EVOLUTION MINING LIMITED — Interim / Quarterly Report 2009

Jul 27, 2009

QUARTERLY ACTIVITIES STATEMENT 30 June 2009

CONTENTS

HIGHLIGHTS .................................................................................................................................................. 3 OVERVIEW ..................................................................................................................................................... 4 CORPORATE ACIVITIES .................................................................................................................................. 6 EQUITY PLACEMENT ................................................................................................................................. 6 SHARE PURCHASE PLAN ............................................................................................................................ 6 PROPOSED MERGER WITH LION SELECTION TO FORM A MID-TIER GOLD COMPANY ............................. 7 EDNA MAY GOLD OPERATIONS PROGRESS REPORT................................................................................... 10 EXPLORATION REPORT ................................................................................................................................ 12 RESERVES AND RESOURCES ........................................................................................................................ 14 AUSTRALIAN GOLD PRICE ........................................................................................................................... 15 ATTRIBUTION STATEMENTS ........................................................................................................................ 16 COMPANY PROFILE ..................................................................................................................................... 16

HIGHLIGHTS

CORPORATE

• Successful share purchase plan and completion of equity placement secure > $106M in funding to advance $92M Edna May Operations to production by mid 2010

• Planned merger with Catalpa Resources’ largest shareholder, Lion Selection Limited to establish Australia’s next mid-tier gold company

EDNA MAY GOLD OPERATIONS

• Environmental Approval secured

• Works Approval Secured

• Major contractors appointed

• Site works and refurbishment underway and on schedule

• Site accommodation village nearing completion

• Recruitment of key personnel progressing to schedule

EXPLORATION

• Maiden Reserve for Greenfinch boosts Edna May Ore Reserves to 817 000 ounces (as announced in March Quarter)

• Regional auger geochemical sampling:

• Encouraging results within 10 kms of Edna May

• Targets for follow up RAB drill testing

• RAB Drilling extends Edna May Gneiss to the West of Greenfinch deposit at Edna May Operations

OVERVIEW

The period under review significantly advanced Catalpa’s transition from explorer to producer, as the efforts of previous quarters culminated in the commencement of site works at the Company’s Edna May Gold Operations in Westonia.

Edna May Project Funding and Project Approvals

In the three month period from 31 March to 30 June 2009, Catalpa raised more than $106 million to advance its Edna May Operations to production. On 8 May 2009 Catalpa’s shareholders approved the placement of shares to sophisticated and institutional investors, successfully concluding a $31.4 million equity placement initiated in the March quarter. A Share Purchase Plan undertaken during the March quarter was strongly supported by Catalpa shareholders and underwriters to raise a further $7.5 million. Together with the$68 million finance facility secured through Macquarie Bank as announced in March 2009, these two successful outcomes ensure that Catalpa’s flagship Edna May Operations is fully funded through to planned production by mid 2010.

Catalpa received approval for its Edna May Operations Mining Proposal on 26 May, and secured Works Approval by the Department of Environment and Conservation on 6 July. The provisional appointment of its major site works contractor, Perth-based GR Engineering Services in March meant that Catalpa was able to immediately commence work on-site on receipt of the Works Approval on 6 July.

Planned Merger

On 24 June 2009 Catalpa entered into a Merger Implementation Agreement with its largest shareholder, Lion Selection Limited, with a view to combining the parties’ respective gold assets under Catalpa’s brand and management.

The proposed merger will amalgamate Catalpa’s 100,000+ oz pa Edna May Operation in Western Australia in which Lion Selection has a 46.9% shareholding, and Lion’s 30% ownership in the 100 000 ounces pa Cracow Gold Operation in Queensland with Newcrest. Under the proposed merger, Lion will forfeit all its options held in Catalpa, and transfer $1.5 million in cash, as well as its pre-emptive right over Newcrest’s 70% stake in Cracow; to Catalpa.

The Cracow Operation is well managed by Newcrest, and will continue to be operated by Newcrest allowing Catalpa to remain focussed on the successful construction and commissioning of its Edna May Operations, within budget and on schedule.

The benefits of the proposed merger to Catalpa’s shareholders are significant. Following implementation of the merger, which is expected to be finalised in October 2009, Catalpa will be a cash flow positive gold producer from its 30% stake in Cracow. And, when its Edna May Operations reach full production in 2010, Catalpa will emerge as a significant gold producer, presenting an attractive, alternative gold investment option in the ranks of Australia’s mid-tier producers.

