EVOLUTION MINING LIMITED — Capital/Financing Update 2011

Oct 9, 2011

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)	Options issued under the Catalpa Employee Options and Performance Rights Plan, the Catalpa Employees and Contractors Option Plan and unlisted options issued by Catalpa (Options)
	Approximately 11,324,740 unlisted options (proposed to be issued subject to the scheme of arrangement between Conquest and its shareholders proceeding and subject also to acceptance of the Majority Options Offers referred to in Catalpa’s explanatory memorandum released on 13 September 2011 and satisfaction or waiver of other applicable conditions precedent).
	The Options will be issued pursuant to the Catalpa Employee Options and Performance Rights Plan, the Catalpa Employees and Contractors Option Plan and unlisted options issued by Catalpa. The holder will be entitled to purchase 1 fully paid ordinary share in Catalpa at the corresponding exercise price for each Option prior to the correspondingexpirydate set out

below.  600,000 Options exercisable at $3.10 per Option and expiring on 26 February 2013  1,650,000 Options exercisable at $2.00 per Option and expiring on 19 October 2012  505,291 Options exercisable at $1.86 per Option and expiring on 25 November 2016  6,290 Options exercisable at $1.82 per Option and expiring on 25 November 2016  15,172 Options exercisable at $1.90 per Option and expiring on 25 November 2016  454,645 Options exercisable at $1.97 per Option and expiring on 25 November 2016  634,672 Options exercisable at $1.92 per Option and expiring on 25 November 2016  346,865 Options exercisable at $2.11 per Option and expiring on 25 November 2016  1,560,450 Options exercisable at $1.84 per Option and expiring on 25 November 2016  582,141 Options exercisable at $1.51 per Option and expiring on 25 November 2016  93,572 Options exercisable at $1.86 per Option and expiring on 25 November 2015  1,165 Options exercisable at $1.82 per Option and expiring on 25 November 2015  2,810 Options exercisable at $1.90 per Option and expiring on 25 November 2015  84,194 Options exercisable at $1.97 per Option and expiring on 25 November 2015  117,532 Options exercisable at $1.92 per Option and expiring on 25 November 2015  64,234 Options exercisable at $2.11 per Option and expiring on 25 November 2015  400,084 Options exercisable at $1.84 per Option and expiring on 25 November 2015  107,804 Options exercisable at $1.51 per Option and expiring on 25 November 2015  1,215,000 Options exercisable at $1.27 per Option and expiring on 1 June 2015  315,000 Options exercisable at $1.40 per Option and expiring on 6 October 2015  600,000 Options exercisable at $1.84 per Option and expiring on 25 November 2016  735,000 Options exercisable at $2.13 per Option and expiring on 25 November 2015  555,000 Options exercisable at $1.88 per Option and expiring on 1 April 2016  262,691 Options exercisable at $2.11 per Option and expiring 5 years after they are granted  415,128 Options exercisable at $2.45 per

• See chapter 19 for defined terms.

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Option and expiring 5 years after they are granted Do the[[+]] securities rank equally in all No, an Option confers no right to vote, attend respects from the date of allotment meetings of Catalpa, participate in any profit or +with an existing securities? with an existing securities? securities?[[+]] class of quoted return of capital by Catalpa or other participating rights or entitlements on the holder. However, the ordinary shares acquired If the additional securities do not upon exercise of the Options will rank equally rank equally, please state:  the date from which they do with all existing ordinary shares from the date of the issue.  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 Issue price or consideration The Options are to be issued to replace existing options over Conquest Mining Limited ( Conquest ) shares. Purpose of the issue The Options are to be issued to replace existing (If issued as consideration for the options over Conquest shares.

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

• 5 Issue price or consideration

• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

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

Expected to be 16 November 2011.

• 8 Number and +class of all +securities quoted on ASX ( including the securities in clause 2 if applicable)

• 9 Number and +class of all +securities not quoted on ASX ( including the securities in clause 2 if applicable)

Number	+Class
Approximately 588,695,261 4,974,315	Ordinary fully paid shares Options exercisable at $1.10 expiring October 2011
Number	+Class
375,004 375,004 397,731 340,912 56,819 113,637 113,637 113,637	December 2013 - $0.867 December 2013 - $1.087 December 2013 - $1.307 December 2013 - $1.527 December 2013 - $0.647 March 2014 - $0.647 March 2014 - $0.867 March 2014 -$1.087

113,637 6,060,606 679,000 600,000 1,650,000 505,291 6,290 15,172 454,645 634,672 346,865 1,560,450 582,141 93,572 1,165 2,810 84,194 117,532 64,234 400,084 107,804 1,215,000 315,000 600,000 735,000 555,000 262,691 415,128

March 2014 - $1.307 March 2014 - $0.83 June 2015 - $1.69 26 February 2013 - $3.10 19 October 2012 - $2.00 25 November 2016 - $1.86 25 November 2016 - $1.82 25 November 2016 - $1.90 25 November 2016 - $1.97 25 November 2016 - $1.92 25 November 2016 - $2.11 25 November 2016 - $1.84 25 November 2016 - $1.51 25 November 2015 - $1.86 25 November 2015 - $1.82 25 November 2015 - $1.90 25 November 2015 - $1.97 25 November 2015 - $1.92 25 November 2015 - $2.11 25 November 2015 - $1.84 25 November 2015 - $1.51 1 June 2015 - $1.27 6 October 2015 - $1.40 25 November 2016 - $1.84 25 November 2015 - $2.13 1 April 2016 - $1.88 5 years after they are granted - $2.11 5 years after they are granted - $2.45

10 Dividend policy (in the case of a Not applicable. trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

Part 2 - Bonus issue or	pro rata issue
11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

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

Part 3 - Quotation of securities

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

34 Type of securities ( tick one ) (a)[Securities described in Part 1 ] (b)[All other securities ]

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35		If the+securities are+equity securities, the names of the 20 largest holders of the additional+securities, and the number and percentage of additional+securities held by
		those holders
36		If the+securities are+equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories
		1 - 1,000
		1,001 - 5,000
		5,001 - 10,000
		10,001 - 100,000
		100,001 and over

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

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 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.

Sign here: (Company Secretary)

Date: 10 October 2011

Print name: Erik Palmbachs

== == == == ==

• See chapter 19 for defined terms.

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