of 11.4% to the closing price of Catalpa shares on 11 March 2010 and a 5.6% discount to the 20 day volume weighted average price (VWAP). The placees are exempt investors under section 708 of the Corporations Act relying on Catalpa’s capacity under ASX Listing Rule 7.1. Catalpa will not seek shareholder approval of the Placement. This has introduced a large North American and another new and large long term investor to Catalpa’s register. Settlement of the Placement shares will occur later this week.

Entitlement Offer

In recognition of the support from Catalpa’s shareholder base, the Company is offering all eligible shareholders the opportunity to participate in the fully underwritten 1 for 19 pro rata renounceable Entitlement Offer. The Entitlement Offer price has been set at A$1.25 (a 7 cent discount to the Placement price). The Entitlement Offer represents a discount of 16.1% to the closing price of Catalpa shares on 11 March 2010, a 10.6% discount to the 20 day VWAP and a 15.0% discount to the theoretical ex rights price (after also adjusting for the placement).

“We encourage all eligible shareholders to participate in the Entitlement Offer and increase their holding in Catalpa as we move forward to commence production from the Company’s flagship project, the Edna May Gold Mine. With a forward hedge book of 352,317 oz @ A$1,557.5/oz the Edna May project and a 30% share in Cracow Gold Mine Catalpa expects to a produce strong operating cash flows,” said Bruce McFadzean.

The Entitlement Offer will also provide eligible shareholders with the opportunity to elect to subscribe for shares in addition to their pro rata entitlement. Eligible shareholders include shareholders with registered addresses in Australia or New Zealand as of the record date. Further information is contained in the Entitlement Offer Booklet that will be sent to shareholders shortly.

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Indicative Entitlement Offer Timetable*

Date (2010) Event Tuesday, 16 March Debt restructure and equity raising announced to ASX Monday, 22 March Rights trading commences 7.00pm (Sydney time) Friday, 26 Record date for determining entitlements under the Entitlement Offer March Tuesday, 30 March Entitlement Offer opens Friday, 9 April Rights trading ends 5pm Friday, 16 April Entitlement Offer closes Friday 23 April Settlement and allotment of shares issued under the Entitlement Offer Tuesday, 27 April Trading of shares issued under the Entitlement Offer

All dates are Australian Western Standard Time unless otherwise noted and, subject to the ASX Listing Rules, Catalpa and Investec Bank (Australia) Limited and Austock Securities Limited may vary the timetable. Enclosed with this announcement is an Appendix 3B for the Entitlement Offer.

Pursuant to the debt restructure and equity raising, Catalpa will issue 16.1 million shares, representing approximately 11% of its current issued capital.

Investec Bank (Australia) Limited has acted as Lead Manager of the non-US portion of the Placement.

The Entitlement Offer is fully underwritten by Investec Bank (Australia) Limited and Austock Securities Limited.

ENDS

Neither Catalpa nor any other person warrants or guarantees the future performance of the shares to be issued under the Entitlement Offer or any return on any investment made pursuant to the Entitlement Offer. This announcement contains certain “forward-looking statements”. Forward looking words such as, “expect”, “should”, “could ”, “may”, “predict”, “plan”, “will”, “believe”, “forecast”, “estimate”, “target” and other similar expressions are intended to identify forward-looking statements within the meaning of securities laws of applicable jurisdictions. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Forward-looking statements, opinions and estimates provided in the information in this announcement are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward-looking statements including forecasts, projections, guidance on future earnings and estimates including resource and reserve estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Such forward-looking statements only speak as to the date of this announcement and Catalpa assumes no obligation to update such information. They are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of Catalpa and the board of directors of Catalpa, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by any forward-looking statements in this announcement. This announcement includes information regarding the past performance of Catalpa. Investors should be aware that past performance should not be relied upon as being indicative of future performance.

For further enquiries contact:

Bruce McFadzean Managing Director Catalpa Resources Limited Tel (08) 9321 3088

Annette Ellis / Warrick Hazeldine Media and Investor Relations Purple Communications Tel: (08) 6314 6300

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EQUITY RAISING

Entitlement Offer

DETAILS OF A FULLY UNDERWRITTEN 1 FOR 19 RENOUNCEABLE PRO-RATA ENTITLEMENT OFFER OF CATALPA RESOURCES LIMITED ORDINARY SHARES AT AN OFFER PRICE OF A$1.25 PER NEW SHARE

THIS ENTITLEMENT OFFER CLOSES AT 5.00 PM (PERTH TIME) ON FRIDAY, 16 APRIL 2010

This is an important document which is accompanied by an Entitlement and Acceptance Form for you to subscribe for new ordinary shares in Catalpa Resources Limited. Please read this document carefully and call your professional adviser or Catalpa if you have any queries.

Not for release in the United States

Registered Office

1st floor, 9 Havelock Street West Perth WA 6005 Telephone +61 8 9321 3088

Stock Exchange Listing

Catalpa ordinary shares are listed on the Australian Securities Exchange ( ASX ) (ASX Code:CAH).

Website

To view annual reports, shareholder and company information, news announcements, background information on Catalpa’s businesses and historical information, visit Catalpa’s website at www.catalparesources.com.au.

Catalpa Share Registry

Security Transfer Registrars Pty Limited 770 Canning Highway Applecross WA 6153

Shareholders who make payment via cheque, bank draft or money order should mail their completed personalised Entitlement and Acceptance Form together with Application Monies to:

Catalpa Share Registry C/- Security Transfer Registrars Pty Limited PO Box 535 Applecross WA 6953 AUSTRALIA

Offer Booklet

4519308

1	Chairman’s letter	Chairman’s letter	2
2	Key	dates for the Entitlement Offer	5
3	How	to Apply	6
	3.1	Entitlement Offer...................................................................................................	6
	3.2	Consider the Entitlement Offer in light of your particular investment objectives and
		circumstances.......................................................................................................	6
	3.3	Complete and return the accompanying Entitlement and Acceptance Form with
		your Application Monies or make payment by BPAY............................................	6
	3.4	Oversubscription facility.........................................................................................	7
	3.5	Rights trading........................................................................................................	7
	3.6	Ineligible Shareholders..........................................................................................	7
	3.7	Acceptance of the Entitlement Offer ......................................................................	8
4	Important Information 10
	Attachment - ASX Offer announcements

Offer Booklet Contents 1

4519308.2

1 Chairman’s letter

Dear Shareholder,

On behalf of the directors of Catalpa Resources Limited (ASX: CAH) ( Company ), I am pleased to invite you to participate in the entitlement offer described in this letter. The offer is a fully underwritten 1-for-19 renounceable pro-rata entitlement offer of new Catalpa fully paid ordinary shares ( New Shares ) to raise approximately A$10.0 million ( Entitlement Offer ).

Background to the Offer

Catalpa announced on 16 March 2010 that it was restructuring the $10.0 million mezzanine portion of the Company’s A$65.0 million debt facility with Macquarie Bank Limited ( MBL ). To facilitate the restructure and to accelerate the Company’s exploration program, the Company is undertaking a A$10.0 million institutional placement ( Placement ) and the A$10.0 million Entitlement Offer.

The Offer

The Company is seeking to raise approximately A$10.0 million of fully underwritten new capital through the Entitlement Offer at an issue price of A$1.25 per New Share. No shareholder approvals are necessary with respect to the Entitlement Offer.

The Entitlement Offer is fully underwritten by Investec Bank (Australia) Limited and Austock Securities Limited ( Joint Underwriters ).

Purpose and use of funds raised

The purpose of the Entitlement Offer is to raise funds to be used to:

accelerate resource definition and exploration drilling at Edna May;
facilitate the debt restructure with MBL; and
provide a working capital buffer during the commissioning of the Edna May Gold Project.

Details of your Entitlement

As an Eligible Shareholder (as defined below), you are entitled to subscribe for 1 New Share for every 19 existing Catalpa ordinary shares ( Share ) held at 7:00pm (Sydney time) on Friday, 26 March 2010 ( Record Date ).

The Entitlement Offer price of A$1.25 per New Share represents a:

7.0 cent discount to the Placement price of A$1.32 per New share;
16.1% discount to the closing price of Catalpa shares on 11 March 2010; and
10.6% discount to the 20 day volume weighted average price (VWAP) and a 15.0% discount to the theoretical ex rights price (after also adjusting for the Placement).

Offer Booklet

page 2

4519308

Shares issued under the Entitlement Offer, the Placement and to MBL will be issued on a fully paid basis and will rank equally with existing Shares from the date of issue.

This letter contains a number of important documents including:

“Key Dates” for the Offer;
Instructions on “How to Apply”, setting out how to accept all or part of your Entitlement if you choose to do so;
ASX Offer announcements, which include the Catalpa Resources Limited Debt Restructure and Equity Raising Presentation released to ASX on 16 March 2010; and
a personalised Entitlement and Acceptance Form which details your Entitlement, to be completed in accordance with the instructions provided on the form and the instructions in the “How to Apply” section of this Offer Booklet.

