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EVOLUTION MINING LIMITED — Capital/Financing Update 2010
Mar 16, 2010
64885_rns_2010-03-16_8fb2cc82-1ccd-4136-852e-7e8a632ac872.pdf
Capital/Financing Update
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16 March 2010
The Manager Company Announcements O f fice ASX Limited
NOTICE TO OPTION HOLDERS
Find attached the mailed o u t to Catalpa Resources Limited Option H olders on the Renounceable Entitlement Offer.
Yours faithfully
Leonard Math Company Secretary Catalpa Resources Limited
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16 March 2010
Not for release or distribution in the United States
Dear Optionholder
Catalpa Resources Limited - Renounceable Entitlement Offer
Catalpa Resources Limited ( Catalpa ) is pleased to announce that it will be undertaking a fully underwritten 1 for 19 renounceable entitlement offer of fully paid ordinary shares in Catalpa ( New Shares ) at a price of A$1.25 per each New Share ( Entitlement Offer ) to raise approximately A$10 million.
Catalpa is also undertaking a placement to investors exempt from disclosure under Chapter 6D of the Corporations Act 2001 (Cth) ( Corporations Act ) utilising Catalpa’s capacity under ASX Listing Rule 7.1 ( Placement ).
The funds raised under the Entitlement Offer and the Placement will be used to:
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accelerate resource definition and exploration drilling at Catalpa’s Edna May Project;
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facilitate a debt restructure with Macquarie Bank Limited; and
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provide a working capital buffer during commissioning of the Edna May Project.
The Entitlement Offer price of A$1.25 per New Share represents a:
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7.0 cent discount to the Placement price of A$1.32 per New share;
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16.1% discount to the closing price of Catalpa shares on 11 March 2010; and
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10.6% discount to the 20 day volume weighted average price (VWAP) and a 15.0% discount to the theoretical ex rights price (after also adjusting for the Placement).
The purpose of this letter is to give you the notice in order to allow you to participate in the Entitlement Offer in respect of your options should you wish to do so.
In order to be eligible to participate in the Entitlement offer in respect of your options, you need to:
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1 ensure that you will be an “Eligible Shareholders” (as described in the Offer Booklet lodged by Catalpa on ASX) ( Eligible Shareholder ); and
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2 complete a Notice of Exercise of Options and lodge that notice with Security Transfer Registrars, together with your payment for the number of shares you wish to take up. Notice of exercise of your options and payment of the exercise price of options should be received by Security Transfer Registrars Pty Ltd on or before 4 pm Perth time on Friday 26 March 2010 as option holders lodging notices of exercise after that date cannot be assured of the allotment of shares by the Record Date.
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The following documents h ave been lodged on ASX in respect of the Entitlem e nt Offer:
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ASX announce m ent;
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Investor Presen t ation;
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Notice under se c tion 708AA(2)(f) of the Corporations Act; and
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Offer Booklet,
( Offer Documents ).
Before deciding whether t o exercise any or all of your options, you should rea d the Offer Booklet, ASX announcement and Investor Presentation in their entir e ty and, if any doubt, consult your stock broker or other professional advisor. Thi s letter is only intended to i n form you of your rights in relation to your options.
If you do not wish to parti c ipate in the Entitlement Offer you do not need to ta k e any action.
Yours sincerely
Leonard Math Company Secretary Catalpa Resources Limited
NOT FOR RELEASE OR DIST R IBUTION IN THE UNITED STATES
This letter has been prepared for publication in Australia and may not be released or distributed i n the United States. This letter does not constitute an offer to sell, or a solicitation of an offer to bu y , securities in the United States o r any other jurisdiction. Any securities described in this letter hav e not been, and will not be, regist e red under the US Securities Act of 1933 (as amended) and may not be offered or sold in the United S tates except in transactions exempt from, or not subject to, the registration of the US Securities Act and applicable US state securities laws. Neither Catalpa no r any other person warrants or gu a rantees the future performance of the shares to be issued unde r the Entitlement Offer or any return on any investment made pursuant to the Entitlement Offer. This letter contains certain “forward-lookin g statements”. Forward looking words such as, “expect”, “should ” , “could”, “may”, “predict”, “plan”, “ will”, “believe”, “forecast”, “estimate”, “target” and other similar expressions are intended to ide n tify forward-looking statements within the meaning of securities l a ws of applicable jurisdictions. Indic a tions of, and guidance on, future earnings and financial position a nd performance are also forward-lo o king statements. Forward-looking statements, opinions and estimates provided in the inform a tion in this letter are based on assumptions and contingencies which are subject to change wit h out notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward-looking statements including forecasts, projections, guidance on future earnings and estimates including resource a n d reserve estimates are provided a s a general guide only and should not be relied upon as an indication or guarantee of future performance. Such forward-looking statements only speak as to the date of this letter and Catalpa a s sumes no obligation to update such information. They are subje c t to known and unknown risks, uncertainties and assumptions, many of which are outside the control of Catalpa and the board of direct o rs of Catalpa, which could cause actual results, performance or achievements to differ materiall y from future results, performance or achievements expressed or implied by any forward-looking statements in this letter. This letter is for information purposes onl y and is not financial product or in v estment 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 in v estment decision prospective investors should read the Offer Documents in their entirety and c onsider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek legal and taxation advice appropriat e to their jurisdiction. Catalpa is not l i censed to provide financial product advice in respect of Catalpa shares. This letter does not con s titute an offer, invitation or recommendation to subscribe for or purchase any security and neith e r this letter nor anything contained in it shall form the basis of a n y contract or commitment.