EVOLUTION MINING LIMITED — Share Issue/Capital Change 2010

Jan 19, 2010

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20 January 2010

ASX Limited Companies Announcements Office

NOTICE OF MEETING

As announced to the market earlier today Catalpa Resources Limited has today sent to all shareholders the attached Notice of Meeting and Explanatory Memorandum in relation to the proposed cancellation of approximately 50 million Catalpa shares.

Yours faithfully

CATALPA RESOURCES LIMITED

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Graham Anderson Company Secretary

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Catalpa Resources Limited ACN 084 669 036

Notice of Meeting

and

Explanatory Memorandum to Shareholders

A proxy form is enclosed

Please read the Notice and Explanatory Memorandum carefully.

If you are unable to attend the meeting please complete and return the enclosed proxy form in accordance with the specified instructions.

Notice of general meeting

Notice is given that a general meeting of Catalpa Resources Limited ACN 084 669 036 will be held at The Celtic Club, 48 Ord Street, West Perth WA 6005, on Thursday, 18 February 2010 at 12.00 noon (WST).

Agenda items

Special business

1 Selective share buy-back

To consider, and if thought fit, to pass the following resolution as a special resolution :

That, in accordance with section 257D of the Corporations Act 2001 , and for all other purposes, approval is given for the Company to make a selective buy-back of 49,922,703 ordinary shares in the Company, being shares held by Auselect Limited, a wholly owned subsidiary of the Company, for nil consideration, on the terms and conditions set out in the Explanatory Statement.

Explanatory memorandum

Shareholders are referred to the explanatory memorandum accompanying and forming part of this notice of meeting.

Entitlement to vote

1 Snapshot date

It has been determined that under regulation 7.11.37 of the Corporations Regulations 2001 (Cth), for the purposes of the annual general meeting, shares will be taken to be held by the persons who are the registered holders at 5.00pm (WST) on Wednesday, 17 February 2009. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

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2 Voting exclusion

2 Voting exclusion

In accordance with section 257D(1) of the Corporations Act, the Company will disregard any votes cast on the resolution by Auselect, or any of its associates, unless the vote is cast in the following circumstances:

• by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

• by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Proxies

A shareholder entitled to attend and vote has a right to appoint a proxy to attend and vote instead of the shareholder. A proxy need not be a shareholder and can be either an individual or a body corporate.

A shareholder that is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the shareholder’s votes.

A Proxy Form accompanies this Notice and to be effective must be received by Catalpa’s Share Registry before 5.00pm (WST) on 15 February 2010:

By Mail: Security Transfer Registrars Pty Ltd PO Box 535 Applecross WA 6953 By hand: Suite1, 770 Canning Highway Applecross WA 6153 By Fax: +61 8 9315 2233

You are encouraged to submit your proxy by mail or fax.

Any corporate shareholder who has appointed a person to act as its corporate representative at the extraordinary general meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company in advance of the meeting or handed in at the meeting when registering as a corporate representative. An appointment of corporate representative form is available upon request from the Company Secretary.

By Order of the Board

date 20 January 2010

sign here ► Company Secretary

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Catalpa Resources Limited ACN 084 669 036

Explanatory memorandum to shareholders

This Explanatory Memorandum has been prepared to help shareholders understand the business to be put to shareholders at the forthcoming general meeting.

1 Outline of proposal

It is proposed that shareholders of the Company approve a selective share buy-back ( Buy-Back ) by the Company of 49,922,703 fully paid ordinary shares in the Company ( Buy-Back Shares ) held by a wholly-owned subsidiary of the Company, Auselect Limited ( Auselect ), for nil consideration, on the terms set out in a buy-back agreement between the Company and Auselect ( Buy-Back Agreement ). If the Buy-Back is approved, the Buy-Back Shares will then be cancelled.

Shareholders should note that no money or other assets will be provided by the Company to Auselect in exchange for the cancellation of the Buy-Back Shares – as described in detail below, the purposes of the Buy-Back are simply to allow the Company to cease controlling shares in itself as required under the Corporations Act 2001 (Cth) ( Corporations Act ) and have a more efficient capital structure.

The following sets out details required by the Corporations Act to be provided to all shareholders in connection with the approval of the Buy-Back.

2 Corporations Act requirements

2.1 Buy-Back

Section 257A of the Corporations Act provides that the Company may only buy back its shares if:

(a) the buy-back does not materially prejudice the company’s ability to pay back its creditors; and

• (b) the company follows the procedures contained in the Corporations Act.

2.2 Shareholder approval

Pursuant to section 257D(1) of the Corporations Act, a selective buy-back must be approved by either:

• (a) a special resolution (that is, passed by at least 75% of votes cast) passed at a general meeting of the Company, with no votes being cast in favour of the resolution by any person whose shares are proposed to be bought back or by their associates; or

• (b) a resolution agreed to, at a general meeting, by all ordinary shareholders in the Company.

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2.3 Suspension of shares

Once the Company has entered into the Buy-Back Agreement, all rights attaching to the Buy-Back Shares are suspended.

2.4 Cancellation of the Buy-Back Shares

Immediately after the registration of the transfer to the Company of the Buy-Back Shares, the shares are cancelled.

3 Summary of Buy-Back agreement

Under the terms of the Buy-Back Agreement, subject to the Company’s shareholders approving the Buy-Back in accordance with section 257D(1) of the Corporations Act, the Company will buy the Buy-Back Shares for nil consideration. Auselect gives a warranty relating to its title to the Buy-Back Shares. The Buy-Back Agreement contains no unusual terms or conditions.

