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EVOLUTION MINING LIMITED Proxy Solicitation & Information Statement 2009

Apr 2, 2009

64885_rns_2009-04-02_cb352b20-1405-4107-9a4e-14e2778c285c.pdf

Proxy Solicitation & Information Statement

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3 April 2009

Companies Announcement Office Australian Securities Exchange Limited

NOTICE OF GENERAL MEETING

Please find attached hereto a copy of the Notice of General Meeting for 8 May 2009, including an Explanatory Memorandum and Proxy Form, forwarded to shareholders today.

Yours sincerely CATALPA RESOURCES LTD

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GRAHAM ANDERSON Company Secretary

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CATALPA RESOURCES LIMITED

ABN 74 084 669 036

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

General Meeting to be held at The Celtic Club, 48 Ord Street, West Perth WA 6005 on 8 May 2009 at 10.30 am

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This Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

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Should you wish to discuss the matters in this Notice of General Meeting please do not hesitate to contact the Company Secretary, Graham Anderson, on (08) 9322 2700.

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Notice of General Meeting

Notice is hereby given that a General Meeting of Catalpa Resources Limited (the Company ) will be held at The Celtic Club, 48 Ord Street, West Perth, WA 6005 on 8 May 2009 at 10.30am.

Special Business

As recently announced, Macquarie Bank Limited ( MBL ) has agreed to provide a project financing facility (comprising a project loan of A$55 million, a mezzanine loan of A$10 million, a performance bond facility of A$2.5 million and a related hedging facility) to fund the debt component of the development costs of the Company’s Edna May Project (which are estimated to total A$92 million). To fund the balance of the development costs for Edna May including provision of working capital the Company proposes to raise a net amount of at least A$32 million from a share placement to clients of Austock Corporate Finance Pty Limited and Patersons Securities Limited, and up to A$10 million from a share purchase plan to be offered to all shareholders of the Company.

The General Meeting is being convened for the purpose of seeking a series of approvals from Shareholder which are required under the Listing Rules to various aspects of the debt and equity fund raising.

Details of MBL’s financing package together with a full explanation with respect to each of the Resolutions are set out in the attached Explanatory Statement.

1 Resolution 1 – Ratification of the issue of Shares to clients of Austock Corporate Finance Pty Limited and Patersons Securities Limited

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That for the purposes of Listing Rule 7.4 and for all other purposes, the Shareholders ratify and approve the allotment and issue of 74,229,326 Shares at a price of A$0.06 per Share to clients of Austock Corporate Finance Pty Limited and Patersons Securities Limited .”

Voting Exclusion Statement

The Company will disregard any votes cast on a resolution by:

any person who participated in the issue; and
any of their associates.

However, the Company need not disregard a vote if it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of a related party or associate of the kind referred to above.

2 Resolution 2 – Issue of Shares to clients of Austock Corporate Finance Pty Limited and Patersons Securities Limited

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That for the purposes of Listing Rule 7.1 and for all other purposes, the Shareholders approve the allotment and issue of 450,194,007 Shares at a price of A$0.06 per Share to

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clients of Austock Corporate Finance Pty Limited and Patersons Securities Limited within 90 days of the date of this resolution.”

Voting Exclusion Statement

The Company will disregard any votes cast on a resolution by:

any person who may participate in the issue and any person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and
any of their associates.

However, the Company need not disregard a vote if it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of a related party or associate of the kind referred to above.

3 Resolution 3 – Establishment of Mezzanine Facility - Issue of Options to MBL

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That for the purposes of Listing Rule 7.1 and for all other purposes, the Shareholders approve the issue of up to 133,333,334 Options to MBL pursuant to the arrangements set out in the Explanatory Statement attached.”

Voting Exclusion Statement

The Company will disregard any votes cast on a resolution by:

MBL; and
any of its associates.

However, the Company need not disregard a vote if it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of a related party or associate of the kind referred to above.

4 Resolution 4 – Participation by Related Party in Share Issue - Issue of Shares to John Rowe and Julia Evelyn Rowe as trustee for the Rowe Family Super Fund

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That for the purposes of Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue by the Company of 1,000,000 Shares at a price of A$0.06 per Share to John Rowe and Julia Evelyn Rowe as trustee for the Rowe Family Super Fund, being an entity related to John Rowe, a Director of the Company.”

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Voting Exclusion Statement

The Company will disregard any votes cast on a resolution by:

Mr John Rowe;
Mrs Julia Evelyn Rowe; and
• any of their associates.

However, the Company need not disregard a vote if it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of a related party or associate of the kind referred to above.

5 Resolution 5 – Participation by Related Party in Share Issue - Issue of Shares to Mrs Deborah McFadzean

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That for the purposes of Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue by the Company of 416,666 Shares at a price of A$0.06 per Share to Deborah McFadzean, being the spouse of Bruce McFadzean, a Director of the Company.”

Voting Exclusion Statement

The Company will disregard any votes cast on a resolution by:

Mrs Deborah McFadzean;
Mr Bruce McFadzean; and
any of their associates.

However, the Company need not disregard a vote if it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of a related party or associate of the kind referred to above.

6 Resolution 6 – Participation by Related Party in Share Issue - Issue of Shares to Nigel Lloyd Johnson and Carol Lynda Johnson as trustee for the Glen Lorne Superannuation Fund

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That for the purposes of Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue by the Company of 500,000 Shares at a price of A$0.06 per Share to Nigel Lloyd Johnson and Carol Lynda Johnson as trustee for the Glen Lorne Superannuation Fund, being an entity related to Mr Nigel Johnson, a Director of the Company.”

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Voting Exclusion Statement

The Company will disregard any votes cast on a resolution by:

Mr Nigel Johnson
Mrs Carol Johnson; and
any of their associates.

However, the Company need not disregard a vote if it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of a related party or associate of the kind referred to above.

7 Resolution 7 – Participation by Related Party in Share Issue - Issue of Shares to Glen Lorne Pty Ltd

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That for the purposes of Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue by the Company of 500,000 Shares at a price of A$0.06 per Share to Glen Lorne Pty Ltd, being an entity related to Mr Nigel Johnson, a Director of the Company.”

Voting Exclusion Statement

The Company will disregard any votes cast on a resolution by:

Mr Nigel Johnson; and
any of his associates.

However, the Company need not disregard a vote if it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of a related party or associate of the kind referred to above.

8 Resolution 8 – Participation by Lion Selection in Share Issue - Issue of Shares to Lion Selection

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That for the purposes of Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue by the Company of 250,000,000 Shares at a price of A$0.06 per Share to Lion Selection on the terms and conditions set out in the Explanatory Statement attached.”