The removal of Lion Selection’s controlling shareholding is also expected to encourage greater share liquidity and will allow Catalpa to attract a new genre of investors.

Catalpa is committed to continuing its rapid progress towards a production profile in coming months to allow its shareholders to capitalise on the buoyant outlook for gold.

Edna May Gold Operations

Already, considerable progress has been achieved at the Edna May Operations:

• Site earthworks are underway;

• Refurbishment of the 2.8 – 3.2Mtpa Edna May gold processing plant has commenced;

• Construction of the 88-man accommodation village is nearing completion;

• Appointment of key personnel is progressing well; and

• Scoping and awarding of key contracts is progressing on schedule and within budget.

Exploration

Catalpa remains confident in the upside potential of its Edna May Operations, and this continues to be underpinned by consistent encouraging results from Catalpa’s ongoing exploration programme.

As reported in Catalpa’s previous Quarterly Activities Statement (for the period ending 31 march 2009), on 7 April 2009 Catalpa announced a maiden Ore Reserve for its Greenfinch orebody, boosting the Edna May Reserve by 11% or 79,000 ounces, and further extending the economics and mine life of the Edna May Operations.

During the past quarter, infill sampling in previously defined anomalous areas and first-pass sampling in the previously untested eastern areas of Catalpa’s 880km2 tenement holdings yielded two substantial anomalies in the north-western area. These results provide a good basis for follow up RAB drilling in the first quarter of the new financial year.

CORPORATE ACIVITIES

In the three-month period from 31 March to 30 June 2009, Catalpa successfully raised more than $106 million to advance its Edna May Operations to production:

EQUITY PLACEMENT

Catalpa’s $68 million project finance facility from Macquarie Bank towards the development of the Edna May Operations was conditional on Catalpa successfully completing an equity raising, to provide the balance of project funding.

At the close of the previous quarter, on 31 March, Catalpa completed a Placement of 524,423,333 shares at $0.06 per share to raise gross proceeds of A$31.4 million. The successful equity raising effectively completed the financing required to commence development of the Edna May Gold Project.

The Placement was made to institutional and sophisticated investors in two tranches; Tranche 1 comprising 74.3 million shares using the Company’s 15% placement capacity under Listing Rule 7.1 to raise A$4.4 million; and Tranche 2 comprising 450.1m shares placed to raise $27 million, following approval by Catalpa’s shareholders at an Extraordinary General Meeting on 8 May.

Catalpa’s major shareholder and proposed merger partner, Lion Selection Limited, provided strong support for the issue, subscribing $15 million, with the balance of the issue well supported by a range of domestic and offshore investors adding a number of new institutional investors to Catalpa’s register.

SHARE PURCHASE PLAN

In recognition of the strong support from all its shareholders Catalpa undertook a Share Purchase Plan (SPP) during the quarter under review; both to give eligible shareholders an opportunity to acquire additional shares, and to further bolster Catalpa’s funding as it rapidly moves towards recommencement of production at Edna May by mid 2010.

The SPP opened on 27 April and closed on 8 May 2009. At the EGM on 8 May, Catalpa shareholders approved the SPP to offer additional shares to existing, eligible shareholders at $0.06 per share.

The SPP was strongly supported with a total of A$7.5 million raised from participating shareholders and underwriters which was managed by Austock Corporate Finance.

PROPOSED MERGER WITH LION SELECTION TO FORM A MID-TIER GOLD COMPANY

On 24 June Catalpa and its largest shareholder, Lion Selection Limited (“Lion”) (ASX:LST), signed a Merger Implementation Agreement to establish Catalpa as a new Australian mid-tier gold producer.

The proposed merger will bring together Catalpa’s 100% owned and operated 100,000+ oz pa Edna May Operations and Lion Selection’s 30% stake in the Newcrest managed, 100,000 oz pa Cracow Gold Operations in Queensland, under Catalpa’s brand and experienced management team. As part of the merger, Catalpa will also acquire a pre-emptive right over Newcrest’s 70% stake in Cracow.

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As the Cracow gold mine is well managed and will continue to be operated by Newcrest Mining Limited (70%), the merger will not detract Catalpa’s management from its focus on advancing the Edna May Operations to production; on time and within budget.

The Cracow operation has a history of steady gold production of over 100,000 ounces pa for the past four years and, like the Edna May Operations, is considered to have considerable exploration upside.

Following implementation of the merger, expected in October 2009, Catalpa will be a cashflow positive gold producer from its 30% stake in Cracow and, together with production from Edna May Operations commencing mid 2010, annual production will be increased to 130,000+ ounces pa.

