EVOLUTION MINING LIMITED — Regulatory Filings 2011

May 12, 2011

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ASX Codes

Shares: CAH Options: CAHOB Shares on issue: 178,014,015 Share Price Current: A$1.36 (12 May 2011) 12 month range: A$2.27 (high) - A$1.36 (low) Market Capitalisation: A$245 million

13 May 2011

SCHEME OF ARRANGEMENT PROPOSAL FROM ST BARBARA LIMITED

Catalpa Resources Limited (“ Catalpa ”) (ASX:CAH) notes the announcement made this morning by St Barbara Limited (“ St Barbara ”) in relation to its proposed takeover of Catalpa by Scheme of Arrangement.

The proposal was received on Wednesday 10 May 2011 and the Catalpa Board had arranged to meet this morning to consider and respond accordingly.

The Catalpa Board believes that St Barbara has taken the opportunity to make this unsolicited proposal public at a time when the Catalpa share price has underperformed its peers. The Catalpa Board believes that this relative underperformance is a reflection of short term operational challenges which have now been largely resolved. The Board believes that in the coming months the successful resolution of these operational issues would have been reflected in an improved share price performance relative to Catalpa‘s peers.

Board of Directors

Mr Peter Maloney Non-executive Chairman Mr Bruce McFadzean Managing Director and CEO Mr John Rowe Non-executive Director Mr Barry Sullivan Non-executive Director Mr Graham Freestone Non-executive Director Mr Murray Pollock Non-executive Director

The Catalpa Board has long recognised the opportunity to create a leading mid-tier Australian gold company. In this regard, Catalpa has previously held discussions with a number of gold companies seeking to explore the potential for consolidation opportunities by way of merger, takeover or other corporate transactions.

Senior Management

Mr Erik Palmbachs Chief Financial Officer and Company Secretary Mr Stuart Pether Chief Operating Officer Mr Nick Winnall Manager Exploration Mr Adrian Pelliccia Manager Business Development Mr John Winterbottom Manager Geology Ms Raelene Wyatt Manager HR Mr John Fraser General Manager - Edna May

The Catalpa Board intends to hold further discussions with St Barbara and its advisers in the coming weeks in relation to the St Barbara proposal and notes that it remains highly conditional and uncertain.

The Catalpa Board will also continue to pro-actively explore all other options for delivering the best possible outcome for Catalpa shareholders. More detail on these options will be provided in a formal response to the St Barbara proposal which the Catalpa Board will provide in the coming weeks based on the results of its discussions with St Barbara and its advisers.

In the meantime, the Catalpa Board recommends that Catalpa shareholders TAKE NO ACTION in relation to their Catalpa shares.

Macquarie Capital Advisers Limited and Freehills have been appointed to advise the board of Catalpa.

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About Catalpa Resources Limited

Catalpa Resources Limited (ASX: CAH) is a fast-growing mid-tier gold producer with two exciting gold assets; a 100% interest in the 100,000 ounces per annum Edna May Gold Operations in Western Australia and a 30% interest in the 100,000 ounces per annum Cracow Gold Operations in Queensland (70% Newcrest Mining Limited).

The Company recently confirmed an impressive high grade underground Resource of 660,00 ounces at 9.1g/t gold for 195,000 ounces. Mining studies are in progress with a view to establishing an underground operation concurrent with existing open pit operations in 2012.

The Cracow Gold Operations has a history of steady underground gold production of over 100,000 ounces per annum for the past five years and it is considered to have considerable exploration upside.

With a combined Mineral Resource of more than 2 million ounces and a combined Ore Reserve of more than one million ounces of gold, the Cracow and Edna May Gold Operations provide a sustainable long life cash flow to fund Catalpa’s growth strategy and provide shareholder returns.

Catalpa is confident that both Edna May and Cracow offer further Reserve and Resource growth potential, with ongoing exploration programmes at both operations. In parallel, the Company strives to proactively identify and assess other production growth opportunities.

The Company has a motivated and technically accomplished management team and a highlyexperienced and supportive Board, committed to realising shareholder value from the Company’s asset portfolio.

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For further enquiries contact:

**For further enquiries contact: **
Bruce McFadzean	Michael Ashforth	Dudley White
ManagingDirector	Executive Director	Magnus
and Chief Executive Officer	Head of Resources – Australia	Investor Relations
Catalpa Resources Limited	Macquarie Capital Advisors Limited	Corporate Communication
Tel +61 8 6216 9700	Tel +61 8 9224 0644	+61(02)8999 1010

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