4 Reason why the Buy-Back is proposed

The Buy-Back has been proposed as a result of the merger of the Company and Lion Selection Limited on 10 December 2009. As a result of the merger, Auselect, which holds the Buy-Back Shares, became a wholly-owned subsidiary of the Company. Section 259D of the Corporations Act provides that if a company obtains control of an entity that holds shares in the company, then, within 12 months, the entity must cease to hold the shares or control the entity. Accordingly, the Company proposes to buy-back the Buy-Back Shares from Auselect for nil consideration on the terms set out in the Buy-Back Agreement.

The main advantages of the Buy-Back are:

• it provides an efficient mechanism for dealing with the Buy-Back Shares;

• it prevents a large parcel of shares being disposed on-market which could potentially have the effect of depressing the Company’s share price;

• there will be a lesser number of shares on issues with no consequential diminution in the assets or contributed equity of the Company, such that the ownership interest in the Company of each shareholder will increase and it is anticipated that financial metrics calculated on a per share basis will be enhanced; and

• it assists in achieving a more efficient capital structure for the Company.

The main disadvantage of the Buy-Back is that the Company (via Auselect) will not receive the net proceeds of a sale of the Buy-Back Shares.

Based on the information available, including that contained in this Explanatory Memorandum and the advantages and disadvantage outlined above, the directors consider that the Buy-Back is in the best interests of shareholders and Catalpa and unanimously recommend that you vote in favour of the resolution.

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5 Impact of Buy-Back on Company’s share capital

The Company currently has 194,581,040 ordinary shares on issue.

The Buy-Back will reduce the Company’s share capital by 49,922,703.

The Buy-Back will reduce the amount of ordinary shares on issue by approximately 25.66%.

On completion of the Buy-Back, the Buy-Back shares will be cancelled resulting in 144,658,337 ordinary shares remaining on issue.

As a result of the Buy-Back, the percentage interest of each shareholder in the Company will increase. The Buy-Back will not have any material effect on the control of the Company.

6 Prior notice to Australian Securities & Investments Commission

As required by section 257F of the Corporations Act, copies of the notice and this Explanatory Memorandum as sent to the shareholders were lodged with the ASIC prior to their dispatch to the shareholders.

7 Trading price of shares

The closing price of the Company’s shares on 15 January 2010 was $1.50.

8 Other relevant information

There is no further information known to the Company that is material to the decision on how to vote on this resolution. If you are in doubt as to how to vote on the resolution or if there is anything you do not understand, you should seek advice from your financial adviser, accountant, lawyer or other professional adviser as soon as possible.

9 Director’s recommendation

The directors of the Company consider that the Buy-Back is fair and reasonable to the Company’s members as a whole. The cancellation will reduce the number of ordinary shares in the Company on issue from 194,581,040 to 144,658,337. However, as Auselect’s shares will be cancelled for no consideration, there will be no effect as a result of the cancellation on the Company’s contributed equity, cash reserves or its ability to pay its creditors.

The directors confirm that they intend to vote in favour of the resolution. No director has an interest in the Buy-Back other than as holders of securities in the Company.

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THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

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PROXY FORM

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CATALPA RESOURCES LIMITED

REGISTERED OFFICE:

ABN: 74 084 669 036

FIRST FLOOR 9 HAVELOCK STREET WEST PERTH WA 6005

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SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

Code: CAH Holder Number:

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

OR

The meeting Chairperson The name of the person you are appointing (mark with an "X") (if this person is someone other than the Chairperson of the meeting).

or failing the person named, or if no person is named, the Chairperson of the Meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the General Meeting of the Company to be held at 12.00pm (WST) on 18 February 2010 at The Celtic Club, 48 Ord Street, West Perth WA 6005 and at any adjournment of that meeting.

SECTION B: Voting Directions to your Proxy

Please mark "X" in the box to indicate your voting directions to your Proxy.

Resolution

For Against Abstain*

1. Selective share buy-back

If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

• If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If you wish to appoint the Chairperson as your proxy and you do not wish to direct the Chairperson how to vote, please mark "X" in the box.

By marking this box, you acknowledge that the Chairperson may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him/her other than as a proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution. The Chairperson of the Meeting intends to vote undirected proxies in favour of the resolution.

SECTION C: Please Sign Below

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Security Holder Sole Director and Sole Company Secretary

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Reference Number:

Security Holder 2 Security Holder 3

Director / Company Secretary

Director

0091000415

CAH

8

1

1

My/Our contact details in case of enquiries are:

NAME

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TELEPHONE NUMBER ( )

NOTES

1. Name and Address

This is the name and address on the Share Register of Catalpa Resources Limited. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. Appointment of a Proxy

If you wish to appoint the Chairperson of the Meeting as your Proxy please mark "X" in the box in Section A. Please also refer to Section B of this proxy form and ensure you mark the box in that section if you wish to appoint the Chairperson as your Proxy.

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a Shareholder of Catalpa Resources Limited.

3. Directing your Proxy how to vote

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. Appointment of a Second Proxy

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by telephoning the Company's share registry +61 8 9315 2333 or you may photocopy this form.

To appoint a second Proxy you must:

• (a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and

• (b) Return both forms in the same envelope.

5. Signing Instructions Individual: where the holding is in one name, the Shareholder must sign.

Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. Lodgement of Proxy

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than 5.00pm (WST) on 15 February 2010, being at least 48 hours before the time for holding the meeting. Any Proxy form received after that time will not be valid for the scheduled meeting.

Security Transfer Registrars Pty Ltd PO BOX 535 Applecross, Western Australia 6953

Street Address: Alexandrea House, Suite 1 770 Canning Highway Applecross, Western Australia 6153

Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

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