EVOLUTION MINING LIMITED - Investor Presentation 2009

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25 May 2009

Attn: Matthew Foy ASX Ltd Level 8 Exchange Plaza 2 The Esplanade Perth WA 6000

Dear Matthew,

REVISED INVESTOR PRESENTATION MERGER

Please find the Revised Investor Presentation Merger attached with amendments made on page 3 and 15 of the presentation lodged with ASX on the 24 June 2009.

Yours sincerely CATALPA RESOURCES LTD

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GRAHAM ANDERSON Company Secretary

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CATALPA RESOURCES Investor Briefing Merger with Lion Selection June 2009

Financial Adviser

DISCLAIMER

Presentation (in this projected form and as verbally presented) is provided on the basis that none of the Company nor its respective officers, shareholders, related bodies corporate, partners, affiliates, employees, representatives and advisers make any representation or warranty (express or implied) as to the accuracy, reliability, relevance or completeness of the material contained in the Presentation and nothing contained in the Presentation is, or may be relied upon as, a promise, representation or warranty, whether as to the past or the future. The Company hereby excludes all warranties that can be excluded by law. The Presentation contains prospective financial material which is predictive in nature and may be affected by inaccurate assumptions or by known or unknown risks and uncertainties, and may differ materially from results ultimately achieved.

The Presentation contains "forward-looking statements". All statements other than those of historical facts included in the Presentation are forward-looking statements including, without limitation, (i) estimates of future earnings, and the sensitivity of earnings to the gold and other metals prices; (ii) estimates of future gold and other metals production and sales; (iii) estimates of future cash costs; (iv) estimates of future cash flows, and the sensitivity of cash flows to gold and other metals prices; (v) estimates of future capital expenditures; and (vi) estimates of reserves, and statements regarding future exploration results and the replacement of reserves.

Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements. Such risks include, but are not limited to, gold and other metals price volatility, currency fluctuations, increased production costs and variances in ore grade or recovery rates from those assumed in mining plans, as well as political and operational risks and governmental regulation and judicial outcomes. The Company does not undertake any obligation to release publicly any revisions to any "forward-looking statement" to reflect events or circumstances after the date of the Presentation, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. All persons should consider seeking appropriate professional advice in reviewing the Presentation and all other information with respect to the Company and evaluating the business, financial performance and operations of the Company. Neither the provision of the Presentation nor any information contained in the Presentation or subsequently communicated to any person in connection with the Presentation is, or should be taken as, constituting the giving of investment advice to any person.

Transaction Summary

Catalpa Resources (Catalpa) and Lion Selection (Lion) have agreed terms to merge and create a pure play mid-tier Australian gold producer

The transaction will be implemented via:

A Scheme of Arrangement (Scheme) of Lion shareholders. Under the Scheme Lion shareholders will receive one Catalpa share for each Lion share they hold (post Catalpa undertaking a 1 for 11 share consolidation); and
Lion undertaking a demerger of its non-gold investment assets and providing a 10c per share capital return to its shareholders

The merger terms are based on a valuation ratio of Catalpa to 30% Cracow of 4.1 to 1

Following the transaction, Catalpa’s assets will include:

100% of Edna May Project (1st gold pour expected 2Q10, expected production of 100k Oz Gold per annum)
30% of the Cracow Gold Mine[(1)] (producing 30k ounce Gold per annum)[(2)]
Reserve of ~870k oz gold[(3)]
Pre-emptive right over balance of Cracow
A strong cash balance

The transaction is unanimously recommended by the boards of both Catalpa and Lion[(4)]

(1) Represented by 30% interest in the Cracow Gold Mine JV with Newcrest Mining
(2) Cracow total production is circa 100k Oz Gold per annum
(3) Includes 100% of Edna May and 30% share of Cracow

(4) As Barry Sullivan is a director of both Lion and Catalpa, he has refrained from commenting on the transaction

Benefits to Catalpa Shareholders

Catalpa shareholders will hold shares in a company with the following key attributes:

A mid-tier Australian gold producer with diversified operations and immediate production Focused and well funded

Experienced Board and management team

Significant increase in size and scale of operations

Resources increases from 1.5m oz to 1.7m ounces gold
Reserves increases from 817,000 oz to 870,000 ounces gold
Combined production of 130,000+ ounces gold pa (once Edna May is at full production)

