EVOLUTION MINING LIMITED — Annual Report 2011

Oct 2, 2011

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JOINT ASX RELEASE

CATALPA AND CONQUEST ANNUAL REPORTS AND PROFORMA BALANCE SHEET UPDATE

3 October 2011

Conquest Mining Limited (ASX:CQT) (“Conquest”) and Catalpa Resources Limited (ASX:CAH) (“Catalpa”) released their annual reports on 27 September 2011, each of which contains a financial report for the full year ended 30 June 2011.

On 13 September 2011, Conquest and Catalpa released a scheme booklet and an explanatory memorandum (respectively) in relation to a proposed transaction involving the merger of Conquest and Catalpa by scheme of arrangement (“Scheme”) and the inter-conditional purchase of assets from subsidiaries of Newcrest (“Proposed Transaction”). The scheme booklet and explanatory memorandum include a pro forma balance sheet for the combined entity that will be formed if the Proposed Transaction is implemented (“Evolution Mining”). That pro forma balance sheet was prepared based on financial information as at 31 December 2010 and certain adjustments (“31 December Pro Forma”).

Following the release of Conquest and Catalpa’s 30 June 2011 results, the pro forma balance sheet for Evolution Mining has been updated and is attached to this announcement (“30 June Pro Forma”). The 30 June Pro Forma is based on financial information current as at 30 June 2011 (as set out in the annual reports of Conquest and Catalpa) and the same adjustments made for the purposes of the 31 December Pro Forma.

Grant Samuel & Associates Pty Limited (“Grant Samuel”), the independent expert engaged by each of Conquest and Catalpa in connection with the Proposed Transaction, has reviewed the financial information of the companies for the full year ended 30 June 2011 and has confirmed that nothing in that information has caused it to alter its opinions and conclusions in relation to the Proposed Transaction. Grant Samuel continues to be of the view that the Proposed Transaction is in the best interests of Conquest and Catalpa shareholders.

As disclosed in the scheme booklet and explanatory memorandum, it is intended that Evolution Mining will undertake an entitlement offer shortly following implementation of the Proposed Transaction, to raise approximately $150 million (“Entitlement Offer”). In the scheme booklet and explanatory memorandum, the 31 December Pro Forma included a cash position of Evolution Mining following the Entitlement Offer of approximately $199 million. According to the 30 June Pro Forma, this figure will be approximately $165 million. The difference is attributable to operating and capital expenditure by Conquest and Catalpa in the ordinary course of business during the six months to 30 June 2011 and in accordance with their respective project development schedules and does not materially impact the expected level of cash available to Evolution Mining post completion of the Proposed Transaction and Entitlement Offer as disclosed in the scheme booklet and explanatory memorandum.

Indicative timetable

Conquest and Catalpa also note that, in the indicative timetables set out in the scheme booklet and explanatory memorandum, the date specified for despatch of holding statements in respect of the new Catalpa shares that will be issued as consideration under the Scheme is 3 November 2011. It is now expected that holding statements will be despatched on 2 November 2011, being the indicative date for implementation of the Proposed Transaction.

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Conquest and Catalpa will advise shareholders of any further changes to the indicative timetable for the Proposed Transaction via ASX and their websites.

Contacts

For further information please contact:

Catalpa

Media and company contact John Gardner MAGNUS Investor Relations Direct: +61-2 8999-1001 Mobile: +61-(0)-413-355-997

Conquest

Media and company contact Michael Vaughan FTI – Media Relations Tel: +61-2-8298 6100 Mobile: +61-(0)-422-602-720

Bruce McFadzean

Managing Director and CEO Catalpa Resources Limited Tel +61-8-6216-9700

Jake Klein

Executive Chairman Conquest Mining Limited Tel: +61-2-8383-2100

Catalpa Shareholder Infoline

1300 383 678 (within Australia); or +61 3 9415 4312 (outside Australia)

Conquest Shareholder Infoline

1300 047 569 (within Australia); or +61 3 9415 4242 (outside Australia)

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Evolution Mining - Pro Forma Balance Sheet as at 30 June 2011 (“30 June Pro Forma”)

	Catalpa Resources Limited	Conquest Mining Limited	Newcrest Mining Limited assets	Material post balance date events	Pro Forma Consolidation adjustments (Pre Equity Raising)	Proposed Equity Raising	Pro Forma Consolidated (Post Equity Raising)
	($'000)	($'000)	($'000)	($'000)	($'000)	($'000)	($'000)
ASSETS
Current assets
Cash and cash equivalents	30,051	26,370	-	-	(34,686)	143,054	164,789
Trade and other receivables	2,542	8,161	115	-	-	-	10,818
Inventory	18,099	8,904	12,103	-	-	-	39,106
Assets held for sale	-	-	-	-	-	-	-
Mine development assets	1,255	-	2,928	-	-	-	4,183
Other current assets	177	291	561	-	-	-	1,029
Total current assets	52,124	43,726	15,707	-	(34,686)	143,054	219,925
Non-current assets
Available for sale financial assets	1,648	9,902	-	-	-	-	11,550
Property, plant and equipment	103,367	26,264	51,429	-	-	-	181,060
Mine development assets	60,526	71,373	259,931	-	208,958	-	600,788
Exploration and evaluation assets	-	23,090	14,730	-	-	-	37,820
Intangibles	-	42,029	-	-	-	-	42,029
Deferred tax assets	13,134	6,944	-	(4,942)	-	-	15,136
Goodwill	-	16,484	53,153	-	(69,637)	-	-
Other non-current assets	-	121	-	-	-	-	121
Total non-current assets	178,675	196,207	379,243	(4,942)	139,321	-	888,504
Total assets	230,799	239,933	394,950	(4,942)	104,635	143,054	1,108,429
LIABILITIES
Current liabilities
Trade and otherpayables	19,496	16,862	21,537	-	-	-	57,895
Interest bearingliabilities	15,133	3,314	-	-	-	-	18,447
Provisions	1,716	1,296	2,612	-	-	-	5,624
Total current liabilities	36,345	21,472	24,149	-	-	-	81,966
Non-current liabilities
Interest bearingliabilities	29,620	-	-	-	-	-	29,620
Provisions	4,840	5,320	11,751	-	-	-	21,911
Deferred tax liability	-	-	49,515	-	(49,515)	-	-
Total non-current liabilities	34,460	5,320	61,266	-	(49,515)	-	51,531
Total liabilities	70,805	26,792	85,415	-	(49,515)	-	133,497
NET ASSETS	159,994	213,141	309,535	(4,942)	154,150	143,054	974,932
EQUITY
Contributed equity / Net assets of Newcrest Assets equityinterest	185,465	231,861	309,535	-	163,564	143,054	1,033,479
Reserves	5,301	10,338	-	-	(10,338)	-	5,301
Accumulated losses	(30,772)	(29,058)	-	(4,942)	924	-	(63,848)
Total equity	159,994	213,141	309,535	(4,942)	154,150	143,054	974,932

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