EVOLUTION MINING LIMITED — Share Issue/Capital Change 2010

Dec 9, 2010

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

• 1) Options issued under the Catalpa Employee Options and Performance Rights Plan ( Options )

• 2) Performance rights issued under the Catalpa Employee Options and Performance Rights Plan ( Performance Rights )

• 3) Fully paid ordinary shares

• 2 Number of[+] securities issued or to be issued (if known) or maximum number which may be issued

• 1) 595,000 2) 395,000 3) 1,819

• 3 Principal terms of the[+] securities Both the Options and the Performance Rights (eg, if options, exercise price and referred to above have been issued pursuant to +expiry securities, the amount outstanding date; if partly paid the Catalpa Employee Options and Performance Rights Plan.

• and due dates for payment; if +convertible securities, the

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

conversion price and dates for conversion)

Subject to the satisfaction of performance and other conditions, on vesting of each Option, the holder will be entitled to purchase 1 fully paid ordinary share in the Company at an exercise price of $1.69 per Option. Options that vest will expire on 30 June 2015. Subject to the satisfaction of performance and other conditions, on vesting of each Performance Right, the holder will automatically be issued 1 fully paid ordinary share in the Company with a nil exercise price. The relevant employee must also remain employed by the Company or a related group company until the vesting of the Options or Performance Rights, as relevant, subject to the discretion of the board. The vesting conditions applying to the Options and Performance Rights are as follows: 1) The proportion of the Options that vest will be determined by reference to the Company’s total shareholder return relative to a comparator group. The Options will be tested against the vesting conditions in 2 equal tranches, the first of which will be tested over the period 1 July 2010 to 30 June 2012 and the second of which will be tested over the period 1 July 2010 to 30 June 2013. 2) The proportion of the Performance Rights that vest will be determined by reference to: • the Company’s actual gold production against the Company’s gold production target; and • the Company’s absolute total shareholder return. The Performance Rights will be tested against the vesting conditions in 2 equal tranches, the first of which will be tested over the period 1 July 2010 to 30 June 2012 and the second of which will be tested over the period 1 July 2010 to 30 June 2013. All Options and Performance Rights that do not vest and become exercisable in accordance with the applicable conditions will automatically lapse,subject to the discretion of the board.

4 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable)	1) No, an Option confers no right to vote, attend meetings of the Company, participate in any distribution of profit or return of capital by the Company or other participating rights or entitlements on the holder. 2) No, a Performance Right confers no right to vote, attend meetings of the Company, participate in any distribution of profit or return of capital by the Company or other participating rights or entitlements on the holder. However, the ordinary shares acquired under the Catalpa Employee Options and Performance Rights Plan will rank equally with all existing ordinary shares from the date of issue. 3) Yes	1) No, an Option confers no right to vote, attend meetings of the Company, participate in any distribution of profit or return of capital by the Company or other participating rights or entitlements on the holder. 2) No, a Performance Right confers no right to vote, attend meetings of the Company, participate in any distribution of profit or return of capital by the Company or other participating rights or entitlements on the holder. However, the ordinary shares acquired under the Catalpa Employee Options and Performance Rights Plan will rank equally with all existing ordinary shares from the date of issue. 3) Yes
	1) Nil. 2) Nil. 3) $1.10per share($2,001)
	The Options and Performance Rights are issued to senior executives of the Company under the Catalpa Employee Options and Performance Rights Plan. 3) Conversion of 1,819 listed options with exercise price of $1.10 expiring October 2011.
	1) 7 December 2010 2) 7 December 2010 3) 8 December 2010
	Number	+Class
	162,832,907 5,319,009	Ordinary shares Options exercisable at $1.10 expiring October 2011

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

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
	375,004 375,004 397,731 340,912 56,819 113,637 113,637 113,637 113,637 6,060,606 595,000 395,000	December 2013 – $0.867 Options December 2013 – $1.087 Options December 2013 – $1.307 Options December 2013 – $1.527 Options December 2013 – $0.647 Options March 2014 – $0.647 Options March 2014 – $0.867 Options March 2014 – $1.087 Options March 2014 – $1.307 Options March 2014 – $0.83 Options June 2015 - $1.69 Options Performance Rights
	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 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 through a broker)?

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

33 +Despatch date

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

• 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)

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

Number +Class

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

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

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: 10 December 2010 (Company secretary)

Print name: GRAHAM DOUGLAS ANDERSON

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