EVOLUTION MINING LIMITED — Transaction in Own Shares 2010

Jan 20, 2010

Rule 3.8A

Appendix 3C

Announcement of buy-back (except minimum holding buy-back)

Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/9/99. Origin: Appendix 7B. Amended 13/3/2000, 30/9/2001, 11/01/10

Name of entity Catalpa Resources Limited	ABN/ARSN
Catalpa Resources Limited	ABN 74 084 669036

We (the entity) give ASX the following information.

Information about buy-back

1Type of buy-back2+Class of shares/units which isthe subject of the buy-back(eg,ordinary/preference)3Voting rights(eg, one for one_)_4Fully paid/partly paid(and ifpartly paid, details of how muchhas been paid and how much isoutstanding)5Number of shares/units in the+class on issue6Whether shareholder/unitholderapproval is required for buy-back	Selective buy-back
	Ordinary shares
	One for one
	Fully paid
	194,581,040
	Shareholder approval is required

• See chapter 19 for defined terms.

11/01/2010 Appendix 3C Page 1

• 7 Reason for buy-back

The buy-back has been proposed as a result of the merger of Catalpa Resources Limited (Company) and Lion Selection Limited on 10 December 2009. As a result of the merger, Auselect Limited (Auselect), which holds 49,922,703 shares in the Company, became a wholly-owned subsidiary of the Company. Section 259D of the Corporations Act provides that if a company obtains control of an entity that holds shares in the company, then, within 12 months, the entity must cease to hold the shares or control the entity. Accordingly, the Company proposes to buyback Auselect’s shares for nil consideration on the terms set out in an agreement between the Company and Auselect.

• For further details of the buy-back, please refer to the explanatory memorandum accompanying the notice of meeting dated 20 January 2010.

• 8 Any other information material No to a shareholder’s/unitholder’s decision whether to accept the offer (eg, details of any proposed takeover bid)

On-market buy-back

• 9 Name of broker who will act on N/A the company’s behalf

• 10 Deleted 30/9/2001. 11 If the company/trust intends to N/A buy back a maximum number of shares - that number Note: This requires a figure to be included, not a percentage.

	12If the company/trust intends tobuy back shares/units within aperiod of time - that period oftime;ifthecompany/trustintends that the buy-back be ofunlimitedduration-thatintention13If the company/trust intends tobuybackshares/unitsifdii h	N/A	N/A
		N/A
	contonsaremet-toseconditions

Employee share scheme buy-back14Number of shares proposed to bebought backN/A15Price to be offered for sharesN/ASelective buy-back16Name of person or description ofclass of person whose shares areproposed to be bought backAuselect Limited17Number of shares proposed to bebought back49,922,70318Price to be offered for sharesNil considerationEqual access scheme19Percentage of shares proposed tobe bought backN/A20Total number of shares proposedto be bought back if all offers areacceptedN/A21Price to be offered for sharesN/A	Employee share scheme buy-back14Number of shares proposed to bebought backN/A15Price to be offered for sharesN/ASelective buy-back16Name of person or description ofclass of person whose shares areproposed to be bought backAuselect Limited17Number of shares proposed to bebought back49,922,70318Price to be offered for sharesNil considerationEqual access scheme19Percentage of shares proposed tobe bought backN/A20Total number of shares proposedto be bought back if all offers areacceptedN/A21Price to be offered for sharesN/A
	N/A
	N/A
	Auselect Limited49,922,703Nil considerationN/AN/AN/A
	N/A

• See chapter 19 for defined terms.

11/01/2010 Appendix 3C Page 3

22 +Record date for participation in N/A offer Cross reference: Appendix 7A, clause 9.

Compliance statement

1. The company is in compliance with all Corporations Act requirements relevant to this buy-back.

or, for trusts only:

1. The trust is in compliance with all requirements of the Corporations Act as modified by Class Order 07/422, and of the trust’s constitution, relevant to this buy-back.

2. There is no information that the listing rules require to be disclosed that has not already been disclosed, or is not contained in, or attached to, this form.

Sign here: ............................................................ Date: 20 January 2010. ( Director /Company secretary)

Print name: .GRAHAM ANDERSON............