The Offer closes at 5:00pm (WST) on Friday, 16 April 2010.

Oversubscription facility

The Entitlement Offer will also provide Eligible Shareholders with the opportunity to elect to subscribe for Shares in addition to their pro rata entitlement. Further information is contained below. Eligible Shareholders who wish to apply for New Shares in excess of their Entitlement need to complete the relevant portion of the Entitlement and Acceptance Form and return the Entitlement and Acceptance Form with the requisite Application Monies or make a payment by BPAY. Please see the instructions in the “How to Apply” section of this Offer Booklet.

How to participate?

To participate, you need to ensure that:

you have made your payment ( Application Monies ) via BPAY[®] pursuant to the instructions that are set out on your personalised Entitlement and Acceptance Form and payment via BPAY[® ] has been received by Catalpa by 5:00pm (WST) on Friday, 16 April 2010.

your completed personalised Entitlement and Acceptance Form, together with payment of Application Monies is received by Catalpa by 5:00pm (WST) on Friday, 16 April 2010.

If you wish to subscribe for shares in addition to your pro rata entitlement, please complete the relevant portion of the Entitlement and Acceptance Form.

Please refer to instructions in the “How to Apply” section of this letter for further information.

Further Information

Further information on the Entitlement Offer and Catalpa’s business is detailed in this letter. You should read the entirety of this letter carefully before deciding whether to participate in the Entitlement Offer.

If you have any further question about the Entitlement Offer, you should seek advice from your stockbroker or other professional adviser, or you can visit the Entitlement Offer website at www.catalparesources.com.au.

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On behalf of the directors, I thank you for your continued support of Catalpa and encourage you to carefully consider this investment opportunity.

Yours Sincerely,

Peter Maloney Chairman

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2 Key dates for the Entitlement Offer

Event	Date
Announcement of Entitlement Offer	Tuesday, 16 March 2010
Ex date and rights trading commences	Monday, 22 March 2010
Record Date for determining entitlements under	Friday, 26 March 2010
the Entitlement Offer (7.00pm Sydney time)
Offer document Entitlement Offer Documents	Tuesday, 30 March 2010
and Entitlement and Acceptance Forms
despatched. Entitlement Offer opens for
acceptance.
Rights trading ends	Friday, 9 April 2010
Securities quoted on a deferred settlement	Monday, 12 April 2010
basis
Acceptances close (5pm)	Friday, 16 April 2010
New Shares issued under the Entitlement Offer	Friday, 23 April 2010
and confirmation statements despatched.
Deferred settlement trading ends.
New Shares commence trading on ASX on	Tuesday, 27 April 2010
normal settlement basis

This timetable is indicative only and subject to change without notice. All times are Perth time unless otherwise noted. Note: Catalpa reserves the right, subject to the Corporations Act 2001 (Cth) ( Corporations Act ), ASX Listing Rules and other applicable laws to vary the dates of the Entitlement Offer, including extending the Entitlement Offer or accepting late applications, either generally or in particular cases, without notice. You cannot, in most circumstances, withdraw the application once it has been accepted. No cooling off rights apply to the Entitlement Offer.

Applicants for the Entitlement Offer ( Applicants ) are encouraged to submit their Entitlement and Acceptance Form as soon as possible after the Entitlement Offer opens.

Enquiries

If you have any questions, please call Catalpa on +61 8 9321 3088 at any time from 8.30am to 5.00pm (Perth time) Monday to Friday, or consult your stockbroker, accountant or other independent professional adviser.

Website: www.catalparesources.com.au

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3 How to Apply

3.1 Entitlement Offer

Eligible Shareholders (as defined under the heading ‘Important Information’) are being offered the opportunity to subscribe for 1 New Share for every 19 Catalpa ordinary shares ( Shares ) held at 7.00pm (Sydney time) Friday, 26 March 2010 ( Entitlement ), at the offer price of A$1.25 per New Share ( Offer Price ). Eligible Shareholders will also be able to apply for New Shares in excess of their Entitlement on the terms set out in this booklet and accompanying Entitlement and Acceptance form.

The Entitlement Offer is being made pursuant to provisions of the Corporations Act which allow rights issues to be offered without a prospectus. As a result, it is important for Eligible Shareholders to read and understand the information on Catalpa and the Entitlement Offer made publicly available, prior to taking up all or part of their Entitlement or applying for additional New Shares over and above their Entitlement.

In particular, please refer to this booklet, Catalpa’s interim and annual reports and other announcements made available at our website, www.catalparesources.com.au (including the financial report of Catalpa and its subsidiaries for the half-year ended 31 December 2009 that was released to ASX on 10 March 2010).

Your Entitlement is set out on the accompanying Entitlement and Acceptance Form and has been calculated as 1 New Share for every 19 Shares you held as at the Record Date of 7.00pm (Sydney time) Friday, 26 March 2010. If you have more than one holding of Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each separate holding. New Shares issued under the Entitlement Offer will rank pari passu with issued Shares.

3.2 Consider the Entitlement Offer in light of your particular investment objectives and circumstances

Please consult with your stockbroker, accountant or other independent professional adviser if you have any queries or are uncertain about any aspects of the Entitlement Offer. You should also refer to the “Key Risks” section of the Catalpa Resources Limited Debt Restructure and Equity Raising Presentation released to ASX on Tuesday, 16 March 2010 and attached to this booklet.

3.3 Complete and return the accompanying Entitlement and Acceptance Form with your Application Monies or make payment by BPAY[]

If you decide to take up all or part of your Entitlement, or to take up all of your Entitlement and apply for additional New Shares in excess of your Entitlement, please complete and return the Entitlement and Acceptance Form with the requisite Application Monies OR pay your Application Monies via BPAY[] by following the instructions set out on the Entitlement and Acceptance Form.

Catalpa will treat you as applying for as many New Shares as your payment will pay for in full. If you are paying by BPAY[] , please make sure to use the specific Biller Code and unique Customer Reference Number ( CRN ) on the back of your personalised Entitlement and Acceptance Form. If you have multiple holdings and consequently receive more than one personalised Entitlement and Acceptance Form, when taking up your entitlement in respect to one of those holdings only use the CRN specific to that holding set out in the applicable Entitlement and Acceptance Form. If you do not use the correct CRN specific to that holding, as set out in the applicable Entitlement and Acceptance Form, your application will not be recognised as valid.

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3.4 Oversubscription facility

Where an Eligible Shareholder has submitted a valid application for their full Entitlement, that Eligible Shareholder may apply for additional New Shares ( Additional New Shares ). The additional New Shares will only be issued to an Eligible Shareholder if there is a sufficient number of New Shares in respect of which Catalpa has not received valid applications and the board of directors of Catalpa (after consulting with the Joint Underwriters) has determined in its absolute discretion to issue additional New Shares to that Eligible Shareholder. The additional New Shares will be issued at the Entitlement Offer issue price of A$1.25 and will be issued simultaneously with the issue of New Shares in respect of an Eligible Shareholder’s full Entitlement.

Eligible Shareholders who apply for New Shares in excess of their Entitlement are not assured of being allotted any New Shares in excess of their Entitlement.

Eligible Shareholders who wish to apply for New Shares in excess of their Entitlement need to complete the relevant portion of the Entitlement and Acceptance Form and return the Entitlement and Acceptance Form with the requisite Application Monies or make a payment by BPAY. Please see section 3.7 for further details.

Set out below is a table showing the number of New Shares that directors of Catalpa and companies controlled by the directors of Catalpa will apply for in excess of Entitlements:

Director	Number of Shares held beneficially as at 30 March 2010	Holding Entity	Entitlements	Number of additional New Shares applied for in excess of Entitlements
Peter Maloney	165,847	Yenolam Superannuation Fund	8,729	100,000
Bruce McFadzean	92,500	Deborah McFadzean	4,869	3,100
John Rowe	90,910	ROWE Family Superfund Julia Evelyn Rowe	4,785	50,000
Barry Sullivan	105,454	Nulis (Nominees) Australia Ltd	5,551	50,000

Catalpa also reserves the right (in its absolute discretion) to reduce the number of New Shares allocated to Eligible Shareholders, or persons claiming to be Eligible Shareholders, if their claims prove to be overstated or if they or their nominees fail to provide information to substantiate their claims.

3.5 Rights trading

If you choose not to take up your Entitlement, you still have the potential opportunity to receive payment for those renounced Entitlements by trading them on ASX or otherwise selling them during the rights trading period (Monday, 22 March to Friday, 9 April 2010).

3.6 Ineligible Shareholders

Ineligible Shareholders may also have the potential opportunity to receive payment for Entitlements they would have received had they been eligible to participate in the Entitlement Offer. The Company has appointed Austock Nominess Pty Ltd ( Austock

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Nominees ) as nominee to sell Ineligible Shareholder’s Entitlements. Austock Nominees will only sell the Entitlements if there is a viable market in the Entitlements 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 Austock Nominees will determine in its sole and absolute discretion.