Voting Exclusion Statement

The Company will disregard any votes cast on a resolution by:

Lion Selection; and
any of its associates.

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However, the Company need not disregard a vote if it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of a related party or associate of the kind referred to above.

9 Resolution 9 – Ratification of the issue of Shares to Centreline Drilling

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That for the purposes of Listing Rule 7.4 and for all other purposes, the Shareholders ratify and approve the allotment and issue of 954,336 Shares at a price of A$0.04192 per Share and 2,471,678 Shares at a price of A$0.05735 per Share to Centreline Drilling.”

Voting Exclusion Statement

The Company will disregard any votes cast on a resolution by:

Centreline Drilling and a person who might obtain a benefit; and
any of their associates.

However, the Company need not disregard a vote if it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of a related party or associate of the kind referred to above.

10 Resolution 10 – Issue of Shares to Lion Selection as underwriter

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That for the purposes of Listing Rule 10.11 and for all other purposes, the Shareholders approve the allotment and issue of up to 33,333,333 Shares at a price of A$0.06 per Share to Lion Selection as an underwriter of the Share Purchase Plan, within 1 month of the date of this resolution.”

Voting Exclusion Statement

The Company will disregard any votes cast on a resolution by:

Lion Selection; and
any of its associates.

However, the Company need not disregard a vote if it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of a related party or associate of the kind referred to above.

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Explanatory Statement

The Explanatory Statement accompanying this Notice of General Meeting is incorporated in and comprises part of this Notice of General Meeting.

Shareholders are specifically referred to the Glossary in Schedule 1 to the Explanatory Statement which contains definitions of capitalised terms used both in this Notice of General Meeting and the Explanatory Statement.

Proxies

Please note that:

(i) a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy;
(ii) a proxy need not be a member of the Company; and
(iii) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

“Snap-shot” Time

The Company may specify a time, not more than 48 hours before the meeting, at which a “snap-shot” of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the General Meeting.

The Directors have determined that all Shares of the Company that are quoted on ASX at 10.30 am on 6 May 2009 shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the Shares at that time.

Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporate representative at the General Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company in advance of the meeting or handed in at the meeting when registering as a corporate representative. An appointment of corporate representative form is available upon request from the Company Secretary.

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By Order of the Board of Directors

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Graham Anderson Company Secretary Catalpa Resources Limited

1 April 2009

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Explanatory Statement

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This Explanatory Statement has been prepared for the information of Shareholders of the Company in relation to the business to be conducted at the General Meeting. The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice of General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of General Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary contained in Schedule 1.

1 Overview

(a) The Company is an ASX listed Australian based gold exploration company which owns a 100% interest in the Edna May Project located near Westonia in Western Australia ( Edna May Project ), together with a number of other exploration tenements in Western Australia.
(b) The Company has completed a bankable feasibility study in relation to bringing the Edna May Project into gold production on a commercial basis. Developments costs are estimated to be A$92 million. The Company’s mine and processing schedule demonstrates average gold production in excess of 100,000 ounces recovered per annum for a life of mine of more than six years.

2 MBL Funding

(a) On 27 February 2009, the Company accepted a committed letter of offer ( Offer Letter ) from Macquarie Bank Limited ( MBL ) pursuant to which MBL agreed to provide project and mezzanine loan, performance bond and gold hedging facilities in connection with the development of the Edna May Project. The facilities comprise:
(i) a project loan facility of A$55,000,000 ( Project Facility );
(ii) a mezzanine loan facility of A$10,000,000 (Mezzanine Facility
(iii) a performance bond facility of A$2,500,000 ( Bond Facility ); and
(iv) an Australian dollar denominated gold hedging facility of 352,361 ounces of committed gold ( Hedging Facility ),

(together Facilities ).

(b) Subsequent to acceptance of the Offer Letter, the Company transacted the gold hedging under the Hedging Facility by selling forward 352,361 ounces of gold at a fixed gold price of A$1,544 per ounce. As security for the performance by the Company of its obligations under the Hedging Facility, the Company has granted a fixed and floating charge over its assets and undertakings in favour of MBL.
(c) MBL may terminate any or all transactions made under the Hedging Facility if:
(i) on or before 15 May 2009, all of the conditions precedent referred to in the Offer Letter have not been satisfied; or
(ii) on or before 17 April 2009, any consent required in connection with the granting of the charges, mortgages and other securities in favour of MBL has not been obtained in a form satisfactory to MBL; or
(iii) for any other reason, the Facilities have not been made available by MBL in accordance with the terms of the Offer Letter.

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(d) The key commercial terms of the Facilities are summarised below.
(i) the Facilities (excluding the Hedging Facility) are available for drawdown upon satisfaction of conditions precedent up to 31 March 2010, in the case of the Project Facility and the Mezzanine Facility and 31 March 2014 in the case of the Bond Facility;
(ii) the Project Facility and the Mezzanine Facility (together Loan Facilities ) are to be used to fund the development of the Edna May Project, associated working capital and to fund all costs associated with the establishment of the Facilities and the Bond Facility is to be used to satisfy the Company’s statutory performance bond requirements in relation to the mining tenements which relate to the Edna May Project ( Edna May Project Tenements );
(iii) the drawdown of the Loan Facilities and the Bond Facility is subject to satisfaction of a number of conditions precedent, and the first drawdown under each of the Loan Facilities is required to occur by 30 September 2009, or such later date as may be agreed;
(iv) the Loan Facilities are repayable by instalments with the final instalment due on 28 June 2013, in the case of the Project Facility and 31 March 2014, in the case of the Mezzanine Facility. Further, all performance bonds issued by MBL under the Bond Facility are required to be cancelled or cash backed by 31 March 2014;
(v) interest is payable on the Loan Facilities at differential margins over the bank bill swap rate which the Company believes are commensurate with current market rates having regard to the junior nature of the Company and the size of the Facilities;
(vi) an up front fee is payable for the establishment of the Project Facility which the Company believes is commensurate with current market conditions. The fee is payable on the earlier of first drawdown of the Project Facility and 30 September 2009;
(vii) an up front fee is also payable for the establishment of the Mezzanine Facility which is “payable” by the issue to MBL of up to 133,333,334 Options being an amount equal to the amount of the Mezzanine Facility (A$10,000,000) divided by A$0.075 cents (being the exercise price of the Options which represents a 25% premium to the issue price of the Tranche 1 Shares and the Tranche 2 Shares ( Option Exercise Price )) as follows:
- (A) 66,666,666 Options (being 50% of the Options) are required to be issued to MBL on or before 15 May 2009; and
- (B) 66,666,667 Options (being the remaining 50% of the Options) are required to be issued only upon first drawdown of the Mezzanine Facility;
(viii) the Company’s obligations under the Facilities will be secured by fixed and floating charges over all, or substantially all, of the Company’s assets and undertaking and by a mining mortgage over the Edna May Project Tenements;
(ix) drawdown of the Loan Facilities and the Bond Facility is subject to the execution of formal loan, hedging and security documentation and satisfaction of a number of conditions precedent which are largely standard for Facilities of this nature but the Company is required as a condition precedent to undertake an equity raising to fund the balance of the development cost of the Edna May Project ( Equity Condition Precedent ). The estimated total development costs of A$92 million are under constant review and it is anticipated that cost savings may result in a reduction in the total development costs;

