EVOLUTION MINING LIMITED — Investor Presentation 2011

May 12, 2011

St Barbara Limited ACN 009 165 066

Level 14, 90 Collins Street, Melbourne VIC 3000 Locked Bag 9, Collins Street East, Melbourne VIC 8003 Tel +61 3 8660 1900 Fax +61 3 8660 1999

www.stbarbara.com.au

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Presentation on

Merger Proposal with Catalpa

Attached is a copy of a presentation by Tim Lehany, Managing Director and CEO, to investors and analysts regarding the merger proposal with Catalpa.

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Ross Kennedy Executive General Manager Corporate Services, and Company Secretary 13 May, 2011

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Merger Pro osal with p Catalpa

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13 Ma y 2011
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1
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Disclaimer

This presentation has been prepared by St Barbara Limited (St Barbara).

The material contained in this presentation is for information purposes only. This presentation is not an offer or invitation for subscription or purchase of, or a recommendation in relation to, securities in St Barbara or Catalpa or any potential combination of St Barbara and Catalpa. Nothing contained in this presentation shall be construed as forming the basis of any contract or commitment .

This presentation is not financial product or investment advice. It does not take into account the investment objectives, financial situation and particular needs of any investor. Before making an investment in St Barbara, Catalpa or any potential combination of St Barbara and Catalpa, an investor or prospective investor should consider whether such an investment is appropriate to their particular investment needs, objectives and financial circumstances, seek legal and taxation advice as appropriate and consult a financial adviser if necessary.

This presentation may contain forward‐looking statements that are subject to risk factors associated with exploring for , developing , mining , processing and sale of gold. Forward‐looking statements include those containing such words as "anticipate", "estimates", "forecasts", "should", "could", "may", "intends", "will", "expects", "plans" or similar expressions. 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 St Barbara. It is believed that the expectations reflected in these statements are reasonable but they may be affected by a range of variables and changes in underlying assumptions which could cause actual results or trends to differ materially.

Thi s presentat on as een prepare i h b d y t ar b S B b ara ase b d on n i f ormat on ava i il a bl e to t an i d as not een n h b i d epen d ent y ver l ifi e d . N o representat on or i warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in this presentation. To the maximum extent permitted by law, none of St Barbara or its subsidiaries or affiliates or the directors, employees, agents, representatives or advisers of any such party, nor any other person accepts any liability for any loss arising from the use of this presentation or its contents or otherwise arising in connection with it, including without limitation, any liability arising from fault or negligence on the part of St Barbara or its subsidiaries or affiliates or the directors, employees, agents, representatives or advisers of any such party.

Information, including prospective financial information, in this presentation is not a recommendation in relation to holding, purchasing or selling securities in St Barbara, Catalpa or any potential combination of St Barbara and Catalpa. Nothing in this document is a promise or representation as to the future. Actual results may vary from the information in this presentation and any variation may be material. Prospective information by its very nature is subject to uncertainty and contingencies, many of which are outside the control of St Barbara. Past performance is not an indication of future performance. Statements or assumptions in this presentation as to future matters may prove to be incorrect and any differences may be material. St Barbara does not make any representation or warranty as to the accuracy of such statements or assumptions.

St Barbara estimates its ore reserves and mineral resources in accordance with The Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves 2004 Edition (JORC Code), which governs such disclosures by companies listed on the Australian Securities Exchange.

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Proposal to Create a

Leading Australian Mid‐Tier Gold Company

• St Barbara announced today that it has made a proposal to merge with Catalpa Resources Limited (“Catalpa”) to create a leading Australian mid‐tier gold company

• Value enhancing transaction for both St Barbara and Catalpa shareholders

• Combination delivers an enhanced platform of scale, diversity and capability to cont nue to grow t i h e com bi ne d operat ons, as we i ll as nanc a strengt fi i l h to nvest i in future growth and development opportunities

• Potential operating and strategic synergies in the northern Southern Cross region

• A strong and growing production profile with foundations for future growth

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An attractive and logical proposal which provides a platform for further growth in the Australian gold sector

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Overview of the Proposal

• Offer value of A$1.92 for each Catalpa share[1] comprising a fixed ratio of 0.4535 St Barbara shares plus A$0.9613 cash for each Catalpa share:

• Including a ‘mix and match’ facility giving Catalpa shareholders the opportunity to choose to receive proportionately more shares or more cash[2]

• Attractive value proposition for Catalpa shareholders, with offer value representing:

• A 41% premium to Catalpa’s closing share price on the date of the Proposal, 10 May 2011; and

• A 26% premium to Catalpa’s 30‐day volume weighted average share price for the period ending on the date of the Proposal , 10 May 2011

