EVOLUTION MINING LIMITED — Investor Presentation 2011

Jan 31, 2011

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

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Investor Presentation Capital Raising

1 February 2011

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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. Any decision regarding any proposed subscription for securities in Catalpa must be made solely on the basis of information on Catalpa that is publicly available. 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 in any jurisdiction 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. In particular, this presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities to be sold in the Offer (as defined below) have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"). Securities may not be offered or sold in the United States unless the securities have been registered under the US Securities Act or an exemption from registration is available.

Do not re y on orwarl f d‐ ool king 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. 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 (“SEC”), 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.

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NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

Capital Raising Overview & Rationale

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C a t a pa s see l i ki ng o ra se $23.4m v a an ns t i A i i tit u ti ona p acemen l l t o f approx ma i t e y 15.1 l million ordinary shares (“New Shares”) at a fixed price of A$1.55 per share (“Offer”)

The proceeds of the Offer, along with the Company’s existing cash resources of

approximately A$30 million, will be used to help fund ongoing development at the Company’s Edna May Gold Project in Western Australia

The Offer p rice of A$1.55 p er share re p resents an 8.3% discount to the last tradin g p rice on 1 February 2011, and an 10.4% discount to the 5‐day VWAP ending 1 February 2011

The Offer will open at 6:00pm AEDT on Tuesday, 1 February 2011, and is expected to close by 3:00pm AEDT on Wednesday , 2 February 2011

Macquarie Capital Advisers Limited and Investec Bank (Australia) Limited are acting as Joint Lead Managers in relation to the Offer

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Investment Highlights

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FY11 pro d uct on gu i id ance o f 1 0 5, 000 – 1 20 , 000 oz rom two operat ng m nes f i i

Significant exploration potential with resource update expected in current q uarter

Near‐term growth potential from accelerating underground development and expansion of Edna May plant to 3.2mtpa

Potent a a i l bili ty to ncrease y‐pro i b d ucts mater a i ll y ower ng costs o l i f pro d uct on i Strong cash position with low net debt

Attractive hedge book position

5 year strategic plan to produce 500,000 ozpa by 2015

Independent producer with experienced management team

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Comparable Company Metrics

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Cash Margin and Mine Life
$900
$800
Catalpa
$700
St Barbara
$600 Avoca Dominion
Northgate
Saracen
$500
$400
Norton
$300 Focus
$200
$100
$0
‐ 2 4 6 8 10 12
Source: Intiera, Surbiton Mine Life (yrs)
Cost per ounce based on reported Jun'10 production
Catal p a cost / ounce reflects forecast FY10 / 11
Margin A$/oz
erating Cash
Op
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Catalpa Overview

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Corporate Information

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ASX Code CAH
ASX Top 300
ASX Market Cap [(1)] A$275M
Shares 163M
Options [(2)] 14M
Cash & Bullion [(3)] A$30M
Debt [(3)] A$59M
Largest Shareholder ≈4.6%
Institutions and Funds >50% Register
Board & Management ≈4%
Producing Operations 2
Forward Sales 318Koz @ A$1 , 557/oz
Ore Reserves [(4)] 1.1Moz
Mineral Resources [(4)] 2.2Moz
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(1) As at ASX market close 1 February 2011 (2) Exercise price A$0.83 – A$1.69

(3) As at 31 December 2010

(4) Depleted as at 30 June 2010

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A Company on the Move

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Under-valued Apply new Asset strategy

Reserve Reserve 540,000 oz 1,020,000 oz

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$2 . 50
$2.00
$1.50
$1.00
$0.50
$0.00
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2 Year Share Price Growth

A$20M Market A$275M Cap Market Cap

No Mine

2 Mines

5 Year Strategic Plan

Source – IRESS As at 28 January 2011

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

Edna May Gold Project Snapshot

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Edna May Gold Production
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Mine Life: 9 years