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(x) the Company proposes to satisfy the Equity Condition Precedent by issuing:
- (A) the Tranche 1 Shares to clients of Austock Corporate Finance Pty Limited and Patersons Securities Limited, which is the subject of Resolution 1 ( Tranche 1 Share Issue );
- (B) the Tranche 2 Shares to clients of Austock Corporate Finance Pty Limited and Patersons Securities Limited, which is the subject of Resolution 2 ( Tranche 2 Share Issue ); and
- (C) Shares to Shareholders under the SPP to raise an amount of up to A$10 million; and
(xi) it is also a condition precedent to first drawdown that the Company is required to deposit A$7 million (being the equivalent of approximately 1 month’s operating costs and an allowance for working capital for the Edna May Project) into a Proceeds Account with MBL. The Company may access the Mezzanine Facility for, among other things, this purpose.
(e) The Company is proposing to transfer the Edna May Project assets to a newly formed wholly owned subsidiary company so that to facilitate future growth, the Company’s operating assets are held in discreet operating entities. If the transfer proceeds, that subsidiary will become the borrower under the Facility and the Company will give a secured corporate guarantee in favour of MBL to support that arrangement.

3 Resolution 1 – Ratification of the issue of Shares

3.1 General

(a) Listing Rule 7.1 requires the prior approval of Shareholders for an issue of Equity Securities if the Equity Securities will, when aggregated with all Equity Securities issued by the Company during the previous 12 months, exceed 15% of the number of Equity Securities on issue at the commencement of that 12 month period.
(b) Listing Rule 7.4 provides that an issue of Equity Securities made without approval under Listing Rule 7.1 will be treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and the Shareholders subsequently approve it.

3.2 Resolution 1

Resolution 1 requires Shareholders to ratify and approve the Tranche 1 Share Issue, being the allotment and issue of the Tranche 1 Shares to clients of Austock Corporate Finance Pty Limited and Patersons Securities Limited, so as to ensure that Listing Rule 7.1 does not limit the Company’s ability to issue further Equity Securities within the 15% annual limit in the next 12 months.

In accordance with Listing Rule 7.5, the following information is provided in relation to the Tranche 1 Share Issue:

(a) Number of securities allotted

74,229,326 Shares being the maximum number of Shares which the Company could issue at that time so that the 15% annual limit under Listing Rule 7.1 was not exceeded.

(b) Price at which the securities were issued
A$0.06 per Share ( Tranche 1 Issue Price
(c) Terms of the securities

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The Tranche 1 Shares are fully paid ordinary Shares of the Company ranking equally with all other ordinary Shares of the Company.

(d) Names of the allottees or the basis on which allottees were determined

Listing Rule 7.5.4 permits a description of the basis on which the allottees will be identified or selected. The Tranche 1 Shares were allotted to the clients of Austock Corporate Finance Pty Limited and Patersons Securities Limited.

(e) Use (or intended use) of the funds raised

The funds raised by the Tranche 1 Share Issue will partly satisfy the Equity Condition Precedent (explained in more detail in paragraphs 2(d)(ix) and (x)) and will be used in connection with the funding of the development of the Edna May Project.

(f) Voting exclusion statement

A voting exclusion statement for Resolution 1 is included in the Notice of General Meeting.

4 Resolution 2 – Issue of Shares to clients of Austock Corporate Finance Pty Limited and Patersons Securities Limited

4.1 General

As stated in paragraph 2(d)(xi), the Company proposes to issue the Tranche 2 Shares in addition to the Tranche 1 Shares to satisfy the Equity Condition Precedent.

4.2

Listing Rule 7.1 approval

Listing Rule 7.1 requires the Company to obtain Shareholder approval in order to issue Shares representing more than 15% of the Company’s Shares on issue (unless one of the exceptions in Listing Rule 7.2 applies). The Tranche 2 Share Issue falls within this requirement (none of the exceptions apply).

In accordance with Listing Rule 7.3, the following information is provided in relation to the Tranche 2 Share Issue:

(a) The maximum number of securities the entity is to issue (if known) or the formula for calculating the number of securities the entity is to issue

450,194,007 Shares.

(b) The date by which the entity will issue the securities (which must be no later than 3 months after the date of the meeting)

It is anticipated that, subject to Shareholder approval, the Tranche 2 Shares will be issued on one date and in any event no later than 90 days after the date of the General Meeting.

(c) The issue price of the securities, which must be either a fixed price or a minimum price
A$0.06 per Share (being the same issue price as the Tranche 1 Issue Price).

(d) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

Listing Rule 7.3.4 permits a description of the basis upon which the allottees will be identified or selected. The Tranche 2 Shares will be allotted to the clients of Austock Corporate Finance Pty Limited and Patersons Securities Limited.

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(e) The terms of the securities

The Tranche 2 Shares will comprise fully paid ordinary Shares of the Company ranking equally with all other ordinary Shares of the Company.

(f)

The intended use of the funds raised

The funds raised by the Tranche 2 Share Issue will partly satisfy the Equity Condition Precedent (explained in more detail in paragraphs 2(d)(ix) and (x)) and will be used in connection with the funding of the development of the Edna May Project.

(g) The dates of allotment or a statement that allotment will occur progressively

See paragraph 4.2(b).

(h) A voting exclusion statement

A voting exclusion statement for Resolution 2 is included in the Notice of General Meeting.

(i) In the case of an agreement for the allotment of securities which is part of a public offer, a voting exclusion statement in relation to a party to the agreement, and an adequate summary of the agreement

Not applicable.

5 Resolution 3 – Establishment of Mezzanine Facility - Issue of Options to MBL

5.1 General

Resolution 3 seeks Shareholder approval under Listing Rule 7.1 for the issue of Options to MBL representing more than 15% of the Equity Securities on issue.