Any amount realised from the sale of Ineligible Shareholder’s Entitlements by Austock Nominees will be distributed pro-rata to each Ineligible Shareholder (after deducting the costs of the sale and the distribution of the proceeds). To the maximum extent permitted by law, neither Catalpa nor Austock Nominees will be liable for any failure to sell Ineligible Shareholders’ Entitlements at any particular price. If there is no viable market for Ineligible Shareholder’s Entitlements, they will be allowed to lapse and the relevant New Shares will revert to the Joint Underwriters.

3.7 Acceptance of the Entitlement Offer

The method of acceptance of the Entitlement Offer will depend on your method of payment being:

by BPAY; or
by cheque, bank draft or money order.

By completing and returning your personalised Entitlement and Acceptance Form with the requisite Application Monies or making a payment by BPAY, you:

(a) agree to be bound by the terms of this booklet and the provisions of Catalpa’s constitution;
(b) authorise Catalpa to register you as the holder(s) of the New Shares allotted to you;
(c) declare that all details and statements made in the Entitlement and Acceptance Form are complete and accurate;
(d) declare that you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Entitlement Offer;
(e) acknowledge that once Catalpa receives the Entitlement and Acceptance Form or your payment by Bpay, you may not withdraw it except as allowed by law;
(f) agree to apply for, and be issued with up to, the number of New Shares that you apply for at the Offer Price of A$1.25 per New Share;
(g) authorise Catalpa and its officers or agents to do anything on your behalf necessary for the New Shares to be issued to you, including to act on instructions of the Catalpa Share Registry upon using the contact details set out in the Entitlement and Acceptance Form;
(h) declare that you were the registered holder(s) at the Record Date of the Shares indicated on the Entitlement and Acceptance Form as being held by you on the Record Date;
(i) acknowledge that the information contained in this booklet is not investment advice or a recommendation that New Shares are suitable for you, given your investment objectives, financial situation or particular needs;
(j) represent and warrant that the law of any place (other than Australia and New Zealand) does not prohibit you from being given this booklet or making an application for New Shares; and
(k) represent and warrant that you are an Eligible Shareholder and have read and understood this booklet and the Entitlement and Acceptance Form and that you acknowledge the matters, and make the warranties and representations and

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agreements contained in this booklet and the Entitlement and Acceptance Form.

By completing and returning your personalised Entitlement and Acceptance Form with the requisite Application Monies or making a payment by BPAY, you will also be deemed to have acknowledged, represented and warranted on behalf of each person on whose account you are acting that:

(a) you are not in the United States or acting for the account or benefit of a person in the United States;
(b) you acknowledge that the New Shares have not been, and will not be, registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction in the United States, and accordingly, the New Shares may not be offered, sold or otherwise transferred in the United States except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any other applicable securities laws; and
(c) you have not and will not send any materials relating to the Entitlement Offer to any person in the United States or any country outside Australia and New Zealand.

Payment by BPAY

For payment by BPAY please follow the instructions on the personalised Entitlement and Acceptance Form. You can only make a payment via BPAY if you are the holder of an account with an Australian financial institution that supports BPAY transactions.

Please note that should you choose to pay by BPAY:

you do not need to submit the personalised Entitlement and Acceptance Form but are taken to make the declarations on that Entitlement and Acceptance Form; and
if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares which is covered in full by your Application Monies.

It is your responsibility to ensure that your BPAY payment is received by the Catalpa Share Registry by no later than 5.00pm (Perth time) Friday, 16 April 2010. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment, and you should therefore take this into consideration when making payment.

Any Application Monies received for more than your final allocation of New Shares will be refunded as soon as practicable after the close of the Entitlement Offer. No interest will be paid to Applicants on any Application Monies received or refunded.

Payment by cheque, bank draft or money order

For payment by cheque, bank draft or money order, you should complete your Entitlement and Acceptance Form in accordance with the instructions on the Form and return it accompanied by a cheque, bank draft or money order in Australian currency for the amount of the Application Monies, payable to “Catalpa Entitlement Offer” and crossed “Not Negotiable”.

Your cheque, bank draft or money order must be:

for an amount equal to A$1.25 multiplied by the number of New Shares that you are applying for; and
in Australian currency drawn on an Australian branch of a financial institution.

You should ensure that sufficient funds are held in relevant account(s) to cover the Application Monies as your cheques will be processed on the day of receipt. If the amount of your cheque for Application Monies (or the amount for which the cheque clears

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in time for allocation) is insufficient to pay in full for the number of New Shares you have applied for in your personalised Entitlement and Acceptance Form, you will be taken to have applied for such lower number of whole New Shares as your cleared Application Monies will pay for (and to have specified that number of New Shares on your Entitlement and Acceptance Form). Alternatively, your application will not be accepted.

Cash payments will not be accepted. Receipts for payment will not be issued.

Mail

To participate, your payment must be received no later than the close of the Entitlement Offer, on 5.00pm (Perth time) Wednesday, 16 April 2010. Shareholders who make payment via cheque, bank draft or money order should mail their completed personalised Entitlement and Acceptance Form together with Application Monies to:

Catalpa Share Registry C/- Security Transfer Registrars Pty Ltd PO Box 535 Applecross WA 6953 AUSTRALIA

4 Important Information

This booklet (including the ASX announcements produced in it) and enclosed accompanying personalised Entitlement and Acceptance Form have been prepared by Catalpa. The information in this booklet is dated 30 March 2010 (other than the ASX announcements produced in it).

No party other than Catalpa has authorised or caused the issue of the information in this booklet, or takes any responsibility for, or makes, any statements, representations or undertakings in the information in this booklet.

The information in this booklet is important and requires your immediate attention.

You should read the information in this booklet carefully and in its entirety before deciding whether to invest in New Shares. In particular, you should consider the risk factors outlined in “Key Risks” section of the Catalpa Resources Limited Debt Restructure and Equity Raising Presentation released to ASX on 16 March 2010, any of which could affect the operating and financial performance of Catalpa or the value of an investment in Catalpa.

Catalpa has applied for the grant by ASX of official quotation of the New Shares. It is expected that normal trading will commence in relation to New Shares issued under the Entitlement Offer on Tuesday, 26 April 2010. Catalpa disclaims all liability (to the maximum extent permitted by law) to persons who trade New Shares before the New Shares are listed on the official list of ASX or receiving their confirmation of issue, whether on the basis of confirmation of the allocation provided by Catalpa or the Catalpa Share Registry or otherwise.

1 Eligible Shareholders

The information in this booklet contains an offer of New Shares to Eligible Shareholders (as defined below) and has been prepared in accordance with section 708AA of the Corporations Act as modified by Australian Securities and Investments Commission ( ASIC ) Class Order 08/35.

Eligible Shareholders are those holders of Shares who:

are registered as a holder of Shares as at 7.00pm (Sydney time), Friday, 26 March 2010;

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have a registered address in Australia or New Zealand;
are not in the United States and are not acting for the account or benefit of a person in the United States; and
are eligible under all applicable securities laws to receive an offer under the Entitlement Offer.

For the avoidance of doubt, Catalpa may (in its absolute discretion) extend the Entitlement Offer to any institutional shareholder in foreign jurisdictions who were not invited to participate in the Entitlement Offer (subject to compliance with applicable laws).

All other holders of Shares are not eligible to participate in the Entitlement Offer ( Ineligible Shareholders ).

2 No cooling off rights

Cooling off rights do not apply to an investment in New Shares. You cannot, in most circumstances, withdraw your Application once it has been accepted.

3 Notice of nominees and custodians

Nominees and custodians which hold Shares as nominees or custodians will have received, or will shortly receive, a letter from the Joint Underwriters to the Entitlement Offer. Nominees and custodians should consider carefully the contents of that letter and note in particular that the Entitlement Offer is only available to Eligible Shareholders.

4 Not investment advice

The information in this booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC. It is also not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. Catlapa is not licensed to provide financial product advice in respect of the New Shares. The information in this booklet does not purport to contain all the information that you may require to evaluate a possible application for New Shares.

Before deciding whether to apply for New Shares, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. If, after reading the information in this booklet, you have any questions about the Entitlement Offer, you should contact your stockbroker, accountant or other independent professional adviser.

5 Taxation

The Company has obtained advice from PKF Corporate Advisory Services (WA) Pty Ltd regarding the Australian income tax implications of the Entitlement Offer for Australian resident Eligible Shareholders.

5.1 Income Tax Implications

The following comments provide an overview of the potential Australian income tax implications of the Entitlement Offer of the Company ordinary shares to Eligible Shareholders, and the invitation for Eligible Shareholders to apply for New Shares in excess of their Entitlement.