The merger will secure Catalpa’s position as one of Australia’s significant gold producers, and create an attractive new mid-tier gold investment option for investors seeking to capitalise on the buoyant outlook for gold. Following the merger, with the removal of Lion’s existing controlling shareholding, Catalpa expects to have greater share liquidity and a greater ability to attract new investors.

The Merger is unanimously recommended by both the Boards of Lion and Catalpa and each director intends to vote their respective shareholdings in favour of the Merger, in the absence of a superior competing proposal.

An Extraordinary General Meeting of Catalpa shareholders to approve the share consolidation and the merger will be held in September 2009, the notice of which will be distributed to Shareholders in due course.

Benefits to Catalpa Shareholders

The proposed merger with Lion Selection will present significant benefits to Catalpa shareholders. Post merger, Catalpa shareholders will hold shares in a company with the following key attributes:

• A mid-tier Australian gold producer with diversified operations and immediate production

• Significant cashflow to fund further growth

• Continued focus on advancing the Edna May Operation to production by mid 2010

• Fully funded

• Experienced Board and management team

• Significant increase in size and scale of operations

• Mineral Resources increased from 1.5m ounces to 1.7m ounces gold

• Ore Reserves increased from 817,000 ounces to 870,000 ounces gold

• Combined production of 130,000+ ounces gold pa (once Edna May is at full production)

• Two significant assets:

• the Edna May Gold Project in Western Australia which, when commissioned in mid 2010, is planned to produce at a rate in excess of 100,000 ounces pa with an estimated life of mine cash operating cost of $636/ounces (pre-royalty), a current mine life of around 8 years and 352,317 ounces sold forward at a fixed flat price of A$1,557/ounce; and

• 30% joint venture interest in Cracow Gold Mine in Queensland with a share of current production of around 30,000 ounces pa at a cash cost of <A$600/ounce

• Significant potential from both operations to add additional resources and reserves through near mine exploration success; and

• Pre-emptive right over Newcrest’s 70% interest in the Cracow Gold Mine.

Capital Structure Post Merger

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Following the proposed merger Catalpa will have a capital structure more attractive to institutional investors with:

• A clean and open share register

• Removal of ≈130M options (pre consolidation)

• Removal of a large single shareholder (Lion Selection 46.9%)

• ≈145M shares and ≈15.8M options

• No single shareholder with more than 6.5% shareholding

Merger Terms and Conditions

The Merger will be implemented via a Scheme of Arrangement of Lion shareholders, pursuant to which Catalpa will acquire all of the shares in Lion. Under the Scheme Lion shareholders will receive one Catalpa share for each Lion share they hold (post Catalpa undertaking a 1 for 11 share consolidation). In conjunction with the Scheme, Lion will first undertake a demerger of its investment assets and undertake a 10c per share cash distribution to its shareholders.

Merger Timing

The merger is planned to be implemented by 5 October 2009. However the following dates may be subject to change:

Transaction announced 24 June 2009 Due diligence condition satisfied 10 July 2009 1st court hearing Late July 2009 Lion Scheme booklet lodged with ASIC Mid August 2009 Scheme booklet dispatched Mid August 2009 Shareholder meetings (Both Catalpa and Lion) September 2009 2nd court hearing Mid September 2009 Expected day of completion Early October 2009

EDNA MAY GOLD OPERATIONS PROGRESS REPORT

Catalpa’s Board and management team are focussed on advancing the Edna May Operations to production by July 2010. The team has achieved considerable progress towards this objective during the past quarter.

PROJECT FULLY FUNDED

As detailed elsewhere in this report, following the successful debt and equity raising and Share Purchase Plan in recent months, Catalpa’s $92 million Edna May Gold Operations project is fully funded, as is the Company’s ongoing exploration programme around the Edna May Project.

APPROVALS GRANTED

On 25 May 2009 Catalpa received official notification that Environmental Mining Approval had been recommended for its Edna May Gold Operations, subject to the lodgement of bonds. The Department of Environment and Conservation Works Approval to commence construction at Edna May was received on 6 July 2009.

APPOINTMENT OF CONTRACTORS

In March 2009 Catalpa had provisionally appointed Perth-based, GR Engineering Services (GRES) as its major site construction service provider, and was therefore able to immediately formalise the appointment and commence site works at Edna May on receipt of the DEC’s Works Approval on 6 July 2009.

GRES is responsible for the single largest capital component of the Edna May Gold Project budget; namely the refurbishment and recommissioning of the 2.8 – 3.2Mtpa Edna May gold processing plant. Their appointment is in keeping with Catalpa’s commitment to using local services and labour, in support of the local economy.