5.2 Listing Rule 7.1 approval

Listing Rule 7.1 requires the Company to obtain Shareholder approval in order to issue Options representing more than 15% of the Equity Securities on issue (unless one of the exceptions in Listing Rule 7.2 applies). The Company’s proposed issue of the Options to MBL, pursuant to the terms of the Offer Letter, falls within this requirement (none of the exceptions apply).

In accordance with Listing Rule 7.3, the following information is provided in relation to the issue of the Options to MBL:

(a) The maximum number of securities the entity is to issue (if known) or the formula for calculating the number of securities the entity is to issue

133,333,334 Options.

(b) The date by which the entity will issue the securities (which must be no later than 3 months after the date of the meeting)

50% of the Options are required to be issued on or before 15 May 2009 and the remaining 50% of the Options must be issued upon first drawdown under the Mezzanine Facility ( Drawdown Options ).

As it is possible that the issue date of the Drawdown Options may be more than 3 months after the date of the meeting, the Company has applied for a waiver in respect of this requirement under the Listing Rules.

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(c) The issue price of the securities, which must be either a fixed price or a minimum price

No premium is payable by MBL for the issue of the Options. The Options are to be issued by the Company as the upfront fee for the establishment of the Mezzanine Facility.

(d) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

The Options will be issued to MBL.

(e)

The terms of the securities

The Options will have the following key terms:

an exercise price of A$0.075 per Option;
an expiry date of 31 March 2014;
the Options will be fully assignable by MBL; and
no premium is payable by MBL for the issue of the Options.

A complete set of the Option Terms is set out in Annexure A.

(f) The intended use of the funds raised

Pursuant to the Offer Letter, if any Options are exercised by MBL, the Option Exercise Price paid in respect of those Options will first be applied against the amount outstanding under the Mezzanine Facility (if any) and the balance will be paid to the Company.

(g) The dates of allotment or a statement that allotment will occur progressively

See paragraph 5.2(b).

(h) A voting exclusion statement

A voting exclusion statement for Resolution 3 is included in the Notice of General Meeting.

(i) In the case of an agreement for the allotment of securities which is part of a public offer, a voting exclusion statement in relation to a party to the agreement, and an adequate summary of the agreement

Not applicable.

6 Resolution 4 – Participation by Related Party in Share Issue – Issue of Shares to John Rowe and Julia Evelyn Rowe as trustee for the Rowe Family Super Fund

6.1 General

The subscribers under the Tranche 2 Share Issue will include John Rowe and Julia Evelyn Rowe as trustee for the Rowe Family Super Fund (the Rowe Family Super Fund ), being an entity related to John Rowe who is a Director of the Company.

Resolution 4 requires Shareholder approval for the issue of 1,000,000 Shares at a price of A$0.06 per Share to the Rowe Family Super Fund, in accordance with Listing Rule 10.11.

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6.2 Listing Rule 10.11 approval

Listing Rule 10.11 requires the Company to obtain Shareholder approval in order to issue Shares to a related party (unless an exception applies). The Rowe Family Super Fund, being an entity controlled by John Rowe and Julia Evelyn Rowe (who are related parties of the Company), is a related party of the Company for the purposes of Listing Rule 10.11 and no exception applies.

Listing Rule 7.1 also requires the Company to obtain Shareholder approval in order to issue Equity Securities representing more than 15% of the Company’s Shares on issue (unless one of the exceptions in Listing Rule 7.2 applies). Exception 14 in Listing Rule 7.2 is an issue made with Shareholder approval under Listing Rule 10.11 and provides that if approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

In accordance with Listing Rule 10.13, the notice of meeting to approve the issue of the Shares to a participating Director must include certain information, which information is set out below.

(a) The name of the person

John Rowe and Julia Evelyn Rowe as trustee for the Rowe Family Super Fund.

(b) The maximum number of securities to be issued (if known) or the formula for calculating the number of securities to be issued to the person

1,000,000 Shares in the Company.

(c) The date by which the Company will issue the securities, which must not be more than 1 month after the date of the meeting

The Company intends to issue the Shares within 1 month after the date of the meeting.

(d) If the person is not a Director, a statement of the relationship between the person and the Director that requires the approval to be obtained

John Rowe, being a Director, is a related party. Julia Rowe, being John Rowe’s spouse, is also related party. The Rowe Family Super Fund is an entity controlled by John Rowe and Julia Evelyn Rowe and therefore also a related party of the Company.

(e) The issue price of the securities and a statement of the terms of the issue

A$0.06 per Share (being the same issue price as the Tranche 1 Issue Price).

The Shares are fully paid ordinary Shares of the Company ranking equally with all other ordinary Shares of the Company.

(f) A voting exclusion statement

A voting exclusion statement for Resolution 4 is included in the Notice of General Meeting.

(g) The intended use of the funds raised

The funds raised by the issue of the Shares (being part of the Tranche 2 Share Issue) will partly satisfy the Equity Condition Precedent (explained in more detail in paragraphs 2(d)(ix) and (x)) and will be used in connection with the funding of the development of the Edna May Project.

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7 Resolution 5 – Participation by Related Party in Share Issue – Issue of Shares to Mrs Deborah McFadzean

7.1 General

The subscribers under the Tranche 2 Share Issue will include Mrs Deborah McFadzean, being the spouse of Bruce McFadzean who is a Director of the Company.

Resolution 5 requires Shareholder approval for the issue of 416,666 Shares at a price of A$0.06 per Share to Mrs Deborah McFadzean, in accordance with Listing Rule 10.11.

7.2 Listing Rule 10.11 approval

Listing Rule 10.11 requires the Company to obtain Shareholder approval in order to issue Shares to a related party (unless an exception applies). Mrs Deborah McFadzean is a related party of the Company for the purposes of Listing Rule 10.11 and no exception applies.

Listing Rule 7.1 also requires the Company to obtain Shareholder approval in order to issue Equity Securities representing more than 15% of the Company’s Shares on issue (unless one of the exceptions in Listing Rule 7.2 applies). Exception 14 in Listing Rule 7.2 is an issue made with Shareholder approval under Listing Rule 10.11 and provides that if approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

In accordance with Listing Rule 10.13, the notice of meeting to approve the issue of the Shares to a participating Director must include certain information, which information is set out below.

(a) The name of the person

Mrs Deborah McFadzean

(b) The maximum number of securities to be issued (if known) or the formula for calculating the number of securities to be issued to the person

416,666 Shares in the Company.

(c) The date by which the Company will issue the securities, which must not be more than 1 month after the date of the meeting

The Company intends to issue the Shares within 1 month after the date of the meeting.