The taxation comments below:

(a) are based upon the application of the Australian income tax legislation, current at the date of this Entitlement Offer. Subsequent changes to the legislation and/or administration of the legislation may impact the views expressed within;
(b) are general in nature and not intended as specific advice to Eligible Shareholders. The application of the Australian income tax legislation may vary according to the individual circumstances of the Eligible Shareholder. In this regard, the comments below are only relevant to those Eligible Shareholders that:
(1) are residents of Australia for taxation purposes; and

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(2) hold their Shares on capital account (i.e. have not been held for the purpose of resale or as trading stock);
(c) should not be relied upon by Eligible Shareholders as a substitute for professional advice. The Australian income tax implications advised within may not be applicable to the Eligible Shareholder’s particular circumstances. Accordingly, it is strongly recommended that Eligible Shareholders seek taxation advice from their own professional tax advisor.

5.2 Australian Income Tax Implications for Eligible Shareholders

5.2.1 Grant of Rights

Broadly, in the past the Commissioner of Taxation (the Commissioner ) has considered that the grant of rights by a company to shareholders will be viewed as property separate from the shareholding itself. Further, as the rights can be converted into money, the value of the rights can be treated as an assessable gain to the shareholder. Comments made by the Commissioner in Class Ruling CR 2007/42 support this view.

In 2007, the High Court of Australia considered the Australian tax implications of the acquisition of certain put options granted to a shareholder by a company in which the shareholder held shares ( Federal Commissioner of Taxation v. McNeil 2007 ATC 4,223). In that decision, the High Court held that the market value of tradeable put options issued by a company to its shareholders was assessable income at the time of issue of the options.

In 2008, the Federal Government passed the Tax Laws Amendment (2008 Measures No. 3) Act 2008 which applies to ensure that an amount equal to the market value of rights granted by an issuing entity to existing shareholders, to acquire certain interests in the issuing entity, is non assessable non exempt income at the time the rights are issued. For this rule to apply, the shareholders must hold their original interests in the issuing entity on capital account.

Specifically, the rules will apply to a shareholder where:

(a) at the issue time, the shareholder already own shares in the company;
(b) the rights are issued to the shareholder because of the shareholder’s ownership of the original interests;
(c) the original interests are not revenue assets or trading stock at the issue time;
(d) the original interests and the rights are not traditional securities; and
(e) the original interests are not convertible interests.

Where a shareholder cannot satisfy these tests, it is possible that the finding of the High Court in McNeil’s Case could apply. Accordingly, it is important that Eligible Shareholders obtain independent professional advice on the application of these new rules that takes into account the specific circumstances of the shareholder.

In this context, a convertible interest includes an interest issued by a company that gives its holder a right to be issued with an equity interest in the company.

Also, in this context, traditional securities means a security held by a taxpayer that:

(a) is or was acquired by the taxpayer after 10 May 1989;
(b) either:
(1) does not have an eligible return; or
(2) has an eligible return, where:

(A) the precise amount of the eligible return is able to be ascertained at the time of issue of the security; and

(B) the amount is not greater than 1.5% of the amount calculated in accordance with the formula:

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Payments x Term

Where:

Payments is the amount of the payment or of the sums of the payments (excluding any periodic interest) liable to be made under the security when held by any person; and

Term is the number (including any fraction) of years in the term of the security;

(d) is not trading stock of the taxpayer.

An eligible return in relation to a security will arise, if at the time when the security is issued it is reasonably likely, by reason that the security was issued at a discount, bears deferred interest or is capital indexed or for any other reason, having regard to the terms of the security, for the sum of all payments (other than periodic interest payments) under the security to exceed the issue price of the security, and the amount of the eligible return is the amount of the excess.

It is noted that in the Explanatory Memorandum to the Tax Laws Amendment (2008 Measures No. 3) Act 2008 the following is stated at paragraph 1.14,

“In the event that the principles enunciated in McNeil’s case do apply to include the market value of rights in a taxpayer’s ordinary income at the time of issue, then where that amount is otherwise included in assessable income again, section 6-25 will apply to ensure that the amount that was included in the taxpayer’s assessable income at the time of issue will not be included in the taxpayer’s assessable income again at any other time.”

5.2.2 Rights Trading

Where an Eligible Shareholder chooses not to take up an Entitlement, the shareholder has the potential opportunity to receive payment for the renounced Entitlements by trading them during the rights trading period; namely, Thursday 18 March 2010 to Tuesday 6 April 2010.

It is likely that the Commissioner will consider that any gain arising from the trading of the rights will be assessable income as income accordingly to ordinary concepts or as a capital gain. It is noted that in the Full Federal Court decision in Allina Pty Limited v. Federal Commissioner of Taxation 91 ATC 4,195, the gain made by a taxpayer arising on the disposal of renounceable rights was assessed under the capital gains tax ( CGT ) rules where the taxpayer in that case was not a share trader and the rights were disposed of shortly after the entitlement to the rights was granted to the taxpayer.

Where the CGT rules apply to the disposal of the rights, an assessable capital gain will arise if the capital proceeds received on disposal exceed the cost base of the rights. The cost base of the rights will include the acquisition cost and any incidental costs on acquisition or disposal, and non-capital costs of ownership that are not deductible to the Eligible Shareholder.

An individual, complying superannuation funds and trusts (subject to certain conditions) may not able to discount this capital gain, as the shareholder may not have been considered to have held the rights for at least 12 months before disposal. Where the 12 month test can be met (refer timing of acquisition comments below), the CGT discount rules may be available.

Where the CGT rules apply to the disposal of the rights, a capital loss will arise if the capital proceeds received on disposal are less than the reduced cost base of the rights. The reduced cost base in general terms will be similar to the cost base, but will not include the non-capital costs of ownership.

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Any net capital gain arising must be included in the assessable income of the shareholder. Any capital loss may only be used to offset the capital gains.

5.2.3 Exercise of Rights

Special CGT rights rules apply to the exercise of rights to acquire shares. These rules can apply in circumstances where:

(a) the Eligible Shareholder did not pay for the rights when the rights were issued; and
(b) when the rights were issued, the Eligible Shareholder already owned shares or convertible interests issued by the company or a company that is a member of the same wholly owned group.
(c) In these circumstances the cost base of the shares is in broad terms, the sum of the cost base of the rights at the time of exercise and any amount paid to exercise the rights. Further a capital gain or capital loss the Eligible Shareholder would otherwise make on the exercise of the rights is disregarded for Australian income tax purposes.

5.2.4 Timing Where the Special CGT Rights Rules Apply

Under these rules, where an Eligible Shareholder acquired the rights from a company, the Eligible Shareholder is taken to have acquired the rights when the Eligible Shareholder acquired the original shares. For Australian CGT purposes, the Eligible Shareholder is taken to have acquired the new shares when the Eligible Shareholder exercises the rights.

5.2.5 Convertible Interest Rules

Should the special CGT rights rules not apply, it is still possible that the special CGT convertible interests’ rules may apply. Under these rules, where an Eligible Shareholder acquires shares (except shares under an employee share scheme) by converting a convertible interest that is not a traditional security, the cost base of the shares is in broad terms, the sum of the cost base of the rights at the time of exercise and any amount paid to exercise the rights. Further, a capital gain or capital loss the Eligible Shareholder would otherwise make on the exercise of the rights is disregarded for Australian income tax purposes.

5.2.6 Timing Where Special CGT Convertible Interest Rules Apply

Under these rules, the Eligible Shareholder is taken to have acquired New Shares when the Eligible Shareholder converts the convertible interest.

5.2.7 Acquisition and Disposal of New Shares

Eligible Shareholders who exercise their Entitlements will acquire New Shares. Any future dividends or other distributions made in respect of those New Shares will be subject to the same taxation treatment as dividends or other distributions made on existing shares held in the same circumstances.

In relation to the future disposal of New Shares, Eligible Shareholders may make a capital gain or capital loss, depending on whether the capital proceeds of that disposal are more than the cost base or less than the reduced cost base of the New Shares.

Eligible Shareholders who exercise their Entitlements and subscribe for New Shares will acquire those shares with a cost base for CGT purposes equal to the Offer Price payable by them for those shares plus any non-deductible incidental costs they incur in acquiring those shares.

The New Shares that the Eligible Shareholders acquire as a result of taking up their Entitlement will be treated for CGT purposes as having been acquired by them on the day in which they exercised their Entitlement.

Any capital gain arising to individuals and trusts (other than a trust that is a complying superannuation entity) may be subject to a discount of 50%, after offsetting current year

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or prior year capital losses, if the New Shares are held for more than 12 months before disposal.

Please note the CGT discount is also available to complying superannuation entities at a rate of 33.33%. Company shareholders are not eligible for the CGT discount.

5.3 Goods and Services Tax (GST) Implications for Eligible Shareholders

If the Eligible shareholder is not registered or required to be registered for GST, there will be no GST consequences arising on the acquisition or disposal of the New Shares.

