EVOLUTION MINING LIMITED — Regulatory Filings 2011

Oct 17, 2011

No:

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ASX Circular

CATALPA RESOURCES LIMITED / CONQUEST MINING LIMITED

Date: 18 October 2011

Key topics

1. Catalpa Resources Limited

2. Scheme of Arrangement

3. ASX Code: CAH

Reading List

Client Advisers

Shares held. Compliance Managers Corporate Advisory DTR Operators Issuers Institutions

ASTC Participants Operations Managers (back office) ACH Participants Market Participants

Authorised by Mauro Piccini Contact

Mauro Piccini

Telephone

(08)9224 0000

ASX Limited ABN 98 008 624 691 Exchange Centre 20 Bridge Street Sydney NSW 2000 PO Box H224 Australia Square NSW 1215

Shareholders in Catalpa Resources Limited (the “Company”) voted in favour of the Scheme of Arrangement (the “Scheme”) giving effect to the merger with Conquest Mining Limited (“Conquest”), at a meeting held on 14 October 2011. The Scheme was approved by the Federal Court of Australia on 17 October 2011.

Under the Scheme, the Company will acquire all shares in Conquest in exchange for issuing 0.3 New Company Shares for each Conquest share. The merged entity will be renamed Evolution Mining Limited (“EVN”). The Company (through its wholly owned subsidiaries) will purchase 70% of the Cracow gold project and 100% of the Mt Rawdon gold project from Newcrest Mining Limited (“Newcrest”) in exchange for New Catalpa Shares, giving Newcrest an initial interest in Evolution Mining of 38%.

The following timetable applies to the Scheme:

18 October 2011	Scheme becomes effective.
	Last day of trading in Conquest shares.
19 October 2011	New Catalpa shares to be issued as consideration under the
	Scheme (“New Catalpa Shares”) commence trading on
	deferred settlement basis.
25 October 2011	Scheme record date – date for determining Conquest
	shareholders who will participate in the Scheme (“Scheme
	Participants”).
2 November 2011	Implementation of Scheme – Conquest shares transferred to
	Catalpa and New Catalpa Shares issued to Scheme
	Participants;
	 Completion of Asset Purchase and Share Issue
	 Despatch of holding statements for Scheme
	Consideration.
3 November 2011	New Catalpa Shares start normal T+3 trading.

For further information please refer to the Company’s recent announcements, including the scheme booklet released on ASX on 13 September 2011.

Internet: http://www.asx.com.au

No responsibility is accepted for any inaccuracies contained in the matter published.

ASX Circular

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