(d) If the person is not a Director, a statement of the relationship between the person and the Director that requires the approval to be obtained

Bruce McFadzean, being a Director, is a related party. Deborah McFadzean, being Bruce McFadzean’s spouse, is also related party of the Company.

(e) The issue price of the securities and a statement of the terms of the issue

A$0.06 per Share (being the same issue price as the Tranche 1 Issue Price).

The Shares are fully paid ordinary Shares of the Company ranking equally with all other ordinary Shares of the Company.

(f) A voting exclusion statement

A voting exclusion statement for Resolution 5 is included in the Notice of General Meeting.

(g) The intended use of the funds raised

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The funds raised by the issue of the Shares (being part of the Tranche 2 Share Issue) will partly satisfy the Equity Condition Precedent (explained in more detail in paragraphs 2(d)(ix) and (x)) and will be used in connection with the funding of the development of the Edna May Project.

8 Resolution 6 – Participation by Related Party in Share Issue – Issue of Shares to Nigel Lloyd Johnson and Carol Lynda Johnson as trustee for the Glen Lorne Superannuation Fund

8.1 General

The subscribers under the Tranche 2 Share Issue will include Nigel Lloyd Johnson and Carol Lynda Johnson as trustee for the Glen Lorne Superannuation Fund (the Glen Lorne Super Fund ), being an entity related to Nigel Johnson who is a Director of the Company.

Resolution 6 requires Shareholder approval for the issue of 500,000 Shares at a price of A$0.06 per Share to the Glen Lorne Super Fund, in accordance with Listing Rule 10.11.

8.2

Listing Rule 10.11 approval

Listing Rule 10.11 requires the Company to obtain Shareholder approval in order to issue Shares to a related party (unless an exception applies). The Glen Lorne Super Fund is a related party of the Company for the purposes of Listing Rule 10.11 and no exception applies.

Listing Rule 7.1 also requires the Company to obtain Shareholder approval in order to issue Equity Securities representing more than 15% of the Company’s Shares on issue (unless one of the exceptions in Listing Rule 7.2 applies). Exception 14 in Listing Rule 7.2 is an issue made with Shareholder approval under Listing Rule 10.11 and provides that if approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

In accordance with Listing Rule 10.13, the notice of meeting to approve the issue of the Shares to a participating Director must include certain information, which information is set out below.

(a) The name of the person

Nigel Lloyd Johnson and Carol Lynda Johnson as trustee for the Glen Lorne Superannuation Fund.

(b) The maximum number of securities to be issued (if known) or the formula for calculating the number of securities to be issued to the person

500,000 Shares in the Company.

(c) The date by which the Company will issue the securities, which must not be more than 1 month after the date of the meeting

The Company intends to issue the Shares within 1 month after the date of the meeting.

(d) If the person is not a Director, a statement of the relationship between the person and the Director that requires the approval to be obtained

Nigel Johnson, being a Director, is a related party. Carol Johnson, being Nigel Johnson’s spouse, is also a related party. The Glen Lorne Super Fund is an entity controlled by Nigel Johnson and Carol Johnson and therefore also a related party of the Company.

(e) The issue price of the securities and a statement of the terms of the issue

A$0.06 per Share (being the same issue price as the Tranche 1 Issue Price).

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The Shares are fully paid ordinary Shares of the Company ranking equally with all other ordinary Shares of the Company.

(f) A voting exclusion statement

A voting exclusion statement for Resolution 4 is included in the Notice of General Meeting.

(g) The intended use of the funds raised

The funds raised by the issue of the Shares (being part of the Tranche 2 Share Issue) will partly satisfy the Equity Condition Precedent (explained in more detail in paragraphs 2(d)(ix) and (x)) and will be used in connection with the funding of the development of the Edna May Project.

9 Resolution 7 - Participation by Related Party in Share Issue – Issue of Shares to Glen Lorne Pty Ltd

9.1 General

The subscribers under the Tranche 2 Share Issue will include Glen Lorne Pty Ltd, being an entity related to Nigel Johnson who is a Director of the Company.

Resolution 7 requires Shareholder approval for the issue of 500,000 Shares at a price of A$0.06 per Share to Glen Lorne Pty Ltd, in accordance with Listing Rule 10.11.

9.2 Listing Rule 10.11 approval

Listing Rule 10.11 requires the Company to obtain Shareholder approval in order to issue Shares to a related party (unless an exception applies). Glen Lorne Pty Ltd is a related party of the Company for the purposes of Listing Rule 10.11 and no exception applies.

Listing Rule 7.1 also requires the Company to obtain Shareholder approval in order to issue Equity Securities representing more than 15% of the Company’s Shares on issue (unless one of the exceptions in Listing Rule 7.2 applies). Exception 14 in Listing Rule 7.2 is an issue made with Shareholder approval under Listing Rule 10.11 and provides that if approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

In accordance with Listing Rule 10.13, the notice of meeting to approve the issue of the Shares to a participating Director must include certain information, which information is set out below.

(a) The name of the person

Glen Lorne Pty Ltd

(b) The maximum number of securities to be issued (if known) or the formula for calculating the number of securities to be issued to the person

500,000 Shares in the Company.

(c) The date by which the Company will issue the securities, which must not be more than 1 month after the date of the meeting

The Company intends to issue the Shares within 1 month after the date of the meeting.

(d) If the person is not a Director, a statement of the relationship between the person and the Director that requires the approval to be obtained

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Nigel Johnson, being a Director, is a related party. Glen Lorne Pty Ltd, being an entity controlled by Nigel Johnson, is also related party of the Company.

(e) The issue price of the securities and a statement of the terms of the issue

A$0.06 per Share (being the same issue price as the Tranche 1 Issue Price).

The Shares are fully paid ordinary Shares of the Company ranking equally with all other ordinary Shares of the Company.

(f) A voting exclusion statement

A voting exclusion statement for Resolution 7 is included in the Notice of General Meeting.

(g) The intended use of the funds raised

The funds raised by the issue of the Shares (being part of the Tranche 2 Share Issue) will partly satisfy the Equity Condition Precedent (explained in more detail in paragraphs 2(d)(ix) and (x)) and will be used in connection with the funding of the development of the Edna May Project.

10 Resolution 8 – Participation by Lion Selection in Share Issue – Issue of Shares to Lion Selection

10.1 General

It is proposed that the subscribers under the Tranche 2 Share Issue will include Lion Selection.

Resolution 8 requires Shareholder approval for the issue of the Lion Shares to Lion Selection, in accordance with Listing Rule 10.11.