• Transaction to be effected by way of scheme of arrangement

• Cash component to be funded by St Barbara’s existing cash reserves and debt

• Proposal has only limited conditions, including a unanimous recommendation from the Catalpa Board in favour of the Proposal, satisfactory completion of due diligence on key issues, entry into a customary implementation agreement and other customary conditions

1 Based on the closing price of St Barbara shares on the Proposal date, 10 May 2011, of A$2.12

2 Subject to scale back on pro rata basis if required based on an aggregate final mix of share consideration of 82 million St Barbara shares and $174 million cash consideration

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4

Strong Strategic and

Operational Rationale for a Combination

1

Creates a portfolio with one of the largest gold reserves and resources positions in the Australian mid‐tier gold sector

Diversified portfolio of established and proven operating assets which reduces overall 2 investment risk profile

• 3 Stronger production growth profile with significant upside opportunity

• 4 Greater scale and financial capabilities to capture future growth opportunities

Potentia to rea ise operating anl l d strategic synergies in the northern Southern Cross 5 region of Western Australia

6 Strong cash flow generation on a pro forma basis

7

Broad operations management capability covering open pit and underground mining across the value chain, from discovery to gold production

8 Proven track record in developing and operating underground gold projects

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5

Value for St Barbara Shareholders

• Significant uplift in gold production, reserves and resources

• Asset diversification

• Expected to be EPS and cash flow accretive from financial year ending 30 June 2013[1]

• Creation of a leading player in the Australian mid‐tier gold sector, forecast to produce approximately 480,000 ounces in FY 12, with enhanced scale and financial strength

• Provides foundations to accelerate St Barbara’s growth strategy and pursue a broad range of brownfield and greenfield growth options

• Potential re‐ratin g to reflect market p ositionin g , p roduction and q ualit y of p ortfolio relative to mid‐tier peers

1 Based on publicly available information

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Value for Catalpa Shareholders

• Attractive premium even before any potential re‐rating driven by production and quality of portfolio relative to mid‐tier peers

• Immediately and significantly accretive on both physical and financial metrics[1]

• Access to St Barbara’s cash flow profile to fund any capital expenditure associated with underground development opportunities at Edna May

• Potential benefits from synergies through improved purchasing power and supply chain access, and optimisation of assets in the northern Southern Cross region of Western Austra ia l

• Access to an expanded pipeline of brownfield and greenfield growth opportunities

• • P otent a i l CGT ro ll over re li e or s f f h are h o ld ers e ect ng scr p cons l i i id erat on i

1 Based on publicly available information

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Combined Group to Produce Approximately 480,000 Ounces in FY12F

Leonora

• Gwalia underground mine

• King of the Hills underground mine

• Gwalia processing plant

• FY11F production: 143koz

Cracow (30%)

• Cracow underground mine

• Cracow processing plant

• FY11F attributable production: 30koz

Edna May

• Edna May open pit/underground mine

• Edna May processing plant

• FY11F production: 66koz

Southern Cross

• Marvel Loch underground St Barbara mine

• Marvel Loch processing plant Catalpa

• FY11F production: 120koz

Diversified portfolio of established, proven and low risk producing assets, supplemented by robust development and exploration opportunities

Note: Production forecasts for FY11F based on mid‐point of company guidance for both St Barbara and Catalpa. Production forecasts for FY12F based on mid‐point of company guidance for St Barbara, and estimates from selected brokers which disclose production metrics for Catalpa

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Leading Player in the

Australian Mid‐Tier Gold Sector

Proforma Market Cap (A$m)[1]

Proforma Reserves (Moz) and Reserve Grade (g/t)[2]

Reserves Grade 5.7 6.0 9.0 4.5 6.0 3.9 3.6 3.5 3.4 2.9 1,087 1,009 865 3.0 2.5 2.4 690 629 599 496 3.0 366 356 332 292 255 242 215 1.5 60 1.0 0.9 0.9 0.4 0.3 0.2 n.a. n.a. 0.0 0.0 Proforma Resources (Moz)[2] Proforma FY12F Production (koz)[3] 477 436 433 10.4 9.8 9.5 350 8.3 7.7 284 275 5.8 220 5.3 3.8 3.3 130 127 120 117 115 109 3.0 2.5 2 . 3 2 . 1 2 . 1 2 . 0 91 80 75

2,456

13.0

• 1 Pro forma market capitalisation for the combined group is calculated by adding the St Barbara shares issued to Catalpa shareholders as share consideration under the proposed transaction structure (on a fully diluted basis) to the existing number of St Barbara shares on issue, multiplied by St Barbara’s closing price of A$2.12 on 10 May 2011. Other market capitalisation figures as at close on 10 May 2011

• 2 Based on most recently disclosed company filings

• 3 Based on mid‐point of company guidance where available, otherwise

based on estimates from selected brokers which disclose production metrics

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Enhanced Diversification

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Reserves by Asset [1]
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St Barbara Combined Group Catalpa
(2.9 Moz) (3.9 Moz) (1.0 Moz)
3% 1%
6%
8% 9% 5%
11%
12%
47%
13%
17%
63%
83%
22%
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FY12F Production by Asset[2]