The Edna May accommodation camp is being constructed by Advanced Transportable Services and is near to completion. The Village will be available for occupancy before the end of July, with local Westonia service providers providing messing facilities until the kitchen facility is completed.

The scoping, tendering and awarding of project related contracts are progressing according to plan. Contracts finalised or near to finalisation include the supply of power, mining equipment, drilling and blasting, catering, site office construction, tails dam construction, site works, dewatering, computers, software and communications.

SITE WORKS UNDERWAY

GRES has set up offices, communications and other infrastructure on site and work has commenced on the preliminary plant earthworks and refurbishment of the 2.8 – 3.2Mtpa Edna May processing plant stored on-site.

KEY PERSONNEL

The appointment of key personnel to the Edna May Gold Operations is progressing on schedule and within budget, with a number of middle management appointments finalised including incumbents in the roles of Contracts Manager, Technical Services Superintendent, Maintenance Superintendent, Construction Manager, Management Accountant, Geology Manager, HR Management Consultant, HR Support, Registered Site Manager and Accounts Payable Accountant.

EXPLORATION REPORT

GREENFINCH MAIDEN RESERVE

A maiden Ore Reserve for Catalpa’s Greenfinch deposit, along strike of the existing Edna May open pit, was announced on 7 April, and detailed in the March 2009 Quarterly Activities Statement. The Greenfinch Reserve added 79,000 ounces or 11% to the Edna May Ore Reserve, and further extended the Edna May mine life and project economics.

REGIONAL AUGER GEOCHEMICAL SAMPING

The results of recent first pass auger and follow up infill geochemical sampling, in combination with the 2008 auger sampling programme, have produced three promising, wide gold-in-soil anomalies. The results have:

• strengthened last year’s promising results and defined coherent anomalies up to 2km wide, and

• produced several new anomalous values in areas not previously sampled.

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The two substantial anomalies in the NW area contain peak values up to 26.4ppb Au with several values in excess of 20ppb Au.

In the east a 1.6km long NNW-aligned anomaly contains peak values of 258ppb Au and 62.7ppb Au.

Follow up RAB drilling for these well-defined targets and infill sampling for the wide-spaced anomalous gold values is planned.

GREENFINCH EXTENSION WEST

RAB drilling in the past quarter has extended the Edna May Gneiss to the west of the proposed new pit at the Greenfinch reserves/resources by approximately 400m. The Edna May Gneiss is the principle host rock of the gold mineralization in the Edna May Project Area.

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Best RAB intercepts are:

• 3m @ 2.59 g/t Au from 33m in GFR012, gossanous quartz in Edna May Gneiss.

• 1m @ 0.52 g/t Au from 11m in GFR003, Edna May Gneiss, hole abandoned in old workings.

• 3m @ 0.41 g/t Au from 24m in GFR008, quartz in amphibolite.

The Edna May Gneiss has widened immediately west of the Greenfinch Deposit at the GFR003 locality where drilling was abandoned in historical underground workings. Follow up RC resource definition drilling will be based on the interpretation and extrapolation of structures extending from the deposit to the west towards the historical workings.

MINERAL RESOURCES AND ORE RESERVES

The gold price used for the estimation of the Greenfinch Ore Reserve as announced on 7 April 2009, reflects Catalpa’s recent forward sold position of A$1,557 per ounce and the current spot gold price. The Edna May Ore Reserve however, utilised a gold price of A$1,025 per ounce which is significantly lower than the current spot price (A$1,160) and Catalpa’s forward position.

Consequently, during the past quarter, Catalpa commenced a review of the Edna May Ore Reserve at a gold price of A$1,175 per ounce. The design is currently being reviewed, with an update Reserve Statement expected to be finalised in August 2009.

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AUSTRALIAN GOLD PRICE

During past quarter, gold traded between A$1,150 and A$1,250 per ounce. The outlook for the Australian gold price in the medium-term remains buoyant. Catalpa’s gold sold forward price of A$1557 per ounce for 352,316 ounces of gold production represents a premium of $344 per ounce against recent gold trading prices.

ATTRIBUTION STATEMENTS

The exploration data has been compiled according to the JORC Code for the reporting of Mineral Resources and Ore Reserves by Nick Winnall (Exploration Manager), a full-time employee of Catalpa Resources Limited. Mr. Winnall is a Member of the Australasian Institute of Mining and Metallurgy (AUSIMM) and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the December 2004 edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” (JORC Code). Mr. Winnall consents to the inclusion in the report of the matters based upon his information in the form and context in which it appears.