10.2

Listing Rule 10.11 approval

Listing Rule 10.11 requires the Company to obtain Shareholder approval in order to issue Shares to a related party (unless an exception applies). Lion Selection, being the holder of approximately 50.96% of the issued Shares in the Company and having the capacity to control the Company, is a related party for the purposes of Listing Rule 10.11.

Listing Rule 7.1 also requires the Company to obtain Shareholder approval in order to issue Equity Securities representing more than 15% of the Company’s Shares on issue (unless one of the exceptions in Listing Rule 7.2 applies). Exception 14 in Listing Rule 7.2 is an issue made with Shareholder approval under Listing Rule 10.11 and provides that if approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

In accordance with Listing Rule 10.13, the notice of meeting to approve the issue of the Lion Shares must include certain information, which information is set out below.

(a) The name of the person

Lion Selection.

(b) The maximum number of securities to be issued (if known) or the formula for calculating the number of securities to be issued to the person

250,000,000 Shares in the Company.

(c) The date by which the Company will issue the securities, which must not be more than 1 month after the date of the meeting

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The Company intends to issue the Lion Shares within 1 month after the date of the meeting.

(d) If the person is not a Director, a statement of the relationship between the person and the Director that requires the approval to be obtained

Lion Selection is a related party being the holder of approximately 50.96% of the issued Shares in the Company with the capacity to control the Company.

(e) The issue price of the securities and a statement of the terms of the issue

A$0.06 per Share (being the same issue price as the Tranche 1 Issue Price).

The Lion Shares are fully paid ordinary Shares of the Company ranking equally with all other ordinary Shares of the Company.

(f) A voting exclusion statement

A voting exclusion statement for Resolution 8 is included in the Notice of General Meeting.

(g) The intended use of the funds raised

The funds raised by the issue of the Lion Shares (being part of the Tranche 2 Share Issue) will partly satisfy the Equity Condition Precedent (explained in more detail in paragraphs 2(d)(ix) and (x)) and will be used in connection with the funding of the development of the Edna May Project.

11 Resolution 9 – Ratification of the issue of Shares to Centreline Drilling

11.1 General

(a) Listing Rule 7.1 requires the prior approval of Shareholders for an issue of Equity Securities if the Equity Securities will, when aggregated with all Equity Securities issued by the Company during the previous 12 months, exceed 15% of the number of Equity Securities on issue at the commencement of that 12 month period.
(b) Listing Rule 7.4 provides that an issue of Equity Securities made without approval under Listing Rule 7.1 will be treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and the Shareholders subsequently approve it.

11.2 Resolution 9

Resolution 9 requires Shareholders to ratify and approve the allotment and issue of 3,426,014 Shares to Centreline Drilling, so as to ensure that Listing Rule 7.1 does not limit the Company’s ability to issue further Equity Securities within the 15% annual limit in the next 12 months.

In accordance with Listing Rule 7.5, the following information is provided in relation to the issue of Shares to Centreline Drilling:

(a) Number of securities allotted

An aggregate of 3,426,014 Shares.

(b) Price at which the securities were issued
954,336 Shares were issued at a price of A$0.04192 per Share; and
2,471,678 Shares were issued at a price of A$0.05735 per Share.

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(c) Terms of the securities

The Shares are fully paid ordinary Shares of the Company ranking equally with all other ordinary Shares of the Company.

(d) Names of the allottees or the basis on which allottees were determined

The Shares were allotted to Centreline Drilling.

(e) Use (or intended use) of the funds raised

The Shares were allotted to Centreline Drilling as payment for drilling services provided to the Company for the purposes of the Edna May Project, in order to preserve the Company’s cash reserves.

(f) Voting exclusion statement

A voting exclusion statement for Resolution 6 is included in the Notice of General Meeting.

12 Resolution 10 – Issue of Shares to Lion Selection as underwriter

12.1 General

The Company proposes to offer shareholders the opportunity to subscribe for Shares under a Share Purchase Plan ( SPP ) to raise an amount of at least A$10 million. Shares issued under the SPP will be issued at A$0.06 per Share. Catalpa intends to underwrite all or a portion of the SPP. Lion Selection has indicated that it is prepared to underwrite the first $2m of any shortfall of the SPP.

12.2 Listing Rule 10.11 approval

(a) Listing Rule 10.11 requires the Company to obtain Shareholder approval in order to issue Shares to a related party (unless an exception applies). Lion Selection, being the holder of approximately 50.96% of the issued Shares in the Company and having the capacity to control the Company, is a related party for the purposes of Listing Rule 10.11.

Listing Rule 7.1 also requires the Company to obtain Shareholder approval in order to issue Equity Securities representing more than 15% of the Company’s Shares on issue (unless one of the exceptions in Listing Rule 7.2 applies). Exception 14 of Listing Rule 7.2 is an issue made with Shareholder approval under Listing Rule 10.11 and provides that if approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

(b) The issue of Shares under the Share Purchase Plan (excluding an issue to Lion Selection as the underwriter of the Share Purchase Plan) falls within an exception to Listing Rule 10.12, being Exception 8 of Listing Rule 10.12, provided that (among other things):
The number of Shares to be issued is not greater than 30% of the number of fully paid ordinary Shares already on issue; and
The issue price of the Shares is at least 80% of the average market price for Shares in that class, the average being calculated over the last 5 days on which sales in the Shares were recorded, either before the day on which the issue was announced or before the day on which the issue was made.
(c) The Company has applied to ASX for a waiver of the second requirement in Exception 8 of Listing Rule 10.12, as the issue price of A$0.06 per Share will be less than 80% of the average market price for Shares in that class, the average being calculated over the last 5 days on which sales in the Shares were recorded, either

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before the day on which the issue was announced or before the day on which the issue was made.

(d) The issue of Shares to Lion Selection as the underwriter of the Share Purchase Plan ( Underwriter Issue ) requires Shareholder approval under Listing Rule 10.11, and none of the exceptions apply.

In accordance with Listing Rule 10.13, the following information is provided in relation to the Underwriter Issue:

(i) The name of the person

Lion Selection.

(ii) The maximum number of securities to be issued (if known) or the formula for calculating the number of securities to be issued to the person

33,333,333 Shares in the Company.

(iii) The date by which the Company will issue the securities, which must not be more than 1 month after the date of the meeting

The Company intends to issue the Underwriter Shares within 1 month after the date of the meeting.

(iv) If the person is not a Director, a statement of the relationship between the person and the Director that requires the approval to be obtained

Lion Selection is a related party being the holder of 50.96% of the issued Shares in the Company with the capacity to control the Company.

