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EVOLUTION MINING LIMITED Regulatory Filings 2011

Oct 13, 2011

64885_rns_2011-10-13_79532931-fa69-431b-a9de-d17a5b791fa3.pdf

Regulatory Filings

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ABN 33 009 232 277

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14 October 2011

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

RESULTS OF SCHEME AND GENERAL MEETINGS

Conquest Mining Limited (ASX: CQT) (“Conquest”) held two shareholder meetings this morning: a scheme meeting to vote on the proposed merger with Catalpa Resources Limited (“Catalpa”) (“the Merger”) and a general meeting to vote on resolutions related to the proposed merger and certain other resolutions (together, “the Meetings”).

All resolutions were passed at the Meetings. Details of the votes cast on each resolution are attached to this announcement, in accordance with listing rule 3.13.2 and section 251AA(2) of the Corporations Act 2001 (Cth).

For the Merger (and the broader transaction of which the Merger forms part) to be implemented, Catalpa shareholders must pass a resolution at an extraordinary general meeting to be held at 1pm (Sydney time) today (“the Catalpa Meeting”). That resolution relates to the issue of shares to Newcrest Mining Limited (“Newcrest”) as consideration for the purchase of Newcrest’s interest in the Cracow and Mt Rawdon gold projects in Queensland.

An announcement will be made following the Catalpa Meeting in relation to the results of the votes taken at that meeting.

Yours faithfully

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Evan Elstein Company Secretary

Conquest Mining ASX Release

RESULTS OF SCHEME AND GENERAL MEETINGS

Details of the Votes Cast on Each Resolution

Scheme Meeting Total Total Total Abstained
For Against
“That, pursuant to and in accordance with section 411 of the Votes 358,574,212
3,150,345

361,724,557

46,826
Corporations Act 2001 (Cth), the proposed scheme of arrangement
between the Company and the holders of its fully paid ordinary
shares, the terms of which are contained and more particularly
described in the scheme booklet of which this notice forms part, is
% Votes
Holders
99.13%
671

0.87%

36

100%

707


6
approved (with or without modification as approved by the Federal
Court of Australia).” % Holders 94.91%
5.09%

100%
Scheme Meeti ng
Total Total Total Ab stained
For Against
“That, pursuant to and in accordance with section 411 of the
Corporations Act 2001 (Cth), the proposed scheme of arrangement
between the Company and the holders of its fully paid ordinary
shares, the terms of which are contained and more particularly
described in the scheme booklet of which this notice forms part, is
approved (with or without modification as approved by the Federal
Court of Australia).”
358,574,212
3,150,345

361,724,557

46,826
Votes
% Votes 99.13%
0.87%

100%
Holders 671
36

707

6
u pp y
% Holders 94.91%
5.09%

100%
General Meeting ng
Total Total Total Ab stained
For Against
“That, for the purpose of section 208 of the Corporations Act, rule
10.11 of the Listing Rules and for all other purposes, the Company
issue the Tranche 1 Non-dilution Rights Options to the Trustee, to be
held on behalf of Jake Klein, on the terms more particularly described
in the scheme booklet of which this notice forms part.”
275,934,180
70,275,652
346,209,832
1,369,093
Votes
79.70%
20.30%

100%

% Votes
“That, for the purpose of section 208 of the Corporations Act, rule
10.11 of the Listing Rules and for all other purposes, the Company
issue the Tranche 2 Non-dilution Rights Options to the Trustee, to be
held on behalf of James Askew, on the terms more particularly
described in the scheme booklet of which this notice forms part.”
275,718,180
70,275,652
345,993,832
1,581,093
Votes


, y
heme booklet of which this notice forms part.”
% Votes 79.69%
20.31%

100%
“That, for the purpo
10.11 of the Listing
issue the Tranche
held on behalf of N
described in the sc
se of section 208 of the Corporations Act, rule
Rules and for all other purposes, the Company
3 Non-dilution Rights Options to the Trustee, to be
icholas Curtis, on the terms more particularly
heme booklet of which this notice forms part.”
242,071,215 103,888,902 345,960,117
1
,581,093
Votes
69.97%
30.03%

100%
% Votes
“That, for the purpo
other purposes, the
of Majority Options
subject to, and in a
Options Offers, as
of which this notice
se of rule 6.23.2 of the Listing Rules and for all
Company cancel the Majority Options the subject
Offers accepted by Majority Optionholders,
ccordance with, the terms of the relevant Majority
more particularly described in the scheme booklet
forms part.”
335,793,028
8,359,994
344,153,022 826,729
Votes
97.57%
2.43%

100%
% Votes
“That, for the purpose of rules 6.23.2 and 10.11 of the Listing Rules
and for all other purposes, the Company cancel the Minority Options
and issue the Minority Options Consideration to the Trustee, to be
held on behalf of the Interested Directors, subject to, and in
accordance with, the terms of the Minority Options Offers, as more
particularly described in the scheme booklet of which this notice
forms part.”
337,625,814
7,178,606
344,804,420
Votes
97.92%
2.08%

100%
% Votes