EVOLUTION MINING LIMITED — Capital/Financing Update 2010

Mar 15, 2010

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

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

Name of entity

Catalpa Resources Limited ABN 74 084 669 036

We (the entity) give ASX the following information.

Part 1 - All issues

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

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid+securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Ordinary Shares
	Approximately 7,615,186 fully paid ordinary shares pursuant to an Entitlement Offer. The exact breakdown of fully paid ordinary shares to be issued under the Entitlement Offer is still to be finalised and is subject to the reconciliation of shareholder entitlements.
	Fully Paid

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

• 4 Do the[+] securities rank equally in all respects from the date of allotment Yes with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

$1.25 per New Share

• 5 Issue price or consideration $1.25 per New Share 6 Purpose of the issue The purpose of the Entitlement Offer (and the (If issued as consideration for the Placement) is to raise funds to be used to: acquisition of assets, clearly identify • accelerate resource definition and those assets) exploration drilling at Catalpa’s Edna May Gold Project;

• • facilitate the debt restructure with Macquarie Bank Limited; and

• • provide a working capital buffer during commissioning of Edna May.

• 7 Dates of entering[+] securities into 23 April 2010 uncertificated holdings or despatch of certificates

8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable)	Number	+Class
	After the Entitlement Offer there will be approximately 152,303,727 fully paid ordinary shares (based on the numbers of fully paid ordinary shares on issue at the date of this Appendix 3B and the maximum number of fully paid ordinary shares to be issued under the Entitlement Offer, subject to the effects of rounding). 1,915,828 5,467,864	Ordinary Shares Options exercisable at $1.045 expiring June 2010 Options exercisable at $1.10 expiring October 2011

9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	Number	+Class
	18,182 397,731 397,731 397,731 340,912 56,819 113,637 113,637 113,637 113,637 6,060,606	November 2010 – $1.15 Options December 2013 – $0.88 Options December 2013 – $1.10 Options December 2013 – $1.32 Options December 2013 – $1.54 Options December 2013 – $0.66 Options March 2014 – $0.66 Options March 2014 – $0.88 Options March 2014 – $1.10 Options March 2014 – $1.32 Options March 2014 –$0.83 Options

• 10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

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11 Is security holder approval No.
required?
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• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting	Renounceable
	1 New Share for every 19 Shares held on the Record Date.
	Ordinary.
	7pm (Sydney time) 26 March 2010
	No
	Rounded up to the nearest whole number of New Shares.
	All countries except Australia and New Zealand and other jurisdictions in which the Company has decided to make offers.
	5pm (Perth time) on Friday 16 April 2010.
	Investec Bank (Australia) Limited and Austock Securities Limited.
	Total fee of 5% of gross proceeds raised under the Entitlement Offer
	N/A
	N/A
	N/A
	N/A

26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	No prospectus has been produced. The Offer Documents will be sent on Thursday 30 March 2010.
	Tuesday 16 March 2010.
	Monday 22 March 2010.
	Friday 9 April 2010.
	By completing the “Instructions to your Stockbroker” section of the Entitlement and Acceptance Form (E&A) and forwarding it to their stockbroker with sufficient time to sell their Rights before the last day of Rights trading.
	By completing the front of the E&A as to the New Shares being accepted and forward it together with their payment to their stockbroker with sufficient time to sell their Rights before the last day of Rights trading (9 April 2010).
	A Standard Renunciation or Transfer Form (together theForm)must be used for all disposals of entitlements other than through a stockbroker. These may be obtained through a stockbroker or our share registry, Security Transfer Registrars Pty Ltd (STR). The Form must be completed by the offeree as seller and by his/her nominated buyer. The duly completed Form should then be lodged with STR by the closing date (5pm Perth time on 16 April 2010) together with the E&A and application money payable(from the buyer).
	23 April 2010.

Part 3 - Quotation of securities

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

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

• 34 Type of securities ( tick one )

• (a) Securities described in Part 1

• (b) All other securities

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

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

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

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

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought

39 Class of +securities for which quotation is sought

40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities?

If the additional securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

• (if issued upon conversion of another security, clearly identify that other security)

• Number +Class

• 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

Quotation agreement

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

• 2 We warrant the following to ASX.

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

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

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

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

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

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

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

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

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Sign here: ............................................................ Date: 16 March 2010 (Company Secretary)

Print name: Leonard Math

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