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20,000
18,000
16,000
14,000
12,000
10,000
8 , 000
6,000
4,000
2,000
0
Jun 2010 Qtr Sep 2010 Qtr Dec 2010 Qtr
Ounces
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Ore Reserves: 1.0Mozs

Mineral Resources: 1.7Mozs

Gold Production (oz): June 2010 ‐ 9,808 Sept 2010 ‐ 13 413, Dec 2010 ‐ 17,148 Plant apac ty:C i 2.8Mtpa

P ant Recovery: l 91.5%

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Edna May Dec 2010 Quarterly Highlights

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•
Record gold production of 17 , 148 ounces
Production
•
Gold production delivered into hedge book at A$1,557/oz
•
Plant Throughput & SAG liner wear issues resolved
•
Reliability Test work commenced for 3.2Mtpa plant upgrade
•
Resource and g rade control models reconcile within 0.1 g /t of g old
Reconciliation
production
•
New high grade underground Mineral Resource of 660,000t @ 9.1g/t
for 195,000 ozs ‐ Tar g etin g hi g h g rade ore deliver y earl y 2012
Resource Growth
•
Resource definition drilling success ‐ new high grade zones discovered,
broad high grade mineralisation identified 7.07m @ 25.5g/t gold and
12.20m @ 7.5g/t gold
•
Tungsten recovery results indicate the potential for >A$50/oz cost
benefit through tungsten credit and gold recovery
Opportunities
•
Regional acquisition and growth opportunities continue to be assessed
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Edna May Positioned to Deliver Production Growth

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Plant Throughput & Reliability

• A$3.9M tailings thickener and A$0.6M fine carbon screen under construction

• Secondary crusher trials for planned mill upgrade to 3.2Mt a underwa p y

• Plant reliability and critical spares review

High G rade • Infill drilling planned 2011 • Underground Mineral Resource update Mar qtr 2011 • Underground mining studies planned Mar qtr 2011 Potential targeting high grade ore delivery early 2012

Resource Expansion

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• Accelerated resource expansion drill programs 2011

• planned at the high potential, under‐explored Edna May , Golden Point and Greenfinch gold corridors

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The Edna May Underground Opportunity Indicative Timetable

Edna May Underground Potential ‐ Indicative Timetable

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2010 2011 2012 2013
Sept Qtr Dec Qtr Mar Qtr Jun Qtr Sept Qtr Dec Qtr Mar Qtr Jun Qtr Sept Qtr Dec Qtr Mar Qtr
UG Evaluation
Maiden UG Resource
Infill Drilling
Mineral Resource Update
UG Mining Study
Ore Reserve Estimate
Borefield Establishment
Decline Rehabilitation
UG Infill Drilling
Trial Mining and UG Dev
Ramp up UG Ore Production
Full Scale Production
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An indicative timeline to ore high grade production Ramping Edna May to 140,000+ oz pa

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Cracow Gold Project Snapshot cons stent, re i li a bl e, ow cost l

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Cracow Gold Production
9 , 000 $700
8,000 $650
7,000 $600
$550
6,000
$500
5,000
$450
4,000
$400
3,000 $350
2,000 $300
1,000 $250
0 $200
Mar 2010 Jun 2010 Sep 2010 Dec 2010
Ounces Produced 30% Cash Cost / oz
unces
O per ounce
A$
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Mine Life: >2 years

Ore Reserves: (30%) 69,000ozs

Mineral Resources: (30%) 305,000ozs

Gold Production (oz) (30%): March 2010 – 6 437, June 2010 – 8,466 Sept 2010 – 7,727 Dec 2010 – 7 794,

Plant Capacity: 550 000t, pa Plant Recovery: 92%

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Cracow Dec 2010 Quarterly Highlights