The information in this report that relates to Mineral Resources is based on work completed by Mr Nicolas Johnson, who is a Member of the Australian Institute of Geoscientists. Mr Johnson is a full time employee of Hellman and Schofield Pty Ltd and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Johnson consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

The reported Ore Reserves have been compiled by Mr Harry Warries. Mr Warries is a Member of the Australian Institute of Mining and Metallurgy and an employee of Coffey Mining Pty Ltd. He has sufficient experience, relevant to the style of mineralisation and type of deposit under consideration and to the activity he is undertaking, to qualify as a Competent Person as defined in the ‘Australasian Code for Reporting of Mineral Resources and Ore Reserves’ of December 2004 (“JORC Code”) as prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists and the Minerals Council of Australia. Mr Warries gives Catalpa Resources Limited consent to use this estimate in reports.

COMPANY PROFILE

Perth-based Catalpa Resources Limited (ASX: CAH) is on the cusp of a new phase of development, following the successful raising of more than $106 million in debt and equity to advance its A$92 million Edna May (open-pit gold) Operations to production by July 2010.

As part of the Edna May finance facility, Catalpa has sold forward 352,316 ounces of gold at an exceptional price of A$1,557 per ounce. Catalpa has a sound Resource base at Edna May. Since October 2008 Catalpa has increased its Edna May Reserve by more than 50% from 544, 000 to 817,000 ounces, extending the life of the Edna May Operations to more than eight years with planned production of more than 100,000 ounces per annum.

Catalpa plans to utilise Edna May’s solid annual cash operating margins to fund its growth and become Australia’s next mid tier gold producer.

In keeping with this strategy, Catalpa and its largest shareholder, Lion Selection Limited (ASX:LST), signed a Merger Implementation Agreement in June 2009 to bring together Lion Selection’s 47% shareholding in Catalpa’s 100% owned and operated 100,000+ ounces pa Edna May Operations in Western Australia and Lion Selection’s 30% stake in the Newcrest managed, 100 000 ounces pa Cracow Gold Operations in Queensland, under Catalpa’s experienced management team.

As part of the merger, Catalpa will also acquire a pre-emptive right over Newcrest’s 70% stake in Cracow. Following implementation of the merger, expected in October 2009, Catalpa will be a cashflow positive gold producer from its 30% stake in Cracow. From mid 2010 when production commences at the Edna May Operations Catalpa will produce more than 130 000 ounces pa.

Catalpa has an experienced Board and management team that is committed to realising a timely production and cash flow profile at the Edna May Operations. With a buoyant outlook on the gold price, the Board believes that Catalpa Resources presents a sound investment opportunity with significant upside potential.

Catalpa Resources has adopted best practice standards across all its activities, including its social, health and safety, environmental management and corporate governance functions.

Contacts:

Bruce McFadzean Warrick Hazeldine / Annette Ellis Managing Director Media and Investor Relations Catalpa Resources Limited Purple Communications Tel (08) 9321 3088 Tel: (08) 6314 6300

Appendix 5B Mining exploration entity quarterly report

1ule 5.3

Appendix 5B

Mining exploration entity quarterly report

Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98, 30/9/2001.

Name of entity

CATALPA RESOURCES LIMITED

ABN 74 084 669 036 Consolidated statement of cash flows		Quarter ended (“current quarter”) 30 June 2009	Quarter ended (“current quarter”) 30 June 2009
		30 June 2009
Cash flows related to operating activities 1.1 Receipts from tax returns and related debtors 1.2 Payments for (a) exploration and evaluation (b) development (c) production (d) administration 1.3 Dividends received 1.4 Interest and other items of a similar nature received 1.5 Interest and other costs of finance paid 1.6 Income taxes paid 1.7 Other (GST to be recouped) Net Operating Cash Flows	Current quarter $A’000		Year to date (12 months) $A’000
	(444) (2,021) - (1,301) - 174 - - (485)		(3,304) (2,191) - (2,648) - 282 - - (594)
	(4,077)		(8,455)
Cash flows related to investing activities 1.8 Payment for purchases of: (a) prospects (b) equity investments (c) other fixed assets 1.9 Proceeds from sale of: (a) prospects (b) equity investments (c) other fixed assets 1.10 Loans to other entities 1.11 Loans repaid by other entities 1.12 Other (Tenement Bonds) Net investing cash flows	- - (12) - - - - - (3,122)		- - (60) - - - - - (3,122)
	(3,134)		(3,182)