If the Eligible Shareholder is registered or required to be registered for GST and the Eligible Shareholder acquires or disposes of a New Share, this transaction will be an input taxed financial supply. Input taxed financial supplies are not subject to GST. No input tax credits will be available for the GST incurred on acquisitions relating to an input taxed financial supply where the Eligible Shareholder breaches the Financial Acquisitions Threshold ( FAT ), unless the acquisition is a reduced credit acquisition. Eligible Shareholders should seek GST advice as to whether they breach the FAT and the availability of reduced input tax credits on acquisitions.

There will be no GST consequences in respect of dividend payments by the Company to Eligible Shareholders.

5.4 Duty Implications for Eligible Shareholders

No Australian duty should be payable in relation to the grant or disposal of rights that are quoted on the Australian Stock Exchange.

Further, no Australian duty should be payable by the Eligible Shareholder on the acquisition and disposal of the New Shares.

6 Rounding of Entitlements

Where fractions arise in the calculation of Entitlements, they will be rounded up to the nearest whole number of New Shares.

7 Information availability

Eligible Shareholders in Australia and New Zealand can obtain a copy of this booklet during the period of the Entitlement Offer on our website, www.catalparesources.com.au, or by calling the Catalpa Share Registry. Persons who access the electronic version of this booklet should ensure that they download and read the entire booklet. The electronic version of this booklet on the ASX website will not include an Entitlement and Acceptance Form. A replacement Entitlement and Acceptance Form can be requested by calling Catalpa on +61 8 9321 3088 at any time from 8.30am to 5.00pm (Perth time) Monday to Friday.

8 Future performance and forward-looking statements

Neither Catalpa nor any other person warrants or guarantees the future performance of the New Shares or any return on any investment made pursuant to the Entitlement Offer. This booklet contains certain “forward-looking statements”. Forward looking words such as, “expect”, “should”, “could ”, “may”, “predict”, “plan”, “will”, “believe”, “forecast”, “estimate”, “target” and other similar expressions are intended to identify forward-looking statements within the meaning of securities laws of applicable jurisdictions. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Forward-looking statements, opinions and estimates provided in the information in this booklet are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions.

Forward-looking statements including forecasts, projections, guidance on future earnings and estimates including resource and reserve estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Such forward-looking statements only speak as to the date of this booklet and Catalpa assumes no obligation to update such information. They are subject to known and

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unknown risks, uncertainties and assumptions, many of which are outside the control of Catalpa and the board of directors of Catalpa, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by any forward-looking statements in this booklet.

9 Past performance

Investors should note that the past share price performance of Catalpa shares provides no guidance as to future share price performance

10 Governing Law

This booklet, the Entitlement Offer and the contracts formed on acceptance of the Entitlement and Acceptance Forms are governed by the laws applicable in Western Australia, Australia. Each applicant for New Shares submits to the non-exclusive jurisdiction of the courts of Western Australia, Australia.

11 Foreign jursidictions

The information in this booklet does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Entitlement Offer or the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia and New Zealand.

The distribution of the information in this booklet (including an electronic copy) outside Australia and New Zealand is restricted by law. If you come into possession of the information in this booklet, you should observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.

11.1 New Zealand

The New Shares being offered under the information in this booklet are also being offered to Eligible Shareholders with registered addresses in New Zealand in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). The information in this booklet is not an investment statement or prospectus under New Zealand law, and may not contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

11.2 United States

This document may not be released in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 (as amended) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

11.3 Other Jurisdictions

The New Shares may not be offered or sold in any other jurisdiction except to persons to whom such offer or sale is permitted under applicable law.

12 Debt Restructure

The debt component of the development costs of Catalpa’s Edna May Gold Project (which is held by Catalpa’s wholly owned subsidiary, Edna May Operations Pty Ltd ( EMO )) is being financed by project facilities made available by Macquarie Bank Limited ( MBL ).

The MBL facilities originally comprised a project facility of A$55 million, a mezzanine facility of A$10 million and a contingent instrument facility (for statutory performance bonds) of A$3,51 million.

As part of the fee for establishment of the mezzanine facility, Catalpa was required to issue to MBL 133,333,334 options (expiring 31 March 2014) exercisable at A$0.075 per

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option. The issue of these options was approved by Catalpa’s shareholders in May 2009. Catalpa issued 50% of the options to MBL on 25 May 2009 ( First Tranche Options ) and the remaining 50% ( Second Tranche Options ) were to be issued upon EMO making the first drawing under the mezzanine facility.

Consequent upon the merger with Lion Selection, Catalpa’s options were consolidated with the result that the First Tranche Options were reduced to 6,060,606 and the exercise price was increased to A$0.825 per option.

The MBL facilities have been restructured in that the project loan has been increased (by A$10 million) to A$65 million, the mezzanine loan has been cancelled and the contingent instrument facility has been left unchanged.

Catalpa is not permitted to make drawings under the project facility in excess of an aggregate amount of A$55 million (being the original project facility limit) unless and until it has raised equity of at least A$8 million, (net of fees).

The requirement for Catalpa to issue the Second Tranche Options has been removed. As a part of the restructure of the MBL facilities, 500,000 fully paid ordinary shares will be issued by Catalpa to MBL on or about the date that Catalpa raises the equity referred to in the preceding paragraph. Those shares will not be issued to MBL until after the Record Date for the Entitlement Offer and MBL will therefore not be eligible to participate in the Entitlement Offer in respect of those shares.

The amortisation of the increased project facility remains unchanged so it is still required to be repaid in full by 30 June 2014. It should be noted that a higher margin would have been payable in relation to drawings under the original mezzanine facility so there will be a saving given that drawings under the project facility attract a lesser margin which will now apply to the increased project facility.

Otherwise, the terms of MBL facilities remain largely unchanged although certain restrictions have been placed on the ability of Lion Selection and its subsidiaries to dispose of assets, incur financial indebtedness and create encumbrances.

13 Joint Underwriting

Catalpa has entered into an underwriting agreement with Investec Bank (Australia) Limited ( Investec ) and Austock Securities Limited, (together, the Underwriters ) and Austock Nominees ( Underwriting Agreement ). Pursuant to the Underwriting Agreement, the Joint Underwriters have agreed to manage and fully underwrite the Entitlement Offer on a several basis. The Joint Underwriters will be paid underwriting fees of approximately $500,836 under the Underwriting Agreement.

Customary with these types of arrangements:

Catalpa has agreed to indemnify the Joint Underwriters and their respective directors, officers, employees, agents and contractors against losses they may suffer or incur in connection with the Entitlement Offer;
the Joint Underwriters may, at any time up to settlement of the Entitlement Offer (expected to occur on Friday, 23 April 2010), terminate the Underwriting Agreement and be released from their obligations under it on the occurrence of certain events, including if:
either the All Ordinaries Index or the S&P/ASX 200 Index falls to a level that is 90% or less of the level as at the close of trading on Tuesday, 16 March 2010 and remains at or below that level for 2 consecutive business days or until the business day immediately prior to the issue of the New Shares, whichever is shorter;
the price of gold as quoted on the US$ Comex Market falls to a level that is 90% or less than the level as at the close of trading on Tuesday, 16 March 2010 and remains at or below that level for 2 consecutive trading days on which the Comex market trades;

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the Company breaches, or defaults under, a material debt or financing arrangement or any related documentation which has a material adverse effect on the Company;
any event of default or event which gives a lender or financier the right to accelerate or require payment of the debt or financing or other similar material event occurs which has a material adverse effect on the Company;
there is a delay of more than 2 business days in the timetable for the Entitlement Offer without the Joint Underwriters’ consent;
any adverse change or disruption occurs in the existing financial markets, political or economic conditions of Australia, Japan, Switzerland, Germany, the United Kingdom, the United States of America or the international financial markets;
any order to cease trading the securities of the Company is made by a securities regulatory authority, other than a trading halt or suspension voluntarily requested with the consent of the Joint Underwriters to facilitate the Entitlement Offer;
any material adverse change occurs in the financial or trading position of Catalpa or its Related Bodies Corporate (as defined in sections 9 and 50 of the Corporations Act); and
any other event occurs which has, or is likely to have, a materially adverse effect on the Entitlement Offer;

Pursuant to the Underwriting Agreement, Catalpa has agreed that for a period of 90 days from the date of issue of the New Shares it will not, without the consent of the Joint Underwriters, agree to issue or offer to issue any securities other than pursuant to the Placement, an issue resulting from the convertible securities already on issue or an issue of options under the Employee and Contractors Option Plan of Westonia Mines Limited.