Two significant assets:

the Edna May Gold Project in Western Australia which, when commissioned in mid 2010, is planned to produce at a rate in excess of 100,000 oz per annum with an estimated life of mine cash operating cost of $636/oz (pre-royalty), a current mine life of around 8 years and 352,317 ounces sold forward at a fixed flat price of A$1,544/oz; and
30% joint venture interest in Cracow Gold Mine in Queensland with a share of current production of around 30,000 oz per annum at a cash cost of A$500 to A$530/oz

Both mines have significant potential to add additional resources and reserves through near mine exploration success

Pre-emptive right over Newcrest’s 70% interest in the Cracow Gold Mine

Removes Lion’s controlling shareholding with the largest shareholder post merger holding 6.5% of Catalpa*
Based on 144.7m Catalpa shares on issue post completion of the transaction

Favourable Valuation Metrics

Catalpa represents good value relative to its peer group offering strong potential for re-rating

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EV/Resource(1)
EV/Reserve (1)
400
900
350
800
300
700
Weighted average
250
EV/ Reserve Oz 600
200 500 Weighted average
EV/ Reserve Oz
150 Re-rating potential 400
300
100 200 Re-rating potential
50
100
0 0
Dominion Avoca Sino Gold Kingsgate St Barbara Catalpa Catalpa Resolute Avoca Dominion Kingsgate Sino Gold Resolute St Catalpa Catalpa
(post merger) Barbara (post merger)
Catalpa production estimate compared to
selected 2008/9 [(2)] Australian gold producers
350
300
250
200
150
100
50
0
Resolute St Barbara Sino Catalpa Dominion Catalpa Avoca Kingsgate
M arket Cap
(A$m) 220.2 388.4 1552.6 (post merger) 467.6 103.1 393.7 596.0
23/6/9
EV$/Reserve Oz
EV$/Reserve Oz
'000 Oz Au
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(1) Calculated based on proposed merger ratio and before any re-rating post announcement of the merger

(2) Production figures are total of previous 4 quarters per Company announcements

Diversified Australian Mid Tier Gold Producer

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Edna May 100% Cracow 30%(1)
Type Open Pit Type Underground
Annual Production
Annual Production 100k oz [(a)]
- 100% 107k oz [(2)]
Reserve 817k oz - 30% 31k oz [(2)]
Resource 1.5m oz Reserve
- 100% 176k oz [(3)]
Cash Cost (pre royalty) $636/oz
- 30% 53k oz [(3) ]
Expected cash flow $75m pa [(b)] Resource
Hedging: - 100% 704k oz [(3)]
- 30% 211k oz [(3)]
352,317 Oz Gold at $1,544/Oz
Cash Cost $<600/oz [(4)]
Cairns
Unhedged
(a) In construction, 1st gold pour 2Q10 (1) Cracow is 70% owned and operated by Newcrest Mining
(b) based on $1400/oz gold price post royalty (2) 07/08 figures taken from Lion Selection Annual Report 2008
(3) Lion Selection Limited Annual Report 2008
(4) Based on Lion’s last 4 quarterly reports
Brisbane
Kalgoorlie
Perth
Sydney
5
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Evolution of Catalpa to a Mid-tier Gold Producer

Implied post merger market capitalisation

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A$Millions merger market
200 capitalisation
180
160
9
140
120
8
100
80
60 7
40 3
1 2 4 5 6
20
-
Market Cap
# Date Event
(A$m)
1 20 August 2002 16 ASX listing
2 28 October 2005 25 Gold price prevents development of a larger Westonia open pit mine
3 23 August 2007 24 Re-commencement of exploration activities
4 16 May 2008 26 Bruce McFadzean appointed Managing Director
5 3 September 2008 15 Rebranding to Catalpa Resources
6 14 January 2009 19 Positive feasibility study results
7 31 March 2009 83 $38.9m equity raising and debt financing to fully fund Edna May to production
8 26 May 2009 105 Mining approval for Edna May obtained
9 24 June 2009 Merger with Lion announced
Aug-02Dec-02Apr-03Aug-03Dec-03 Apr-04Aug-04Dec-04Apr-05Aug-05Dec-05Apr-06Aug-06Dec-06 Apr-07Aug-07Dec-07 Apr-08Aug-08Dec-08Apr-09
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Edna May Upside from Feasibility Study

Reduced capital

Reduced operating costs

Greenfinch Open Pit

Reserve in April 2009
Further drilling to west 2009
Further drilling at depth 2009/10

Edna May Open Pit

Final pit re-optimised at higher gold price June quarter 2009
Further drilling below FS pit in 2009

Underground opportunity

Continued geological review of underground mineralisation
Plan for further drilling 2010/11

Conclusion

Growth of Reserves in 2009 & 2010
Improved Feasibility Study production profile from 2010