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St Barbara Combined Group Catalpa
(350 koz) (477 koz) (127 koz)
7%
16% 12% 25%
42%
26% 57% 19%
75%
20%
Gwalia Southern Cross King of the Hills Tower Hill Edna May Cracow Other Catalpa
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1 Based on most recently disclosed company filings

2 Based on mid‐point of company guidance for St Barbara, and estimates from selected brokers which disclose production metrics for Catalpa

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Forecast Average

Annual Production Growth Almost 15%

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FY10A ‐ FY13F Compound Annual Growth ‐ 14.9% 477
412
358
272
FY10A FY11F FY12F FY13F
Gwalia Southern Cross King of the Hills Edna May Cracow
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Strength of combined group will provide a strong footing to fund development projects and pursue exploration opportunities

Note: St Barbara production forecasts based on the mid‐point of company guidance. Catalpa production forecasts for FY11F based on the mid‐point of company guidance. Other Catalpa production forecasts based on estimates from selected brokers which disclose production metrics

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Development and Exploration Upside

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E Exploration
D Development
E
Cracow
E
E D
E
E
E
D E
Edna Ma y
Underground
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• 5,000+km[2 ] of prospective land around Australia plus identified development projects at Edna May and King of the Hills

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Potential Synergies

• Potential for the combined organisation to realise operating and strategic synergies

• Procurement savings through scale

• O p timisation of ore p rocessin g from new discoveries enabled through two treatment plants

• As part of due diligence the magnitude of potential synergies will be clarified

Southern Cross and Edna May Locations

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Strong Cash Flow Generation Forecast on Pro Forma Basis

• High free cash flow generator (post ca p ex ) based on current broker consensus cash flow and gold price estimates

• Projected pro forma free cash flows expected to provide sufficient capacity to fully repay debt by 30 June 2012

• Cash flow profile provides flexibility to pursue growth

Illustrative Pro Forma Free Cash Flow[1 ] A$m

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197
193
FY12F FY13F
St Barbara Catalpa
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• 1 Free cash flow calculated using mean FactSet broker consensus EBITDA estimates less mean interest, tax, capital expenditure and change in working capital estimates from selected brokers

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Pro Forma Physical and Financial Multiples

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EV/Reserves [1,2] EV/Resources [1,2] EV/FY12F EBITDA [1,3]
1,185 208
186
177
860
142
119 117 111 Peer avera g e: 108
104
99
465
95 90 79
424 416
Peer average: 384
68 63 Peer average:4.3x
334
52
267 246245 209 181 156 153
102
11
3.5x
1
8.2x
5.0x
4.4x
3.8x 3.7x 3.5x
3.3x
3.2x 3.1x 3.1x 2.8x 2.6x 2.5x
x
9
0.
Integra Focus Kingsgate Alacer Regis Saracen Conquest MergeCo Catalpa St Barbara Oceanagold Resolute Allied Norseman Kingsgate Alacer Regis Integra Catalpa Conquest Silver Lake Tanami MergeCo Focus Saracen St Barbara Oceanagold Allied Resolute Norseman Regis Alacer Integra Kingsgate Tanami Oceanagold Saracen Allied Silver Lake Catalpa MergeCo Resolute St Barbara Focus Norseman
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Catalpa shareholders will receive an attractive premium even before any potential re‐rating driven by position and quality of portfolio relative to mid‐tier peers

1 Pro forma enterprise value for the combined group is calculated by adding the St Barbara shares issued to Catalpa shareholders as share consideration under the proposed transaction structure (on a fully diluted basis) to the existing number of St Barbara shares on issue, multiplied by St Barbara’s closing price of A$2.12 on 10 May 2011, then adding St Barbara and Catalpa’s net debt and minority interest figures (as at 31 December 2010 for St Barbara and as at 28 February 2011 for Catalpa), plus assumed additional debt issued in order to fund the cash component of the offer. Other enterprise value figures calculated by adding most recently disclosed net debt and minority interest figures to market capitalisation as at 10 May 2011

2 Reserves and resources based on most recently disclosed company filings

3 FY12F EBITDA based on mean FactSet broker consensus estimates

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Conclusion

• Opportunity to create a leading mid‐tier Australian gold producer

• 3.9 million ounces of old reserves g

• 9.8 million ounces of gold resources

• Gold production of approximately 480,000 ounces in FY12F

• Strong strategic and operational rationale underpinning the combination

• Value enhancing for both St Barbara and Catalpa shareholders

• St Barbara believes it has put forward an attractive proposal to Catalpa

• In the event that the combination does not p roceed , St Barbara will continue to focus on realising value from organic growth and other identified opportunities

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