EVOLUTION MINING LIMITED — Share Issue/Capital Change 2008

Oct 2, 2008

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Catalpa Resources Limited ABN

74 084 669 036

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid+securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	1) Ordinary Shares 2)31 October 2011 Options
	1) Minimum of 86,344,328 up to a maximum of 96,013,140 of Ordinary Shares 2) Minimum of 86,344,328 up to a maximum of 96,013,140 of 31 October 2011 Free Attaching Options
	1) Fully paid ordinary shares 2) Options exercisable at 10 cents each expiring 31 October 2011.

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

• 4 Do the[+] securities rank equally in all respects from the date of allotment 1) Yes with an existing[+] class of quoted +securities? 2) No. New issue of securities

• If the additional securities do not Shares issued as a result of the exercise

• rank equally, please state: • the date from which they do of the options will rank equally with • the extent to which they existing listed shares participate for the next dividend, (in the case of a trust, distribution) or interest payment

• • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 5 Issue price or consideration 4 cents per share and free attaching options 6 Purpose of the issue (If issued as consideration for the Shares issued on basis of 1 for every 4 shares acquisition of assets, clearly identify held to fund Catalpa’s exploration and those assets) development activities.

• 7 Dates of entering[+] securities into Anticipated 7 November 2008 uncertificated holdings or despatch of certificates

Number +Class 8 Number and +class of all Minimum of Ordinary Shares +securities quoted on ASX 431,721,641 up to ( including the securities in clause 2 maximum of if applicable) 441,390,453 38,375,250 Options exercisable at 10 cents expiring June 2010 Minimum of Options exercisable at 86,344,328 up to a 10 cents expiring maximum of October 2011 96,013,140

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	200,000 100,000	November 2010 – 11 cents Options. April 2011 – 8 cents Options.
	N/A

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters	No
	Renounceable
	1 new share and 1 new free attaching option for every4 shares held.
	Ordinary shares
	16 October 2008
	No
	Round up to the nearest whole number
	This prospectus is not to be distributed in, and no offer of shares is to be made in, countries other than Australia and New Zealand.
	31 October 2008
	Patersons Securities Limited

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale	Underwriting fee of 5% Lead manager fee of$60,000
	Patersons Securities Limited
	See note 21
	Nil
	N/A
	17 October 2008
	3 October 2008
	10 October 2008
	24 October 2008
	Provide instructions to your stockbroker regarding the number of rights you wish to sell.
	Complete the Entitlement and Acceptance form for the number of new shares they wish to accept accordingly to the instructions on the form and send to the company’s share registry. Subsequently, provide instructions to their stockbroker regarding the number of Rights theywish to sell.
	Complete a standard “renunciation form” (obtainable from the companies

• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

through a broker)?

33 +Despatch date

share registry) and forward with the transferee’s application money to the company’s share registry by the closing date (5pm WST on 24 October 2008). 7 November 2008

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a) Securities described in Part 1

• (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000

1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

• 38 Number of securities for which +quotation is sought

39 Class of +securities for which quotation is sought

• See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

• 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

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1/1/2003

Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

  • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: ............................................................ Date: ..3 October 2008 (Company secretary)

Print name: GRAHAM DOUGLAS ANDERSON...

== == == == ==

• See chapter 19 for defined terms.

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