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•
Consistent gold production with 7,794ozs produced
Production • Cash operating Cost of A$562/oz
•
Production not materially affected by flooding in Queensland
•
Plant Throughput & Plant upgrade to 550,000tpa on schedule with practical completion
•
Reliability March qtr 2011
•
Accelerated exploration programs targeting high grade epithermal
gold mineralisation to increase Mineral Resource and Ore Reserves
•
Exploration success with the extensions to the western epithermal
Resource Growth
field by several hundred metres to the south
•
Exploration success at the historic Golden Plateau mine with the
intersection of 7m @ 5.9 g/t gold
•
Drill results in line with expectations within Kilkenny and Empire
Resource Definition shoots with best intersections including 19m @ 13.0g/t gold and 27m
@ 11.0g/t gold
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Note: C1 Cash Cost represents the cost for mining, processing and administration, including accounting movements for stockpiles and gold‐in‐circuit. It does not include costs for exploration, mine development, royalties or processing mill capital works. It includes net proceeds from by‐product credits.

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Guidance FY2011

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Catalpa Group production guidance 105,000 – 120,000 ounces Catal p a C1 cost g uidance A$ 745 – A$6 77 p er ounce

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1. C1 – cash costs represents the cost for mining, processing and administration, including accounting movements for stockpiles and gold-in-circuit. It does not include capital costs for exploration, mine development or processing mill capital works. It includes net proceeds from by-products credits. It does not include the cost of royalties.

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NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
5 Year Strategic Growth Plan
Time 2010 2010 2011 2012 2013 2013 2014 2015
Existing
Asset
Growth 500,000
JV and
Acquisition 400,000
Growth
300,000
200,000
100,000
‐
Near term organic growth from existing assets
h f f icant cas hfl ow
Acquisition growt rom signi
vered ounces
Reco
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Offer Overview

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Sources & Uses of Funds

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Offer proceeds will be used to fund ongoing development at Edna May Gold Project

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Sources Uses
A$m (approx) A$m (approx)
Institutional placement 23 . 4 Expand and accelerate exploration drilling 7 . 0
program at Edna May Gold Project
Commence a mining study and borefield 3.0
Total sources of funds 23.4 development at Edna May
Improve reliability of the processing plant at 7.0
Edna May
Advance studies and trial crushing for 1.5
increase in plant capacity through secondary
crushing
Advance studies and test work for the 1.5
recovery of a tungsten by‐product from the
Edna May CIL process
Provide additional working capital, fund 3.4
regional acquisition opportunities and fund
costs of the offer
Total uses of funds 23.4
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NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
Indicative Timetable
The below timetable is indicative only and is subject to change
Event Date [1]
Trading halt begins Tuesday 1 February 2011
Lodgement of ASX release and investor presentation Tuesday 1 February 2011
B oo kb u ild opens T ues d ay 1 e F b ruary 2011
Bookbuild closes Wednesday 2 February 2011
ASX completion announcement and resumption of trading Thursday 3 February 2011
Settlement of the Offer Tuesday 8 February 2011
Allotment and trading of shares issued under the Offer Wednesday 9 February 2011
1. All dates refer to Australian Eastern Daylight Savings Time
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NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

Key Risks

• Cost risk

• Catalpa may experience cost pressure . (e g . increases in labour costs , diesel costs , or capital expenditure overruns). Any such cost pressures may adversely impact Catalpa’s operating margins which in turn may have an adverse impact on Catalpa’s share price

• • ‐ Ramp up risks

• Edna May is currently ramping‐up to full production. The proceeds of the offer are in part being applied to rectify minor issues encountered in the ordinary course of production ramp‐up. If these commissioning challenges continue, Catalpa’s share may be adversely affected

• Market risk

• Any adverse movements in the AUD/USD exchange rate and the gold price may in turn have an adverse impact on Catalpa’s share price, noting that Catalpa is currently delivering a portion of its gold production into its hedge book at A$1,557 per ounce

• Catalpa’s share price is subject to typical risks associated with market volatility

• • D r illi ng an d un d ergroun d s t u di es

• Catalpa is currently planning extensive drilling to develop the underground potential at Edna May. In the event that the drilling proves to be unsuccessful, it is possible that there will be an adverse movement in Catalpa ’ s share price