(v) The issue price of the securities and a statement of the terms of the issue

A$0.06 per Share (being the same issue price as the Tranche 1 Issue Price).

The Underwriter Shares are fully paid ordinary Shares of the Company ranking equally with all other ordinary Shares of the Company.

(vi) A voting exclusion statement

A voting exclusion statement for Resolution 10 is included in the Notice of General Meeting.

(vii) The intended use of the funds raised

Funds raised under the SPP will be used in connection with the funding of the development of the Edna May Project and reduce the amount of funds that Catalpa will need to draw down under the Mezzanine Facility.

(viii) Lion shareholding

Set out below which shows a table setting out Lion Selection’s potential shareholder based on various take up scenarios in relation to the SPP:

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Date	Lion Selection’s shareholding interest in the Company (%)
As at 31 March 2009	50.96%
Upon issue of the shares referred to in Resolution 8	49.31%
If no SPP shares are taken up and Lion Selection subscribes for its full underwriting commitment of A$2 million	50.88%
If A$5 million worth of SPP shares are taken up and Lion Selection subscribes for its full underwriting commitment of A$2 million	47.23%
If A$10 million worth of SPP shares are taken up and Lion Selection is not required to subscribe for its underwriting commitment of A$2 million	42.54%

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Schedule 1 – Glossary

In the Notice of General Meeting and this Explanatory Statement, the following terms have the following meanings unless the context otherwise requires:

A$ means the lawful currency of Australia.

ASX means ASX Limited ABN 98 008 624 691 and where the context permits, the Australian Securities Exchange operated by ASX Limited.

AWST means Australian Western Standard Time.

Annexure means an annexure to this Explanatory Statement.

Bond Facility is defined in paragraph 2(a)(iii) of the Explanatory Statement.

Centreline Drilling means Centreline Drilling Pty Ltd ABN 93 009 420 008 as trustee for the MVE Family Trust trading as Egan Drilling Services.

Company means Catalpa Resources Limited ABN 74 084 669 036.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the directors of the Company.

Drawdown Options is defined in paragraph5.2(b) of the Explanatory Statement.

Edna May Project is defined in paragraph 1(a) of the Explanatory Statement.

Edna May Project Tenements is defined in paragraph 2(d)(ii) of the Explanatory Statement.

Equity Condition Precedent is defined in paragraph 2(d)(ix) of the Explanatory Statement.

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Statement means the explanatory statement to this Notice of General Meeting.

Facilities are defined in paragraph 2(a) of the Explanatory Statement.

General Meeting means the general meeting held pursuant to this Notice of General Meeting.

Hedging Facility is defined in paragraph 2(a)(iv) of the Explanatory Statement.

Lion Selection means Lion Selection Limited ABN 53 123 217 112.

Lion Shares means 250,000,000 Shares to be issued to Lion Selection pursuant to Resolution 8.

Listing Rules means the listing rules of ASX.

Loan Facilities is defined in paragraph 2(d)(ii) of the Explanatory Statement.

MBL means Macquarie Bank Limited ABN 46 008 583 542.

Mezzanine Facility is defined in paragraph 2(a)(ii) of the Explanatory Statement.

Notice of General Meeting means this Notice of General Meeting and includes the Explanatory Statement and Proxy Form.

Offer Letter is defined in paragraph 2(a) of the Explanatory Statement.

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Option means an American style call option to subscribe for a Share in the Company.

Option Exercise Price is defined in paragraph 2(d)(vii).

Option Terms means the terms which apply to each Option, as set out in Annexure A.

Proceeds Account means a Proceeds Account to be established and maintained by the Company with MBL, pursuant to the Offer Letter.

Project Facility is defined in paragraph 2(a)(i) of the Explanatory Statement.

Proxy Form means the proxy form attached to this Notice of General Meeting.

Resolution means a resolution contained in this Notice of General Meeting.

Share means a fully paid ordinary share of the Company ranking equally with all other ordinary shares of the Company.

Share Purchase Plan means a plan under which existing Shareholders may acquire additional Shares at a purchase price of A$0.06 per Share.

Shareholder means a shareholder of the Company.

SPP is defined in paragraph 12.1.

Tranche 1 Issue Price is defined in paragraph 3.2(b) of the Explanatory Statement.

Tranche 1 Shares means the issue of 74,229,326 Shares to the clients of Austock Corporate Finance Pty Limited and Patersons Securities Limited pursuant to the Tranche 1 Share Issue.

Tranche 1 Share Issue is defined in paragraph 2(d)(x)(A) of the Explanatory Statement.

Tranche 2 Shares means the issue of 450,194,007 Shares to the clients of Austock Corporate Finance Pty Limited and Patersons Securities Limited pursuant to the Tranche 2 Share Issue.

Tranche 2 Share Issue is defined in paragraph 2(d)(x)(B) of the Explanatory Statement.

Underwriter Issue is defined in paragraph 12.2(d) of the Explanatory Statement.

Underwriter Shares means 33,333,333 Shares to be issued to Lion Selection pursuant to Resolution 10.

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ANNEXURE A

Option Terms

1 Each Option allows the Holder to subscribe for one fully paid ordinary share in the capital of the Company ( Share ) in accordance with these terms and conditions.
2
The exercise price of each Option is A$0.075 ( Exercise Price ).
3 If the Holder exercises an Option then the Company must issue a Share to the Holder, free of any Lien, on the terms set out in these Option Terms.
4 The Options are exercisable:
(a) from time to time prior to 5pm (Perth time) on 31 March 2014 ( Expiry Date );
(c) by lodging at the registered office of the Company an exercise notice in the form attached to this certificate ( Exercise Notice ) accompanied by the payment of the purchase price for the Options (being the Exercise Price multiplied by the number of Options the subject of the Exercise Notice, the Purchase Price ).
5 There are no participating rights or entitlements inherent in the Options until those Options are exercised and Shares are issued in accordance with these Option Terms.
6 In the event of any reorganisation (including consolidation, subdivision, reduction, cancellation or return) of the issued capital of the Company, the Options are to be reorganised in a manner required by the listing rules or regulations of the ASX Limited ( ASX Listing Rules ) on a reorganisation of capital (irrespective of whether the Company is or is not listed).
7 Shares allotted and issued pursuant to the exercise of Options will be allotted and issued by the Company within 3 Business Days after receipt by the Company of both a properly executed Exercise Notice in accordance with paragraph 4 above and payment of the Purchase Price for those Shares. The Company will also issue within this period a replacement Option Certificate to the holder for the balance of any unexercised Options.
8 Application will not be made to the ASX Limited ( ASX ) for official quotation of the Options.
9 All Shares issued upon exercise of any Option will rank pari passu in all respects with the Company’s then issued Shares and will be entitled to all dividends declared by the board of the Company in respect of shares of the same class as the Shares after the day the Company has received an Exercise Notice and has received all of the Purchase Price.
10 The Company will apply within 10 Business Days of the Holder having exercised any Options (or earlier if required by the ASX Listing Rules) for official quotation with the ASX for all Shares issued upon exercise of any such Options.
11 The Company will give the Holder at least 14 Trading Days (as that term is defined in the ASX Listing Rules) written notice for any new issues of Shares or other securities of the Company which is being extended to all shareholders of the Company before the record date for determining entitlements to the issue in accordance with the ASX Listing Rules ( Record Date ).
12 The Holder will be entitled to participate in new securities offered to all shareholders in the Company to the extent that it has exercised its Options prior to the Record Date for the new issue.

