EVOLUTION MINING LIMITED — Regulatory Filings 2011

Oct 16, 2011

ABN 33 009 232 277

==> picture [259 x 39] intentionally omitted <==

==> picture [593 x 26] intentionally omitted <==

17 October 2011

The Company Announcements Office Australian Securities Exchange Level 4, 20 Bridge St SYDNEY NSW 2000

FEDERAL COURT APPROVES SCHEME OF ARRANGEMENT

Conquest Mining Limited (ASX: CQT) (“Conquest”) is pleased to announce that, earlier this morning, the Federal Court of Australia made orders (“Court Orders”) approving a scheme of arrangement to give effect to the merger between Conquest and Catalpa Resources Limited (“Catalpa”) (“the Scheme”).

As announced by Conquest on 14 October 2011, the Scheme was overwhelmingly supported by Conquest shareholders. Likewise, Catalpa shareholders overwhelmingly supported the concurrent purchase of Newcrest Mining Limited’s interests in the Cracow and Mt Rawdon gold projects (“Asset Purchase”), approving the issue of shares by Catalpa as consideration for these interests (“Share Issue”).

The Court Orders will be lodged with the Australian Securities and Investments Commission tomorrow, making the Scheme effective under the Corporations Act 2001 (Cth).

Upon the Scheme becoming effective, Nicholas Curtis, Douglas Stewart and Richard Krasnoff will resign as directors of Conquest. Conquest thanks them for their contribution to the company and their key role in seeing Conquest grow from a company with one development asset 18 months ago, to a participant in a transaction that will create Evolution Mining, a leading mid-cap gold producer with annual production of more than 300,000 ounces spread across four wholly owned mines.

Conquest will now work with Catalpa and Newcrest Mining Limited to implement the Scheme and Asset Purchase. It is expected that the implementation process will take place as follows:

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
		Catalpa name change to “Evolution Mining” (ASX: EVN)
3 November 2011		New Catalpa Shares start normal T+3 trading
Before 16 November 2011		Launch of renounceable entitlement offer by Evolution
		Mining to raise approximately $150 million

Conquest will announce any changes to the above timetable via ASX and its website.