EVOLUTION MINING LIMITED — Regulatory Filings 2011

Oct 13, 2011

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14 October 2011

Manager Announcements Company Announcements Office ASX Limited Level 4 20 Bridge Street Sydney NSW 2000

Dear Sir/Madam,

EXTRAORDINARY GENERAL MEETING - CHAIRMAN’S ADDRESS AND MANAGING DIRECTOR’S PRESENTATION

Please note the following attachments presented at today’s Extraordinary General Meeting.

• Chairman’s Address

• Managing Director’s Presentation

Yours sincerely

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Erik Palmbachs Chief Financial Officer and Company Secretary Catalpa Resources Limited

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CATALPA RESOURCES LIMITED EXTRAORDINARY GENERAL MEETING 10:00am 14 October 2011 Rydges Perth, Western Australia

CHAIRMAN’S ADDRESS

The 2011 financial year was a transformational year for Catalpa.

Firstly, the Company successfully completed the ramp up of our Edna May Gold Operations, ending the June quarter performing in line with our production targets. And secondly, Catalpa agreed to a merger transaction to create one of Australia’s leading mid-tier, growth-focused and asset diversified gold companies – the reason for our Meeting here today.

On 15 June 2011, Catalpa announced an all-scrip merger of equals with Conquest Mining Limited and the concurrent acquisition from Newcrest Mining Limited of the remaining 70 per cent interest in the Cracow gold mine and 100 per cent of the Mt. Rawdon gold mine, to form the new company which, with Catalpa shareholder approval today, will be called “Evolution Mining Limited”.

As outlined in the Explanatory Memorandum, that all Catalpa shareholders would have received in mid-September, the Transaction to form Evolution Mining is to be implemented by two separate but inter-conditional steps:

• a scheme of arrangement under which Catalpa will acquire all the shares in Conquest in exchange for 0.3 New Catalpa Shares for each Conquest Share; and

• the acquisition by Catalpa of Newcrest’s 70% interest in Cracow and its 100% interest in Mt Rawdon, in exchange for New Catalpa Shares;

Together these steps comprise the Transaction. The first step, namely the scheme, is subject to Conquest shareholder approval, while the Newcrest share issue is subject to Catalpa shareholder approval, the subject of Resolution 1 today. If both of these steps are approved, it is intended that the Transaction will be implemented on or about 2 November 2011.

Assuming a favourable outcome for both shareholder votes today and successful implementation of the transaction, it is proposed that Evolution Mining will undertake a renounceable pro-rata Rights Offer to raise approximately $150 million to strengthen Evolution Mining’s balance sheet and increase its financial flexibility in order to progress development and exploration plans and pursue additional growth opportunities.

The Catalpa Board believes that the Transaction is highly compelling and provides a number of benefits to Catalpa Shareholders:

• Firstly, Evolution Mining will have a proven entrepreneurial and experienced management team with highly complementary skill sets and a strong mandate to grow Evolution Mining, including a board of eight directors with Jake Klein as Executive Chairman and Bruce McFadzean as Managing Director and Chief Executive Officer;

• Secondly, it provides access to a larger and more diversified portfolio of assets combining four gold mines which collectively produced approximately 303,000 ounces of gold in FY2011 and one development asset;

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• Thirdly, Evolution Mining will have a stable production platform with organic growth opportunities forecast to increase production to between 335,000 and 375,000 ounces of gold in FY2012 and between 410,000 and 465,000 ounces of gold equivalent in FY2013;

• Fourthly, you will be holding an interest in a Company with Newcrest as a supportive major shareholder with approximately 33% of the shares on issue following the proposed Rights Offer;

• Fifthly, the Company’s strengthened financial platform will assist Evolution Mining in pursuing growth opportunities, with an expected cash position following the Rights Offer of approximately $165 million and an expected debt position of approximately $48 million; and

• Finally, the Company will benefit from enhanced scale and increased market presence as a top 5 ASX-listed gold producer by FY2011 production and top 10 by market capitalisation. As a result, the Transaction is also expected to provide greater liquidity and increased broker coverage.

