EVOLUTION MINING LIMITED — Capital/Financing Update 2010

Mar 15, 2010

Catalpa Resources Limited Growth to Mid Tier Producer Debt Restructure and Equity Raising March 2010

Not for release or distribution in the United States

Disclaimer

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."

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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

Not for release or distribution in the United States

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Current Structure – Catalpa set for growth

Catalpa Resources Limited (CAH)

Edna May Operations Pty Ltd (100%)

Cracow Joint Cracow PreVenture (30%) emptive Right

Target Acquisition

• 100k oz/yr production[(1)]

• Reserves 954k oz

• Resource 1.66M oz

• 1st gold pour Q2 2010

• 30k oz/yr production (30%)

• Reserves 70k oz ( 30% )

• Resource 250k oz (30%)

• Operating mine

Targeting to grow production towards 270,000 recovered gold ounces per year

• 9 year mine life • ~6 year mine life

Market Cap[(2)] A$215million Shares 145 million Options 16 million Largest shareholder ~6.0% Avg annual cash operating margin[(1)] ~A$80 million

• (1) When Edna May is at full production

• (2) As at ASX market close 10 March 2010

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A Diversified Australian Mid Tier Gold Producer

(1)

==> picture [675 x 427] intentionally omitted <==

----- Start of picture text -----

Edna May 100% Cracow 30% [(1)]
Type Open Pit Type Underground
Annual Production
Annual Production 100k oz [(a)]
- 100% 100k oz
Processing Capacity 2.8 Mtpa -
30% 31k oz [(2)]
Reserve 954k oz Process Capacity 0.44 Mtpa
Reserve
Resource 1.66m oz
- 30% 70k oz [(3) ]
Cash Cost (pre royalty) A$636/oz
Resource
Annual avg cash operating margin A$72m pa [(b)] - 100% 840k oz [(3)]
-
30% 250k oz [(3)]
Hedging:
Cash Cost A$<600/oz [(4)]
352,317 oz @ A$1,557.5/oz
Unhedged
(a) In construction, 1st gold pour 2Q10 (1) Cracow is 70% owned and operated by NCM
(b) Based on A$1383/oz gold price post royalty Cairns (2) figures taken from NCM Annual Report 2009
(3) LST Scheme Booklet, 12 October 2009
(4) Based on NCM reports
Brisbane
Kalgoorlie
Perth
Sydney
----- End of picture text -----

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Why Invest in Catalpa? An Australian gold producer – 2[nd] project producing in May 2010 High operating margins Significant exploration upside at both Edna May and Cracow Attractive valuation metrics Strong cash flows to support growth from Edna May, Cracow & beyond

Recent Developments Positive drilling results at Golden Point Edna May ahead of schedule and within budget

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Capital Raising Overview

	Number of Shares (in millions)	Offer price (A$)	Proceeds (A$ in millions)
Placement Entitlement Offer	7.6 8.0	1.32 1.25	10.0 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

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Sources and Uses

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

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

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Pro Forma Capital Structure

Current Position	Current Position		Post Debt Restructure and Equity Raising	Post Debt Restructure and Equity Raising
Senior Debt Mezzanine Debt Total Debt Cash1 Shares on issue	A$55m A$10m A$65m A$4.2m 144.7m		Senior Debt Mezzanine Debt Total Debt Cash2 Shares on issue	A$65m - A$65m A$22.9m 160.8m

Notes:

• 1 As at 31 December 2009

• 2 Pro forma 31 December 2009 adjusted for net funds received under the Placement and Entitlement Offer

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Offer Timetable

Rights trading commences	Monday 22 March 2010
Record date for determining entitlement to New Shares	7.00pm (Sydney time) Friday 26 March 2010
Entitlement Offer opens	Tuesday 30 March 2010
Rights trading ends	Friday 9 April 2010
Securities quoted on a deferred settlement basis	Monday 12 April 2010
Entitlement Offer closes	5pm Friday 16 April 2010
Settlement and allotment of New Shares under the Entitlement Offer Deferred settlement trading ends	Friday 23 April 2010
Normal trading commences in New Shares issued under the Entitlement Offer (T + 3 basis)	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.

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Risk Factors

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.