The Joint Underwriters have not authorised or caused the issue of this booklet and take no responsibility for any information in this booklet or any action taken by you on the basis of such information. To the maximum extent permitted by law, the Joint Underwriters exclude and disclaim all liability, for any expenses, losses, damages or costs incurred by you as a result of your participation in the Entitlement Offer and the information in this booklet being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. The Joint Underwriters make no recommendations as to whether you or your related parties should participate in the Entitlement Offer nor do they make any representations or warranties to you concerning this Entitlement Offer, or any such information and you represent, warrant and agree that you have not relied on any statements made by any of the Joint Underwriters or any of their affiliates in relation to the New Shares or the Entitlement Offer generally.

Pursuant to the Underwriting Agreement, Austock Nominees has agreed to sell the Entitlements of Ineligible Shareholders on ASX or by such other method as the Company directs. Austock Nominees may sell the Entitlements of Ineligible Shareholders at any price and, if Austock Nominees is unable to sell the Entitlements of Ineligible Shareholders, then those Entitlements will lapse and the relevant New Shares will be fully underwritten by the Joint Underwriters. The gross proceeds (if any) of the sale of the Entitlements of Ineligible Shareholders less all relevant brokerage and other selling costs, taxes and charges will be distributed ( Net Proceeds ). It is important to note that Austock Nominees will be acting for and providing services to Catalpa in this process and will not be acting on behalf of, and owes no duties or obligations (whether fiduciary or otherwise) to, Ineligible Shareholders. Catalpa’s share registry will be responsible for the distribution of Net Proceeds and the allocation of Net Proceeds amongst them.

14 Disclaimer of representations

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No person is authorised to give any information, or to make any representation, in connection with the Entitlement Offer that is not contained in this booklet.

Any information or representation that is not in this booklet may not be relied on as having been authorised by Catalpa, or its related bodies corporate in connection with the Entitlement Offer. Except as required by law, and only to the extent so required, none of Catalpa, or any other person, warrants or guarantees the future performance of Catalpa or any return on any investment made pursuant to the information in this booklet.

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Attachment - ASX Offer announcements

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Disclaimer	2 Not financial product advice This presentation is for information purposes only and is not financial product or investment advice or a recommendation to acquire Catalpa shares and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision prospective investors should read this presentation in its entirety and consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek legal and taxation advice appropriate to their jurisdiction. Catalpa is not licensed to provide financial product advice in respect of Catalpa shares. Not an offer This presentation does not constitute an offer, invitation or recommendation to subscribe for or purchase any security and neither this presentation nor anything contained in it shall form the basis of any contract or commitment. Please see offer restrictions applicable in various countries at the end of this presentation. Do not rely on forward-looking statements This presentation contains forward-looking statements. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, at the date of this presentation, are expected to take place. Some of the risk factors that impact on forward-looking statements in this presentation are set out in slides 10 to 16. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of Catalpa. Catalpa cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this presentation will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. Statement of past performance This presentation includes information regarding the past performance of Catalpa. Investors should be aware that past performance should not be relied upon as being indicative of future performance. Cautionary note for non-Australian investors regarding reserves and resources Catalpa estimates its reserves and resources in accordance with the Australasian Code for Reporting of Identified Mineral Resources and Ore Reserves 2004 Edition ("JORC Code"), which governs such disclosures by companies listed on the Australian Securities Exchange. The JORC Code differs in several significant respects from Industry Guide 7 of the US Securities and Exchange Commission, which governs disclosures of mineral reserves in registration statements and reports filed with the SEC. In particular, Industry Guide 7 does not recognize classifications other than proven and probable reserves, and the SEC does not permit mining companies to disclose mineral resources in SEC filings. Disclaimer The Joint Underwriters and their advisers have not authorised or caused the issue, lodgement, submission, dispatch or provision of this presentation and do not make or purport to make any statement in this presentation and there is no statement in this presentation which is based on any statement by the Joint Underwriters or their advisers. The Joint Underwriters and their advisers take no responsibility for any information in this presentation or any action taken by you on the basis of such information. To the maximum extent permitted by law, the Joint Underwriters and their advisers and their affiliates, officers and employees exclude and disclaim all liability, for any expenses, losses, damages or costs incurred by you as a result of your participation in the Entitlement Offer and the information in this presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise, and make no representation or warranty as to the currency, accuracy, reliability or completeness of information in this presentation and take no responsibility for any part of this presentation. The Joint Underwriters and their advisers make no recommendations as to whether you or your related parties should participate in the Entitlement Offer nor do they make any representations or warranties to you concerning this Entitlement Offer, or any such information, and you represent, warrant and agree that you have not relied on any statements made by any of the Joint Underwriters, their advisers or any of their affiliates in relation to the New Shares or the Entitlement Offer generally."	Not for release or distribution in the United States

	Offer Summary Catalpa to undertake a Debt Restructure and A$20m Equity Raising Debt Restructure • A$10m of mezzanine debt converted to senior debt • Lowers ongoing interest cost • Macquarie has forgone entitlement to 6.06m Catalpa options (exercise price A$0.825) • Conditional on issue of 500,000 Catalpa ordinary shares and A$8m of equity being raised (see below) A$20m Equity Raising • A$10m Placement at A$1.32 per share to institutions (including a large North American institution) • 1 for 19 Renounceable Entitlement Offer at A$1.25 per share to raise A$10m fully underwritten by Investec Bank (Australia) Limited and Austock Securities Limited • Net funds to: – accelerate resource definition and exploration drilling at Edna May – facilitate the Debt Restructure – provide additional working capital 3	Not for release or distribution in the United States

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4
~6.0%
Target
Acquisition 145 million 16 million
Targeting to grow production towards 270,000 recovered gold ounces per year
A$215million ~A$80 million
(1)
Cracow Pre-
emptive Right
Catalpa
Resources
Limited (CAH)
Cracow Joint Venture (30%)
30k oz/yr production (30%) Reserves 70k oz (30%) Resource 250k oz (30%) Operating mine ~6 year mine life
• • • • •
(2)
(1)
Market Cap Shares Options Largest shareholder Avg annual cash operating margin
Edna May
Operations
Pty Ltd (100%)
100k oz/yr production Reserves 954k oz Resource 1.66M oz 1st gold pour Q2 2010 9 year mine life
• • • • •
When Edna May is at full production As at ASX market close 10 March 2010
(1) (2)
Current Structure – Catalpa set for growth
Not for release or distribution in the United States
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A Diversified Australian Mid Tier Gold Producer (1) Edna May 100% Cracow 30%(1)	Kalgoorlie Perth Brisbane Sydney Cairns Type Open Pit Annual Production 100k oz(a) Processing Capacity 2.8 Mtpa Reserve 954k oz Resource 1.66m oz Cash Cost (pre royalty) A$636/oz Annual avg cash operating margin A$72m pa(b) Hedging: 352,317 oz @ A$1,557.5/oz (a)In construction, 1stgold pour 2Q10 (b)Based on A$1383/oz gold price post royalty Type Underground Annual Production - 100% 100k oz - 30% 31k oz(2) Process Capacity 0.44 Mtpa Reserve - 30% 70k oz(3) Resource - 100% 840k oz(3) - 30% 250k oz(3) Cash Cost A$<600/oz(4) Unhedged (2)figures taken from NCM Annual Report 2009 (3)LST Scheme Booklet, 12 October 2009 (4)Based on NCM reports (1)Cracow is 70% owned and operated by NCM 5	Not for release or distribution in the United States

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Capital Raising Overview	7 Number of Shares (in millions) Offer price (A$) Proceeds (A$ in millions) Placement 7.6 1.32 10.0 Entitlement Offer 8.0 1.25 10.0 Shares issued to Macquarie 0.5 - - Estimated fees and expenses (1.3) Total Net Proceeds 18.7 Following completion of the Debt Restructure and Equity Raising, Catalpa will have 160.8m fully paid ordinary shares on issue

Net funds raised from the offer will be applied to:
•
Accelerate resource definition and exploration drilling at Edna May
•
Facilitate the Debt Restructure
•
Provide a working capital buffer as Edna May is commissioned
Conversion of A$10m mezzanine debt into senior debt:
•
Lowers ongoing financing costs by 2.5% pa on the $10m
•
Macquarie has forgone entitlement to 6.06m Catalpa options upon draw down on the mezzanine
debt
•
Conditional on issue of 500,000 Catalpa fully paid ordinary shares and A$8m of equity being
raised
Placement has introduced a large North American institution to the register
Entitlement Offer provides on opportunity for participation by Catalpa’s existing
shareholders at a 7 cent discount to the Placement price

8
Sources:
A$m
Uses:
A$m
Placement to exempt investors
10.0
Edna May Resource and Regional
exploration
11.0
Entitlement Offer
10.0
Working capital
7.7
Offer fees & expenses
1.3
Total
20.0
Total
20.0

Post Debt Restructure and Equity Raising	A$65m - A$65m A$22.9m 160.8m
	Senior Debt Mezzanine Debt Total Debt Cash2 Shares on issue