Edna May Gold Project Reserve Growth Potential

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2009/12 Reserve Growth Path
2008/09 Reserve
Growth Path 50%
Planned Ore Reserve growth to 1.25M ounces
Reserve growth projected to twice Edna May’s historical production of 630,000 ounces
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Cracow - Proven, Unhedged Producing Mine

Snapshot

30% - Joint Venture with Newcrest - 70% and operator
100koz pa produced over last 3 years, field endowment in excess of 2Moz

Exploration story – new structures and extensions of structures

South-West Queensland, well located for access to workforce (FIFO Gold Coast, Brisbane or Sunshine Coast) and infrastructure (coal producing region)

	Mining	Statistics	Statistics
Historic Production		Period	Ounces
Underground Phase		1932-76	650,000
Open Pit	Phase	1984-92	200,000
Modern Production	Tonnes (t)	Grade (g/t)	Ounces (oz)	Cash cost ($/oz)
2005	142,565	9.68	36,934	351
2006	322,380	11.57	111,003	290
2007	376,258	10.11	116,683	322
2008	432,117	8.65	107,393	454
2009 (to April)	471,023	7.3	77,930	548
Total			1,299,943

Processing

400,000t pa capacity Carbon in Leach Recoveries >92% Refurbished in 2004

Cracow Has Proven Resource Growth and Exploration Success

Resource Growth – Kilkenny Structure

200,000oz Resource
Developing to drill out and develop
Drilling intersected new shoot to the south
Fertility of structure – comparison with known structures to the east

Historic Exploration Success

Exploration effort has focussed on Kilkenny, which now has 200,000oz resource
Efforts can now focus on more regional targets

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2005 – Discovered
2009
1995 – Newcrest and 2001 – Discovered 2002 – Kilkenny Structure Encouragement along strike
Sedimentary form 70/30 Discovered
Sovereign, 2008 Kilkenny (south) of
JV to explore Cracow Field Crown Shoot Empire & Resource Kilkenny
targeting epithermal 1999 – Phoenix (200,000oz Resource – New
mineralisation Discovered Structures inferred) Shoot ??
Royal Shoot
1932-92: Sporadic
1931 – Payable gold discovery and production
1875 – First Gold
discovered (Golden of 850koz, mainly from
Discovered
Plateau) Golden Plateau
10
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Cracow has Significant Exploration Potential

Cracow Exploration – 2009/10 program has three themes

Extensional targets / investigation of known structures (circled)

Southern extension of Kilkenny & Royal structures

Linking structures in dilation zones.

•Main structures all appear to offset along a NE trend

•Where this occurs, deposits form in the dilation zone

•EG Golden Plateau, Royal and Crown – ~800koz each

•Does this occur on the Kilkenny structure ?

In addition, further drilling for resources on the Kilkenny structure

Kilkenny & Royal structures under cover to the south of the field. Encouraging mapping and geophysics. Golden Plateau – historically assessed and mined. Potential for similar structures within the dilation zone – never tested.

Killarney – a new structure ? (splays off Kilkenny) Numerous targets on known, fertile structures – infill and extension Discovery of one more “Kilkenny” ( 200koz inferred resource) might convert into 1-2 more years of mine life

Catalpa Structure (Post Merger)

Capital Structure* Ordinary Shares 144.7m % held by: - Lion shareholders 60.9% - Existing Catalpa 39.1% shareholders Options 13.5m

Post a 1 for 11 share consolidation
Lion will include its 11.7m (129.3m pre consolidation) Catalpa options under the scheme
Catalpa shares and options previously held by Lion will be cancelled within 12 months, subject to Catalpa shareholder approval

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Lion shareholders Catalpa shareholders
100%
60.9% [(2)] 39.1%
Lion
Investments [(1)]
CATALPA
(post merger)
100% 30% ~A$40m
Cracow [(3)] Cracow
Edna May Cash
(JV) Pre-emptive
• 100koz+ production • 31koz production
• Reserves 817k oz • Reserves 53k oz
• Resource 1.5m oz • Resource 211k oz
• 1 [st] gold pour mid 2010 • Operating
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(1) To be listed on the National Stock Exchange (NSX)

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(2) To be ~57.0% on a fully diluted basis
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(3) Figures for 30% interest

Catalpa Shareholding (Post Merger)[*]

Post the proposed Merger, Catalpa Resources’ largest shareholder will hold approximately 6.5%

		Catalpa (Current)
Rank	Name / Company Name		% Holding
1	Lion Selection		46.9%


Rank	Name / Company Name	% Holding
1	Carrousel Capital Limited	11.5%
2	Select Asset Management Limited	8.6%
3	Laxey Partners Limited	8.1%