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

Summary

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Catalpa is undertaking a A$23.4m capital raising to fund ongoing development at the Company’s Edna May Gold Project in Western Australia

Catalpa continues to grow production and is targeting gold production of 105,000oz – 120,000oz for FY11

Equity raising to:

Expand and accelerate exploration drilling program at Edna May Gold Project

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Co mm e n ce a minin a n d bo r e fi e l d de v e l m e n t at E d n a M g study op ay Improve reliability of the processing plant at Edna May

Advance studies and trial crushing for increase in plant capacity through secondary crushing

Advance studies and test work for the recovery of a tungsten by‐product from the Edna May CIL process

Provide additional working capital, fund regional acquisition opportunities and fund costs of the offer

Cracow continues to be a consistent and reliable low cost producer

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is on track to deliver on its Catalpa 5 year growth strategy

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

Offer Jurisdictions

International Offer Restrictions

This document does not constitute an offer of securities in any jurisdiction in which it would be unlawful . New Shares may not be offered or sold in any country outside Australia except to the extent permitted below.

Canada (British Columbia, Ontario and Quebec provinces)

This document constitutes an offering of New Shares only in the Provinces of British Columbia, Ontario and Quebec (the " Provinces " ) and to those persons to whom they may be lawfully distributed in the Provinces, and only by persons permitted to sell such New Shares. This document is not, and under no circumstances is to be construed as, an advertisement or a public offering of securities in the Provinces. This document may only be distributed in the Provinces to persons that are "accredited investors" within the meaning of NI 45‐106 – Prospectus and Registration Exe mptions, of the Canadian Securities Administrators.

No securities commission or similar authorit y in the Provinces has reviewed or in an y wa y p assed u p on this document , the merits of the New Shares or the offering of New Shares and any representation to the contrary is an offence.

No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Shares or the resale of such securities. Any person in the Provinces lawfully participating in the offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the New Shares in the Provinces must be made in accordance with applicable Canadian securities laws which may require resales to be made in accordance with exemptions from dealer registration and prospectus requirements.

The Company, and the directors and officers of the Company, may be located outside Canada, and as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon the Company or its directors or officers. All or a substantial portion of the assets of the Company and such persons may be located outside Canada, and as a result, it may not be possible to satisfy a judgment against the Company or such persons in Canada or to enforce a judgment obtained in Canadian courts against the Company or such persons outside Canada.

Any financial information contained in this document has been prepared in accordance with Australian Accounting Standards and also comply with International Financial Reporting Standards and interpretations issued by the International Accounting Standards Board. Unless stated otherwise, all dollar amounts contained in this document are in Australian dollars.

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NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

Offer Jurisdictions

Statutory rights of action for damages or rescission

Securities legislation in certain of the Provinces may provide purchasers with , in addition to any other rights they may have at law , rights of rescission or to damages, or both, when an offering memorandum that is delivered to purchasers contains a misrepresentation. These rights and remedies must be exercised within prescribed time limits and are subject to the defenses contained in applicable securities legislation. Prospective purchasers should refer to the applicable provisions of the securities legislation of their respective Province for the particulars of these rights or consult with a legal adviser.

The following is a summary of the statutory rights of rescission or to damages, or both, available to purchasers in Ontario. In Ontario, every purchaser of the New Shares purchased pursuant to this document (other than (a) a " Canadian financial institution " or a " Schedule III bank " (each as defined in NI 45 ‐ 106), (b) the Business Development Bank of Canada or (c) a subsidiary of any person referred to in (a) or (b) above, if the person owns all the voting securities of the subsidiary, except the voting securities required by law to be owned by the directors of that subsidiary) shall have a statutory right of action for damages and/or rescission against the Company if this document or any amendment thereto contains a misrepresentation. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against the Company. This right of action for rescission or damages is in addition to and without derogation from any other right the purchaser may have at law. In particular, Section 130.1 of the Securities Act (Ontario) provides that, if this document contains a misrepresentation , a purchaser who purchases the New Shares during the period of distribution shall be deemed to have relied on the misrepresentation if it was a misrepresentation at the time of purchase and has a right of action for damages or, alternatively, may elect to exercise a right of rescission against the Company, provided that (a) the Company will not be liable if it proves that the purchaser purchased the New Shares with knowledge of the misrepresentation; (b) in an action for damages, the Company is not liable for all or any portion of the damages that the Company proves does not represent the depreciation in value of the New Shares as a result of the misrepresentation relied upon; and (c) in no case shall the amount recoverable exceed the price at which the New Shares were offered.

Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than (a) in the case of any action for rescission, 180 days after the date of the transaction that gave rise to the cause of action or (b) in the case of any action, other than an action for rescission, the earlier of (i) 180 days after the purchaser first had knowledge of the fact giving rise to the cause of action or (ii) three years after the date of the transaction that gave rise to the cause of action. These rights are in addition to and not in derogation from any other right the purchaser may have.

Certain Canadian income tax considerations

Prospective purchasers of the New Shares should consult their own tax adviser with respect to any taxes payable in connection with the acquisition, holding, or disposition of the New Shares as any discussion of taxation related maters in this document is not a comprehensive description and there are a number of substantive Canadian tax compliance requirements for investors in the Provinces.

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NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

Offer Jurisdictions

Language of documents in Canada

Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the New Shares (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document , chaque investisseur canadien confirme par les présentes qu ’ il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.

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 le g al entities that are authorised or re g ulated to o p erate in the financial markets or , if not so authorised or re g ulated , whose cor p orate p ur p ose is solel y 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 (as shown on its last annual unconsolidated or consolidated financial statements) and (iii) an annual net turnover of more than €50,000,000 (as shown on its last annual unconsolidated or consolidated financial statements);

(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.

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.

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

Offer Jurisdictions

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 y ou are in doubt about an y contents of this document , y ou should obtain inde p endent p rofessional advice.

New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under or in accordance with the Securities Act 1978 (New Zealand). The New Shares are not being offered or sold within New Zealand, or allotted with a view to being offered for sale in New Zealand, and no person in New Zealand may accept a placement of New Shares, other than to:

 persons whose principal business is the investment of money or who , in the course of and for the purposes of their business , habitually invest money ; or

 persons who are each required to (i) pay a minimum subscription price of at least NZ$500,000 for the securities before allotment or (ii) have previously paid a minimum subscription price of at least NZ$500,000 for securities of the Company ("initial securities") in a single transaction before the allotment of such initial securities and such allotment was not more than 18 months prior to the date of this document.

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 in 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 th a t may b e app li ca bl e t o i nves t ors w h o acqu re i N ew Sh ares. A s suc h , i nves t ors are a d v se i d t o acqua n i t th emse ves w l ith th e SFA prov s ons re a i i l ti ng t o on‐sa e l restrictions in Singapore and comply accordingly.

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

Offer Jurisdictions

Switzerland

The New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland . Neither this document nor any other offering material relating to the New Shares may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering material relating to the New Shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of New Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).

This document is personal to the recipient only and not for general circulation in Switzerland.

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 in the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) 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.

An y invitation or inducement to en g a g e in investment activit y ( within the meanin g 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 or caused to 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.

United States

This document 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 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.

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

Competent Persons

The reported Edna May Underground Mineral Resource has been compiled by Mr Daniel Guibal. Mr Guibal is a Member of the Australian Institute of Geoscientists and an employee of SRK Consulting 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 Guibal consents to the inclusion in the report of the matters based upon his information in the form and context in which it appears.

The re p orted Edna Ma y ex p loration results have been com p iled b y Mr John Winterbottom ( Mana g er Geolo gy), who is a Member of the Australian Institute of Geoscientists (AIG) and a full‐time employee of Catalpa Resources Limited. He 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 Winterbottom 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 the Edna May 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 the Edna May 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.

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