Current Position	A$55m A$10m A$65m A$4.2m 144.7m
	Senior Debt Mezzanine Debt Total Debt Cash1 Shares on issue

Monday 22 March 2010	7.00pm (Sydney time) Friday 26 March 2010	Tuesday 30 March 2010	Friday 9 April 2010	Monday 12 April 2010	5pm Friday 16 April 2010	Friday 23 April 2010	Tuesday 27 April 2010	Note: Dates and times are indicative only and subject to change. Catalpa and the Joint Underwriters reserve the right to vary the dates and time of the Offer, which includes closing the Offer early without prior notice. All the times and dates refer to Australian Western Standard Time, unless otherwise indicated.
Rights trading commences	Record date for determining entitlement to New Shares	Entitlement Offer opens	Rights trading ends	Securities quoted on a deferred settlement basis	Entitlement Offer closes	Settlement and allotment of New Shares under the Entitlement Offer Deferred settlement trading ends	Normal trading commences in New Shares issued under the Entitlement Offer (T + 3 basis)

This section discusses some of the key risks attaching to an investment in Catalpa, which may effect the future operating and financial performance of Catalpa and the value of Catalpa shares. Before investing in Catalpa, you should consider whether this investment is suitable for you. Potential investors should consider publicly available information on Catalpa, carefully consider their personal circumstances and consult their stockbroker, solicitor, accountant or other professional adviser before making an investment decision. Additional risks and uncertainties that Catalpa is unaware of, or that it currently considers to be immaterial, may also become important factors that adversely effect Catalpa’s operating and financial performance.	Changes in the market price of gold, which in the past has fluctuated widely, will affect the profitability of Catalpa’s operations and its financial performance for unhedged ounces. Catalpa’s revenues, profitability and viability will depend on the market price of gold produced from the Cracow and Edna May (once commissioned) projects. The price of gold is set in the world market and is affected by numerous factors beyond Catalpa’s control including the demand for gold, expectations with respect to the rate of inflation, interest rates, currency exchange rates, the demand for jewellery and industrial products containing gold, gold production levels, inventories, cost of substitutes, changes in global or regional investment or consumption patterns, and sales by central banks and other holders, speculators and producers of gold and other metals in response to any of the above factors, and global and regional political and economic factors. A decline in the market price of gold below Catalpa’s and Cracow’s respective production costs for any sustained period would have a material adverse impact on the profit, cash flow and results of operations of Catalpa’s projects and anticipated future operations. Such a decline also could have a material adverse impact on the ability of Catalpa to finance the exploration and development of its existing and future mineral projects. A decline in the market price of gold may also require Catalpa or Cracow to write down its Reserves which would have a material adverse effect on the value of Catalpa’s Shares. In addition, if revenue from gold sales declines, Catalpa may experience liquidity difficulties. The expected cash operating cost is A$500-530/oz at Cracow and $636/oz for Edna May. Catalpa has entered into forward sales commitments over 352,317 oz of gold produced from Edna May at a fixed flat forward price of A$1,557.50/oz. Given the operating margin of the Cracow Gold Mine interest is unhedged, Catalpa will have a greater exposure to movements in the spot price of gold, which could adversely affect its revenues and the book value of its Reserves, thereby effecting the market price of Catalpa Shares and Catalpa Options.	Gold is sold throughout the world in US Dollars. Catalpa pays for goods and services in Australian dollars. Fluctuations in the Australian dollar relative to the US dollar may affect the costs and margins at Catalpa’s mining projects, which could materially affect the Company’s profitability and financial performance.	A number of key management and personnel will be important to attaining the business goals of Catalpa. One or more of Catalpa’s key employees could leave their employment, and this may adversely affect the ability of Catalpa to conduct its business and, accordingly, affect the financial performance and share price of Catalpa. Further, the success of Catalpa in part depends on the ability of Catalpa to attract and retain additional highly qualified management and personnel.
	Commodity price risk	Exchange rate and currency risk	Reliance on key personnel

Exposure to litigation brought by third parties such as customers, regulators, employees or business associates could negatively impact on Catalpa’s financial performance through increased cost payments for damages and damage to reputation. The Catalpa board is currently not aware of any outstanding litigation against the company or any of its associated entities. However, there is no certainty that litigation will not be raised against the relevant company or its subsidiaries in relation to past or future events.	Catalpa (through its subsidiaries) is the 30% owner of the Cracow Gold Mine in joint venture with Newcrest.. Occurrence of any of the following events may have an adverse financial impact on Catalpa: disagreement with joint venture partners on how to develop and operate the Cracow Joint Venture efficiently; inability of a joint venture partner to meet its obligations under the joint venture; and/or litigation between joint venture partners regarding joint venture matters. Newcrest, as manager of the Cracow Joint Venture, is able to control the timing of delivery of the Cracow Joint Venture’s product to Catalpa. If delivery is interrupted, Catalpa may not be able to sell the product when expected, and will not receive cash flow from that sale when forecast. In severe cases, this may lead to Catalpa suffering liquidity difficulties.	Capital and operating cost estimates have been made in respect of Catalpa’s Edna May Gold Project and Catalpa’s 30% joint venture interest in the Cracow Gold Mine. These estimates are made on the basis of interpretation of geological data, feasibility studies, prior operating experience, anticipated future conditions as well as other factors, and as such may not prove accurate. The eventual accuracy of the cost estimates could be affected by events including: unanticipated differences in grade and tonnage between ore mined and processed and the estimated Reserves and Resources; incorrect engineering assumptions; delays in construction or development schedules; unanticipated costs; accuracy of anticipated cost of capital items; labour negotiations; and changes in government regulation relating to royalties, duties, taxes or other levies.	Resources and Reserves have been prepared and stated in accordance with the JORC code 2004, but are estimates only and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realised or that Reserves could be mined or processed profitably. There are numerous uncertainties inherent in estimating Reserves and Resources, including many factors beyond Catalpa’s control. Such estimation is a subjective process, and the accuracy of the Reserve or Resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgements used in engineering and geological interpretation. Reserve or Resource estimates may require revision as a result of events that occur after the estimate is made. These include: fluctuation in gold prices; results of drilling; metallurgical testing and production; changes to mine design or schedules; and unplanned or unforseen accidents or disruptions. The volume and grade of Reserves mined and processed and recovery rates may not be the same as the estimate that has been made. Any material reductions in estimates of Reserves and Resources, or of Catalpa’s ability to extract these Reserves, could have a material adverse effect on Catalpa’s financial performance.
Litigation	Joint ventures	Capital costs estimates	Estimates of Reserves and Resources

The exploration for and development of mineral deposits involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. It is impossible to ensure that the exploration or development programs planned by Catalpa or any of its present or future joint venture partners will result in a profitable commercial extraction of mineralisation. The commercial viability of a mineral deposit depends on a number of factors. These include: the size and grade of the deposit and proximity to infrastructure; metal prices; government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted and may vary from now until any point in time. The result of these factors may be that Catalpa does not receive an adequate return on invested capital.	Mining, processing and exploration activities are hazardous to the environment, and unforeseen liabilities such as accidental spills or damage may be costly to remedy. The Cracow gold mine is subject to the environmental laws applicable in Queensland. Environmental legislation is evolving in a manner that will require: stricter standards and enforcement; increased fines and penalties for non compliance; more stringent environmental assessments of proposed projects; and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that existing future environmental regulation will not materially adversely affect Catalpa’s business, financial condition and results of operations. The Cracow Joint Venture Agreements will require Catalpa to be 100% responsible for remediation resulting from activities occurring prior to 1996 on areas of land within the Cracow Exploration Joint Venture’s designated area. The designated area does not include any land incorporated into the Cracow Mining Joint Venture’s mining area. Catalpa will be responsible for remediation in the Cracow mining Joint Venture’s mining area and post 1996 in the Cracow Exploration Joint Venture designated area in proportion to its interest in the Cracow Joint Venture (currently 30%). Environmental hazards may exist on properties in which Catalpa will hold an interest that are not known to Catalpa at present and that have been caused by previous or existing owners or operators of the properties.	The mining, construction and exploration activities of Catalpa are governed by various laws covering areas including taxation, mineral exploration and prospecting, project development, production, industrial relations and occupational health and safety and toxic substances. Catalpa believes that its activities are carried out in accordance with all of the applicable laws and regulations, however no assurance can be given that new laws and regulations will not be enacted or that existing rules and regulations will not be applied in a manner that could limit or curtail the production from or development of Catalpa’s properties or have a materially detrimental financial effect on Catalpa’s business. Failure to comply with the applicable laws, regulations and permitting requirements may result in enforcement actions, which may result in cessation or curtailment of operations and may include corrective measures requiring capital expenditures, the installation of additional equipment, or remedial actions. Catalpa may be required to compensate a party or parties suffering loss or damage that occurred as a result of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to or a more stringent implementation of current laws, regulations and permits under which the activities of Catalpa are governed, could have a material adverse impact on Catalpa and cause increase in expenditures, reduction in levels of production, or abandonment or delays in development of new projects.
Exploration risk	Environmental	Government regulations


