EVOLUTION MINING LIMITED — Regulatory Filings 2011

Oct 16, 2011

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17 October 2011

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

EXECUTION OF UNDERWRITING AGREEMENT FOR ENTITLEMENT OFFER

Catalpa Resources Limited (ASX: CAH) ("Catalpa") notes the announcement by Conquest Mining Limited (ASX: CQT) ("Conquest") earlier today that the Federal Court of Australia has approved a scheme of arrangement to give effect to the merger of equals between Conquest and Catalpa ("the Scheme").

One of the conditions of the Scheme required Catalpa to execute an underwriting agreement in relation to the entitlement offer (“Offer”) which it proposes to undertake shortly following implementation of the Scheme and completion of the concurrent purchase of Newcrest Mining Limited's interest in the Cracow and Mt Rawdon gold projects.

Catalpa has executed an underwriting agreement with Goldman Sachs & Partners Australia Pty Ltd (“Goldman Sachs”) and Macquarie Capital (Australia) Limited (“Macquarie”) (together, "the Underwriters") in relation to the Offer.

ASX Code: CAH

Shares on issue: 178,942,919 Share Price Current:

A$1.74 (14 October 2011) 12 month range: A$2.18 (high) - A$1.25 (low) Market Capitalisation: A$310m

Board of Directors

Mr Peter Maloney Non Exec Chairman Mr Bruce McFadzean MD and CEO Mr John Rowe Non Exec Director Mr Barry Sullivan Non Exec Director Mr Graham Freestone Non Exec Director Mr Murray Pollock Non Exec Director

Structure of Offer

Senior Management

The Offer will be a renounceable, pro rata offer of new shares by Catalpa (to then be known as “Evolution Mining”) to raise approximately $150 million.

The Offer will have an accelerated institutional component, and renounced entitlements will be sold via institutional and retail bookbuilds.

The Offer will be made to retail shareholders in Australia and New Zealand and may extend to institutional investors in selected foreign jurisdictions.

Mr Bruce McFadzean MD and CEO Erik Palmbachs CFO & Company Secretary Stuart Pether COO Adrian Pelliccia Manager Bus Dev John Winterbottom Manager Geology John Fraser GM – Edna May Raelene Wyatt Manager HR

Offer price

The Offer price, and the ratio of new shares for existing shares under the Offer, has not yet been determined. Evolution Mining and the Underwriters will agree these matters closer to the time of launch of the Offer.

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Underwriting

Goldman Sachs and Macquarie will act as joint underwriters, bookrunners and lead managers of the Offer. It is intended that Investec Bank (Australia) Limited will co-manage the Offer.

At the request of Evolution Mining, Newcrest Mining Limited (“Newcrest”) will renounce its entitlements in the Offer. The Newcrest entitlements which BlackRock Investment Management (UK) Limited and Baker Steel Capital Managers LLP have committed to take up under the institutional bookbuild will not be underwritten by the Underwriters. These entitlements have an aggregate value of approximately $50 million, representing the majority of Newcrest’s entitlements (which have a total value of approximately $57 million).

Conditions and termination events

As is customary, the underwriting agreement contains a number of conditions and termination rights for the benefit of the Underwriters. These will be summarised in the Offer booklet to be sent to retail shareholders following completion of the institutional component of the Offer.

Timetable

The Offer is expected to launch before 16 November 2011. Full details of the timetable for the Offer will be announced when the Offer is launched.

For further information please contact:

Bruce McFadzean

Managing Director and CEO Catalpa Resources Limited Tel +61-8-6216-9700

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. Neither the entitlements nor the new shares to be issued under the Offer have been, or will be, registered under the U.S. Securities Act of 1933 (“the Securities Act”) or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States, unless they have been registered under the Securities Act, or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws.

Neither this announcement nor any other documents relating to the Offer may be sent or distributed to persons in the United States.

This announcement contains certain forward looking statements. Forward looking statements should or can generally be identified by the use of forward looking words such as “expect”, “will”, “propose”, “may”, and other similar expressions within the meaning of securities laws of applicable jurisdictions. Indications of, and guidance or outlook on, future earnings, distributions or financial position or performance are also forward looking statements. The forward looking statements contained in this announcement involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of Evolution Mining, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. There can be no assurance that actual outcomes will not differ materially from these forward looking statements.

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