Commodity price risk	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.
Exchange rate and currency risk	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.
Reliance on key personnel	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.

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Risk Factors

Litigation	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.
Joint ventures	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 costs estimates	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, feasibilitystudies, prior operatingexperience,anticipated future conditions as well as other factors,and as such maynot 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.
Estimates of Reserves and Resources	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.

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Risk Factors

Exploration risk	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.
Environmental	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 lti f ti iti i i t 1996 f l d ithi th C E l ti J i t V t ’ d i t d resu ng rom ac v es occurr ng pr or o on areas o an w n e racow xp ora on o n en ure s es gna e 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.
Government regulations	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.

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Risk Factors

Insurance	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.
Title risks	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.
General	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.
Construction and development – Edna May	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.

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Risk Factors

Gold hedge position	Edna May Operations has a forward sales facility under which it has an obligation to deliver 352,317 ounces of gold for which it will receive A$1,557.50 per ounce. The Catalpa management forecasts currently demonstrate Catalpa’s ability to deliver into these forward sales contacts. Any delays in project construction or any production related problems that arise may result in production being deferred or being less than the anticipated production levels and may impact on the ability of Catalpa to meet its obligation to deliver into these forward sales. If such an event were to eventuate, Catalpa may need to pay any negative difference between the spot 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 Gold Project has been committed under Catalpa’s forward sales facility, Catalpa will have an opportunity loss, and a liability in the event of a shortfall in production. However, if the gold price falls below A$1,557.50 per ounce, Catalpa’s revenues from the Edna 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 event that Macquarie Bank was insolvent) under the forward sales facility and the relevant spot gold price at the time was lower than the contracted forward rate.
Dividends	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.
Risks associated with future growth initiatives	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. These risks include the difficulty of integrating the operations and personnel of the acquired business, the potential disruption to the 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. The consideration 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 Catalpa Shares, which may dilute the relative percentage holdings of shareholders at the time of such issues, or through the raising of debt. There can be no assurance that any such equity or debt funding, if required, will be available to Catalpa on favourable terms 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 market which includes major gold companies. Many of these companies have greater financial strength and resources available to them than Catalpa and, as a result, may be in a better position than Catalpa to compete for future business opportunities.

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Risk Factors

Share price volatility

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.

General operating risks

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 .

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Foreign Selling Restrictions

This document does not constitute an offer of securities in any jurisdiction in which it would be unlawful. No action has been taken to permit a general public offer in any jurisdiction.

European Economic Area – Germany

The information in this document 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 or 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.

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.

This document does not constitute a public offering prospectus within the meaning of article 652a CO and may not comply with the information standards required thereunder. Catalpa 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 this document does not necessarily comply with the information standards set out in the listing rules of the SIX Swiss Exchange. This document is personal to the recipient only and not for general circulation in Switzerland.

New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand). The New Shares in the entitlement offer are not being offered or sold to the public in New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).

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Foreign Selling Restrictions (cont’d)

Hong Kong

WARNING: This document has 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 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 this document or to permit the distribution of this 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:

• to "professional investors" (as defined in the SFO); or

• in other circumstances that do not result in this document 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 this document 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 this document, you should obtain independent professional advice.

Singapore

This document 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, this document 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.

This document has 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 this document immediately. You may not forward or circulate this document 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.

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Foreign Selling Restrictions (cont’d)

United States

This document has been prepared for publication in Australia and may not be released or distributed 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.

United Kingdom

Neither the information in this document 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. This document is issued on a confidential basis to "qualified investors“ (within the meaning of section 86(7) of FSMA) . This document 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, this document is being distributed only to, and is directed at, persons (i) 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 this document relates 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 this document or any of its contents.

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.

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Not for release or distribution in the United States

COMPETENT PERSONS

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

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

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

The reported Cracow Mineral Resource and Ore Reserve are based on a Competent Persons Statement provided by Newcrest Mining Limited on behalf of the Cracow Gold Joint Venture. Cracow is an unincorporated joint venture between Catalpa (30%) and Newcrest (70%). Further details on CGJV Mineral Resources and Ore Reserves are available on the Newcrest website www.newcrest.com.au

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Not for release or distribution in the United States