	Catalpa (Post Merger)
Rank	Name / Company Name	% Holding
1	Carrousel Capital Limited	6.5%
2	Select Asset Management Limited	4.9%
3	Laxey Partners Limited	4.6%

Based on 144.7m Catalpa shares on issue post completion of the transaction and information provided in substantial shareholder notices lodged with the ASX

A Strong and Experienced Board

The board of Catalpa post the transaction will comprise

PETER MALONEY, Non-Executive Chairman

Peter Maloney has broad commercial, finance and management expertise and experience. In a long career with WMC Resources, he held the positions of Treasurer, Executive Vice President Americas, and Manager Commercial and Marketing – WA. He has also been Executive General Manager, Finance at Santos and Chief Financial Officer at FH Faulding. Peter has managed varied debt and equity financings, mergers, takeovers, acquisitions, divestments, joint venture negotiations, commodity sale agreements, commodity and currency hedging programs, gold and nickel sales, and has been involved in a number of IPOs.

BRUCE MCFADZEAN, Managing Director

Mr McFadzean, 51, a mining engineer, brings over 30 years of management, mining, processing and project "start up" experience to the organisation, half of which was gained in the employ of global resources brands, Rio Tinto and BHP Billiton. Mr McFadzean has broad commodity experience in gold, iron ore, diamonds and nickel/cobalt and in a wide range of roles including corporate, managerial, technical and operational. Mr McFadzean is a non-executive director of Venture Minerals Limited.

BARRY SULLIVAN, Non-Executive Director

Mr. Sullivan is an experienced and successful mining engineer with a career spanning 40 years. His initial mining experience was gained in the South African gold mining industry, followed by more than 20 years with Mount Isa Mines. In the final 5 years of his tenure with MIM, Mr Sullivan was Executive General Manager responsible for the extensive Mount Isa and Hilton operations. More recently, Mr Sullivan has been working with a number of smaller exploration and mining companies.

JOHN ROWE, Non-Executive Director

John Rowe brings a wealth of geological and business development skills to the Company. Mr Rowe has 35 years experience within the Nickel and Gold industries of Western Australia. He has held a variety of positions in mine management, exploration and business development and was previously employed as an executive of Lion Ore in Australia.

MURRAY POLLOCK , Non-Executive Director

Murray Pollock is a businessman with 40 years experience within the mineral resource sector, principally in drilling. Mr Pollock is a drilling and mine management services consultant for several companies.

GRAHAM FREESTONE, Non Executive Director

Graham Freestone has over 30 years experience in the finance and natural resources industry in Australia and internationally. He has a broad based finance, corporate and commercial background obtained from various senior finance positions with the Shell Group, Acacia Resources and AngloGold.

Graham was comprehensively involved in the float of the Shell Group’s mineral interests through Acacia Resources Limited.

Existing Catalpa management remains in place

Merger Implementation

Lion and Catalpa have entered into a Merger Implementation Agreement (MIA) under which Lion and Catalpa have agreed to certain undertakings and arrangements to facilitate the implementation of the merger

The demerger of Lion Investments will be affected through a capital reduction or other lawful mechanism and the merger with Catalpa will be implemented by a Scheme between Lion and its shareholders

A Scheme Booklet setting out details in relation to the terms of the merger, an Independent Expert’s Report and the reasons for Lion’s Directors’ recommendation is expected to be sent to all Lion shareholders around mid August 2009

In addition to the scheme meeting Lion will convene a shareholders meeting to approve the demerger of Lion Investments and the cash distribution

Lion will seek relief from the Australian Tax Office in relation to the demerger of Lion Investments

Lion is relinquishing its existing shareholding and optionholding in Catalpa as part of the transaction. Catalpa intends to cancel these shares and options following completion of the merger subject to Catalpa shareholder approval.