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13 If there is a bonus issue to holders of Shares prior to the Expiry Date, the number of Shares over which Options are exercisable will be increased in accordance with ASX Listing Rule 6.22.3.
14 In the event of a pro-rata issue of capital of the Company (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment), the number of Shares over which the Options exist and the Exercise Price for each Option will be adjusted in accordance with the ASX Listing Rules.
15 To the extent that any provision of these Option Terms, an Option Certificate (or any replacement certificate) is inconsistent or different in any way from any provision of the ASX Listing Rules in respect of options to subscribe for ordinary shares in companies listed on the ASX, the ASX Listing Rules prevail.
16 The Options are transferable.
17 In these Option Terms:

Company means Catalpa Resources Limited ABN 74 084 669 036.

Holder means the holder of an Option.

Lien means any security interest, lien, mortgage, deed of trust, pledge, charge, assignment, hypothecation or other agreement or arrangement having the effect of conferring or creating a security interest.

Option means an American styled call option for the purchase of one Share.

Option Certificate means an option certificate issued by the Company to a Holder.

Share means one fully paid ordinary share in the issued capital of the Company (and Shares shall be construed accordingly).

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PROXY FORM

Catalpa Resources Limited ABN 74 084 669 036

I/We (name of shareholder) ________

of (address) ______________

being a member/members of Catalpa Resources Limited entitled to attend and vote at the General Meeting HEREBY APPOINT

(name) ____________

or failing that person or, if no person is named, the Chairman of the General Meeting as my/our proxy to vote for me/us and on my/our behalf in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the General Meeting of the Company to be held at The Celtic Club, 48 Ord Street, West Perth, WA 6005 on 8 May 2009 at 10.30am, and at any adjournment of the meeting.

Voting directions to your proxy – please mark to indicate your directions.

Resolution	For	Against	Abstain*
1. Ratification of the issue of Shares to clients of Austock Corporate Finance Pty Limited and Patersons Securities Limited
2. Issue of Shares to clients of Austock Corporate Finance Pty Limited and Patersons Securities Limited
3. Issue of Options to MBL
4. Issue of Shares to John Rowe and Julia Evelyn Rowe as trustee for the Rowe Family Super Fund
5. Issue of Shares to Mrs Deborah McFadzean
6. Issue of Shares to Nigel Lloyd Johnson and Carol Lynda Johnson as trustee for the Glen Lorne Superannuation Fund
7. Issue of Shares to Glen Lorne Pty Ltd
8. Issue of Shares to Lion Selection
9. Ratification of the issue of Shares to Centreline Drilling
10. Issue of Shares to Lion Selection as underwriter

OR

In relation to the Resolutions, if the Chairman of the General Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of the Resolutions, please place a mark in the box.

By marking this box, you acknowledge that the Chairman of the General Meeting may exercise your proxy even if he has an interest in the outcome of the Resolutions and that votes cast by the Chairman of the General Meeting for those resolutions other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on the Resolutions and your votes will not be counted in calculating the required majority if a poll is called on the Resolutions.

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If you mark the Abstain box for a particular item, you are directing your proxy_ _not* to vote on your behalf on a show of hands or on a poll and your votes will be not be counted in computing the required majority on a poll.

This Proxy is appointed to represent _% of my voting right, or if 2 proxies are appointed Proxy 1 represents __% and Proxy 2 represents ____% of my total votes. The Chairman of the Meeting intends to vote undirected proxies in favour of each Resolution. PLEASE SIGN HERE: This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

==> picture [459 x 98] intentionally omitted <==

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

Signed this day of 2009
Individual or Shareholder 1 Shareholder 2 Shareholder 3
Sole Director and Director Director/Company
Secretary
Sole Company Secretary
----- End of picture text -----

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INSTRUCTIONS FOR APPOINTMENT OF PROXY

A Shareholder entitled to attend and vote at the General Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxies must be allocated a proportion of the Shareholder’s voting rights (by inserting the percentage in the appropriate box on the form). If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
A duly appointed proxy need not be a Shareholder of the Company. In the case of joint holders, all must sign.
A proxy may decide whether to vote on any motion or resolution, except where the proxy is required by law or the appointing company’s constitution to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed how to vote on an item of business, the proxy may vote on that item only in accordance with that direction. If a proxy is not directed how to vote on an item of business, a proxy may vote as he or she thinks fit. If a Shareholder appoints the Chairman of the General Meeting as the Shareholder’s proxy and does not specify how the Chairman is to vote on an item of business, the Chairman will vote, as proxy for that Shareholder, in favour of the item on a poll.
The Chairman of the General Meeting will be John Rowe.
Corporate Shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
(i) two directors of the company;
(ii) a director and the company secretary of the company; or
(iii) for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

Completion of a proxy form will not prevent individual Shareholders from attending the General Meeting in person if they wish. Where a Shareholder completes and lodges a valid proxy form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the shareholder is present at the General Meeting.
Where a proxy form or form of appointment of corporate representative is lodged and is executed under a power of attorney, the power of attorney must be lodged in like manner as this proxy.
To vote by proxy, please complete and sign the proxy form enclosed and either:
(i) return the proxy form by personal delivery or courier to Catalpa Resources Limited, Level 1, 9 Havelock Street, West Perth, WA 6872;
(ii) send the proxy form by post to Catalpa Resources Limited, P.O Box 1300, West Perth WA 6872; or

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(iii) send the proxy form by facsimile to Catalpa Resources Limited on facsimile number (08) 9321-8804 (or international +61 8 9321-8804),

so that it is received not later than 10.30 am on 6 May 2009.

Proxy forms received later than this time will be invalid.