For these reasons your directors unanimously support the Transaction, in the absence of any superior proposal, and recommend that you vote in favour of the four Resolutions at today’s Meeting. This view was supported by Grant Samuel, the Independent Expert, who concluded that the Transaction was in Catalpa shareholders’ best interests (please refer to the Explanatory Memorandum or our website for further details of Grant Samuel’s report). Each Catalpa director intends to vote the Catalpa Shares he holds or controls in favour of each Resolution.

On shareholders’ behalf I would like to thank our management team and all of our employees, contractors and service providers for their contributions in getting to this significant event, and for their ongoing commitment to Catalpa.

Thank you also, to you, our shareholders, for your ongoing support. We are excited for the future of Evolution Mining, and look forward to delivering on the new Company’s vision and maximising shareholder value in FY2012 and the coming years.

MANAGING DIRECTOR’S PRESENTATION

Ladies and Gentleman, today is a very significant and exciting day in the history of our company. Catalpa shareholders have the ability to cast their vote today on the Newcrest share issue which will determine if the overall transaction proceeds and whether or not Catalpa and Conquest are transformed to create a leading, growth focused Australian gold company, Evolution Mining.

If approved by you, the transaction will result in a leading, growth-focused Australian mid-cap gold producer. Evolution Mining will have a diversified portfolio combining four mines: Edna May, Cracow, Pajingo and Mt Rawdon producing over 300, 000 oz per annum today, and a growth asset, Mt Carlton, which combined are forecast to produce over 400,000 ounces of gold in financial year 2013.

Beyond what it offers today, Evolution Mining has significant exploration and development growth prospects.

With current production in excess of 300,000 oz per annum, Evolution Mining will be one of the largest ASX-listed gold companies by production. It will also have one of the strongest growth profiles of mid-cap gold companies. Production is expected to increase from FY2011 levels by between 35% and 54% by 2013.

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Through our producing asset base, our development assets, being Mt Carlton as well as our Edna May underground development, and exploration potential, Evolution Mining has a strong and defined growth profile. Each of our existing portfolio assets has further exploration potential, amounting to more than 2,700 km[2] of additional exploration licences.

Evolution Mining will also have a strong financial platform for this growth. It is expected that, immediately after completion of the Rights Offer, Evolution Mining will have 30 June 2011 pro forma cash of approximately $165 million and modest debt of approximately $48 million, ensuring the company will be funded to capitalise on the significant growth opportunities available to it.

Of course, today is only the beginning of Evolution Mining. Beyond its immediate market repositioning we expect transformational value creation for shareholders through the development of Evolution Mining’s asset base and exploration projects and strategic acquisitions and investments.

Following the Transaction, the composition of the Catalpa Board will be changed to reflect the new shareholder base of Evolution Mining.

Evolution Mining will have a board of eight directors, three of whom are existing Catalpa Directors, three of whom are members of the current Conquest Board and two of whom are directors nominated by Newcrest.

Jake Klein, the current Executive Chairman of Conquest will be appointed Executive Chairman of Evolution Mining and I will be appointed Managing Director and Chief Executive Officer.

John Rowe, our acting chairman today, will remain on the Board – John has 40 years experience within the nickel and gold industries. Graham Freestone, one of Catalpa’s Non-Executive Directors, will also remain - Graham has over 30 years experience in finance roles in the natural resources industry in Australia.

I would now like to take this opportunity to thank those of our Directors who will be stepping down from the Board in the event the Transaction is approved, being our Chairman Peter Maloney, NonExecutive Director Barry Sullivan and Non-Executive Director Murray Pollock. You have been instrumental in guiding Catalpa to this significant milestone and we thank you for your support and direction.

Turning to the timetable from here. If you, Catalpa shareholders, approve Resolution 1 today:

• Conquest will seek final court approval of the scheme on Monday, 17th October.

• If the court approves the scheme, the merger will be implemented and Catalpa will acquire all shares in Conquest in exchange for issuing 0.3 new shares for each Conquest share. The scheme is expected to be implemented on Wednesday, 2nd November.

• We then intend to launch the entitlement offer in early-mid November.

Thank you for your attendance and continued support of Catalpa, and I very much look forward to speaking with you again soon in my new role as Managing Director and CEO of Evolution Mining.

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