Catalpa’s business is subject to a number of risks and hazards that may result in damage to mineral properties or production facilities, personal loss, injury or death, environmental damage to the Company’s properties or the properties of others, delays in mining, monetary losses and possible legal liability. Whilst Catalpa maintains insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance will not cover all the potential risks associated with a mining operation. Catalpa may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Insurance against risks such as environmental pollution or other damage as a result of exploration and production is not generally available to companies in the mining industry on acceptable terms. Catalpa may become subject to liability for pollution or other damage that may not be insured against or that the Company may elect not to insure against because of premium costs or other reasons. Catalpa may be caused to incur significant costs that could have a material adverse affect upon its financial performance.	Catalpa may lose title to, or interests in, its tenements if the conditions to which those tenements are subject are not satisfied or if insufficient funds are available to meet expenditure commitments. In the jurisdiction in which Catalpa will operate, both the conduct of operations and the steps involved in acquiring interests involve compliance with numerous procedures and formalities. It is not always possible to comply with, or obtain waivers from, all such requirements and it is not always clear whether requirements have been properly completed, or possible or practical to obtain evidence of compliance. In some cases, failure to follow such requirements or obtain relevant evidence may call into question the validity of the actions taken. Further, it is possible that tenements in which Catalpa has an interest in may be subject to a native title claim. If native title rights do exist in respect of a tenement, the ability of Catalpa to gain access to that tenement may be adversely affected.	The performance of Catalpa and the price at which its shares may trade on ASX may be impacted by a range of factors including movements in inflation, interest rates, exchange rates, general economic conditions and outlooks, changes in government, fiscal, monetary and regulatory policies, prices of commodities, global geo-political events and hostilities and acts of terrorism. Certain of these factors could affect the trading price of Catalpa Shares, regardless of operating performance. Catalpa will attempt to mitigate these factors by implementing appropriate safeguards and commercial actions but these factors are largely beyond the control of the Catalpa.	The Edna May Gold Project is substantially yet to be constructed. A construction schedule and budget has been devised, from which the funding requirements of Catalpa during the construction and commissioning periods have been estimated. Whilst contingencies have been allowed for, a delay in achieving gold production and cash flow, or an anticipated cost over run may have a materially adverse effect on Catalpa’s financial performance and Catalpa may experience liquidity difficulties.
Insurance	Title risks	General	Construction and development – Edna May

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Risk Factors
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Edna May Operations has a forward sales facility under which it has an obligation to deliver 352,317 ounces of gold for whichit will receive A$1,557.50 per ounce. The Catalpa management forecasts currently demonstrate Catalpa’s ability to deliverinto these forward sales contacts. Any delays in project construction or any production related problems that arise may result in production being deferred orbeing less than the anticipated production levels and may impact on the ability of Catalpa to meet its obligation to deliverinto these forward sales. If such an event were to eventuate, Catalpa may need to pay any negative difference between thespot price of gold and the forward price for all ounces not delivered. Further, if the gold price rises above A$1,557.50 per ounce, the price at which future production from the Edna May GoldProject has been committed under Catalpa’s forward sales facility, Catalpa will have an opportunity loss, and a liability in theevent of a shortfall in production. However, if the gold price falls below A$1,557.50 per ounce, Catalpa’s revenues from theEdna May Gold Project will be protected to the extent of such committed production. In addition, Catalpa could be exposed to loss if Macquarie Bank were to default on its obligations (for example, in the eventthat Macquarie Bank was insolvent) under the forward sales facility and the relevant spot gold price at the time was lowerthan the contracted forward rate. Catalpa has not paid a dividend in the past. The distribution policy of Catalpa will be determined by the Catalpa Directors having regard to the earnings, financial and taxation position, and capital investment requirements of the company at the time. There is a risk that financial performance of Catalpa will not be sufficient to pay a dividend in the future. Catalpa may continue to assess acquisitions that complement its existing business as part of its growth strategy. If Catalpa makes an acquisition it will be exposed to the risks commonly associated with acquisitions of companies or businesses. Theserisks include the difficulty of integrating the operations and personnel of the acquired business, the potential disruption tothe business of Catalpa and risks arising from the contracts and legal processes associated with the acquisition. Furthermore,the value of any business that Catalpa acquires or invests in may be less than the purchase price paid by Catalpa. Theconsideration payable in respect of any such acquisition may consist wholly or partly of Catalpa Shares issued to the vendors or to third parties to the acquisition, in which case the relative percentage holdings of existing shareholders will be diluted.Catalpa may seek to raise additional capital in order to fund acquisitions, or for other purposes, by new issues of CatalpaShares, which may dilute the relative percentage holdings of shareholders at the time of such issues, or through the raising ofdebt. There can be no assurance that any such equity or debt funding, if required, will be available to Catalpa on favourableterms or at all. If adequate funds are not available on acceptable terms, Catalpa may not be able to take advantage of certain growth or strategic opportunities or otherwise respond to competitive pressures Catalpa operates in a competitive marketwhich includes major gold companies. Many of these companies have greater financial strength and resources available tothem than Catalpa and, as a result, may be in a better position than Catalpa to compete for future business opportunities.
Gold hedge position Dividends Risks associated with future growth initiatives
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Risk Factors
	The price of Catalpa shares will fluctuate due to various factors including movements in the Australian equity markets, recommendations by brokers and analysts, interest rates, inflation, Australian, New Zealand and international economic conditions, changes in government, fiscal, monetary and regulatory policies, prices of commodities, global geo-political events and hostilities and acts of terrorism, investor perceptions and other factors that may effect Catalpa’s financial position and earning. In future, these factors may cause Catalpa chares to trade at a lower price.	Catalpa Shareholders are exposed to operating risks inherent to mining and exploration activities including: • metallurgical issues that may affect gold recoveries and plant performance; • unexpected adverse geological or geotechnical issues which can cause reduced gold production or increased production costs; • interruptions caused by plant breakdowns, adverse weather conditions, industrial relations issues, health and safety concerns or power outages or fuel shortages; • the failure to achieve estimated production rates and production cost estimates for a range of reasons; and • increases in the cost of supplies, raw materials and capital and operating equipment can adversely impact operating and capital costs.
	Share price volatility	General operating risks

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AI assistant

EVOLUTION MINING LIMITED — Capital/Financing Update 2010

64885_rns_2010-03-29_7d7092ac-287f-49aa-8516-6a0ff139de97.pdf

Letter to shareholders in extended jurisdictions

Yours faithfully

Leonard Math

Not for release or distribution in the United States

Not for release or distribution in the United States

Catalpa Resources Limited - Renounceable Entitlement Offer

1 for 19 Entitlement at A$1.25 per share

Oversubscription facility

Purpose and use of funds raised

Eligible Shareholders

( Eligible Shareholder ).

Rights trading

Offer document and continuous disclosure

Bruce McFadzean | Managing Director

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

Annexure

Germany

Representation

Hong Kong

Representation

Switzerland

Singapore

Representation

United Kingdom

Representations

16 March 2010

Not for release or distribution in the United States

CATALPA TO RESTRUCTURE DEBT AND UNDERTAKE A$20M EQUITY RAISING

HIGHLIGHTS

Board of Directors

Catalpa Resources Limited (ASX:CAH) the fast growing Australian gold

Senior Management

Use of funds

Transaction Details

Debt Restructure

Placement

Entitlement Offer

Indicative Entitlement Offer Timetable*

ENDS

For further enquiries contact:

Not for release in the United States

Registered Office

Stock Exchange Listing

Website

Catalpa Share Registry

Contents

Table of contents

Background to the Offer

The Offer

Purpose and use of funds raised

Details of your Entitlement

The Offer closes at 5:00pm (WST) on Friday, 16 April 2010.

Oversubscription facility

How to participate?

Further Information

Enquiries

3.1 Entitlement Offer

3.2 Consider the Entitlement Offer in light of your particular investment objectives and circumstances

3.3 Complete and return the accompanying Entitlement and Acceptance Form with your Application Monies or make payment by BPAY[]

3.4 Oversubscription facility

3.5 Rights trading

3.6 Ineligible Shareholders

3.7 Acceptance of the Entitlement Offer

Payment by BPAY

Payment by cheque, bank draft or money order

Mail

4 Important Information

The information in this booklet is important and requires your immediate attention.

1 Eligible Shareholders

2 No cooling off rights

3 Notice of nominees and custodians

4 Not investment advice

5 Taxation

5.1 Income Tax Implications

5.2 Australian Income Tax Implications for Eligible Shareholders

5.2.1 Grant of Rights

5.2.2 Rights Trading

EVOLUTION MINING LIMITED Capital/Financing Update 2010