Catalpa will convene a shareholder meeting to approve the share consolidation and the merger. The meeting will be held at the same time as the Scheme meeting, expected to be held in early to mid September 2009 The Scheme is unanimously recommended by the board of Lion and in the absence of a superior proposal, each director of Lion intends to vote their Lion Shares in favour of the scheme

The Catalpa share consolidation and merger resolution are unanimously recommended by board of Catalpa and in the absence of a superior proposal, each director of Catalpa intends to vote their Catalpa Shares in favour of the resolutions

Conditions

The proposed transaction is subject to a number of conditions including:

Lion Demerger

Lion shareholder approval
Finalisation of demerger documentation
3rd party consents
ATO ruling
Termination of Lion Manager agreement
Approval granted to list Lion Investments on the NSX

Lion Scheme

Independent Expert’s Report concludes that the Scheme is in the best interest of Lion Shareholders
Lion shareholder approval
Court approval
Lion demerger is completed
Completion of due diligence by both Catalpa and Lion by 8 July 2009
Catalpa finalising documentation relating to the Macquarie financing facilities by 8 July 2009
No prescribed events or events which have material adverse effect

Catalpa shareholder meeting

Catalpa shareholder approval of the share consolidation and the merger
Meeting will be held on day of Lion Scheme meeting
Approval will be conditional upon the Lion Scheme and Demerger proceeding

Detailed conditions are set out in the Joint ASX Announcement released on 24 June 2009

Indicative Timing

Timing

–	Transaction announced	24 June 2009
–	Due diligence condition satisfied	by 8 July 2009
–	1st court hearing	Late July 2009
–	Lion Scheme booklet lodged with ASIC	Mid August 2009
–	Scheme booklet dispatched	Mid August 2009
–	Shareholder meetings	Early to Mid September 2009.
		Catalpa and Lion shareholder meetings
		to be held at the same time
–	2nd court hearing	Mid September 2009
–	Expected day of completion	Early October 2009

*All dates subject to change and conditional upon Lion obtaining an ATO ruling in relation to the Lion demerger

Contacts

For further enquiries contact:

Bruce McFadzean Managing Director Catalpa Resources Limited Ph +61 8 9321 3088

Q & A

LOCAL ACCESS NUMBERS

Any questions? Conference calls arranged for:

2:30pm AEST, Wednesday 24 June 2009

6:00pm AEST, Wednesday 24 June 2009

To participate, please call in on one of the numbers listed and enter the following participant code: 257 480 66

Australia (Sydney): 82239380 - Australia (Melbourne): 86237216 - Hong Kong: 30021675 - Japan (Tokyo): 35708285 - Korea (Seoul): 34831005 - Malaysia (Kuala Lumpur): 77124377 - New Zealand (Auckland): 912 1113 - Singapore: 68232167
Taiwan (Taipei): 21924514 - UK (London): 02073654165 - US (New York): 7183541183 - US (San Jose): 4089616560 - International: +852 30021675

TOLL FREE ACCESS NUMBERS

Australia: 1800 157 000 - Canada: 888 830 9561
China(1): 10800 852 1039 - India: 000 800 440 1048 - Indonesia: 001 803 852 9330 - Japan: 0120 350863 - Korea: 00798 8521 9331 - Malaysia: 1 800 88 3897 - New Zealand: 0800 447 965
Taiwan: 00801 855 924 - Thailand: 0018004410355 - UK: 0800 085 5171 - USA: 888 830 9551

Competent Person Statement

The reported Edna May Mineral Resource has been compiled by Mr Nic Johnson. Mr Johnson is a Member of the Australian Institute of Mining and Metallurgy and an employee of Hellman & Schofield Pty Ltd. He has sufficient experience, relevant to the style of mineralisation and type of deposit under consideration and to the activity he is undertaking, to qualify as a Competent Person as defined in the ‘Australasian Code for Reporting of Mineral Resources and Ore Reserves’ of December 2004 (“JORC Code”) as prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists and the Minerals Council of Australia. Mr Johnsons gives Catalpa Resources Limited consent to use this estimate in reports.

The reported Edna May Ore Reserves have been compiled by Mr Harry Warries. Mr Warries is a Member of the Australian Institute of Mining and Metallurgy and an employee of Coffey Mining Pty Ltd. He has sufficient experience, relevant to the style of mineralisation and type of deposit under consideration and to the activity he is undertaking, to qualify as a Competent Person as defined in the ‘Australasian Code for Reporting of Mineral Resources and Ore Reserves’ of December 2004 (“JORC Code”) as prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists and the Minerals Council of Australia. Mr Warries gives Catalpa Resources Limited consent to use this estimate in reports.

Information that relates to Mineral Resources and Ore Reserves at Cracow are based on information compiled by Mr A. Pelliccia from relevant Lion Selection Ltd company reports and announcements. Mr Pelliccia is a Member of the Australasian Institute of Mining and Metallurgy and a full-time employee of Catalpa Resources Ltd. Mr Pelliccia has sufficient experience which is relevant to this style of mineralisation and 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” (The JORC Code). Mr Pelliccia consents to the inclusion in the report of the matters based on their information in the form and context in which it appears.