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity quarterly report

1.13 Total operating and investing cash flows (brought forward)	(7,211)	(11,637)
Cash flows related to financing activities 1.14 Proceeds from shares /shares to be issued 1.15 Proceeds from sale of forfeited shares 1.16 Proceeds from borrowings 1.17 Repayment of borrowings 1.18 Proceeds from release of tenement bond 1.19 Other (Cost of Capital Raising/Prospectus) Net financing cash flows	39,013 - - - - (1,272)	42,656 - - - - (1,532)
	37,741	41,124
Net increase (decrease) in cash held 1.20 Cash at beginning of quarter/year to date 1.21 Exchange rate adjustments to item 1.20 1.22 Cash at end ofquarter	30,530 1,766 -	29,487 2,809 -
	*32,296 **	*32,296 **

*Note: This figure excludes $3.1m that was paid during the quarter for cash backed environmental bonds. The cash backed environmental bonds that are in place will be replaced in the coming months with the Performance Bond Facility that the company has in place with Macquarie Bank Limited.

Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities

1.23 Aggregate amount of payments to the parties included in item 1.2 1.24 Aggregate amount of loans to the parties included in item 1.10	Current quarter $A'000
	162
	NIL
1.25 Explanation necessary for an understanding of the transactions

All transactions involving Directors and associates were on normal commercial terms.

Non-cash financing and investing activities

• 2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows

• NIL

• 2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest NIL

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity quarterly report

Financing facilities available

Add notes as necessary for an understanding of the position.

3.1 Loan facilities 3.2 Credit standby arrangements	Amount available $A’000	Amount used $A’000
	NIL	NIL
	NIL	NIL

Estimated cash outflows for next quarter

4.1 Exploration and evaluation 4.2 Development	$A’000
	100
	22,211
Total	22,311

Reconciliation of cash

Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows.	Current quarter $A’000	Previous quarter $A’000
5.1 Cash on hand and at bank 5.2 Deposits at call 5.3 Bank overdraft 5.4 Other (provide details)	32,296	1,766
	-	-
	-	-
	-	-
Total: cash at end of quarter(item 1.22)	32,296	1,766

Changes in interests in mining tenements

6.1 Interests in mining tenements relinquished, reduced or lapsed 6.2 Interests in mining tenements acquired or increased	Tenement reference	Nature of interest (note (2))	Interest at beginning of quarter	Interest at end of quarter
	-	-	-	-
	P77/3878	Granted	0%	100%

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity quarterly report

Issued and quoted securities at end of current quarter

Description includes rate of interest and any redemption or conversion rights together with prices and dates.

	Total number	Number quoted	Issue price per security (see note 3) (cents)	Amount paid up per security (see note 3) (cents)
7.1 Preference+securities (description) 7.2 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs,redemptions
7.3 +Ordinary securities 7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs	1,171,777,896	1,171,777,896
	650,178,566 4,381	650,178,566 4,381	$0.06 $0.10	$0.06 $0.10
7.5 +Convertible debt securities(description) 7.6 Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted
7.7 Options (description and conversion factor) 7.8 Issued during quarter 7.9 Exercised during quarter	38,302,324 200,000 100,000 172,723,065 3,750,000 3,750,000 3,750,000 3,750,000 625,000 625,000 625,000 625,000 1,250,000 1,250,000 1,250,000 1,250,000 66,666,666	38,302,324 172,723,065	Exercise price 10 cents 11 cents 8 cents 10 cents 8 cents 10 cents 12 cents 14 cents 6 cents 8 cents 10 cents 12 cents 6 cents 8 cents 10 cents 12 cents 7.5 cents	Expiry date 30/6/2010 22/11/10 29/4/2011 31/10/2011 23/12/2013 23/12/2013 23/12/2013 23/12/2013 23/12/2013 23/12/2013 23/12/2013 23/12/2013 11/03/2014 11/03/2014 11/03/2014 11/03/2014 31/03/2014
	66,666,666		Exercise price 7.5 cents	Expiry date 31/03/2014
	4,375 6	4,375 6	10 cents 10 cents	30/06/2010 31/10/2011

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity quarterly report

7.10 Expired during quarter
7.11 Debentures (totals only)
7.12 Unsecured notes (totals only)

Compliance statement

• 1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 4).

• 2 This statement does / ~~does not~~ * (delete one) give a true and fair view of the matters disclosed.

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Sign here: ............................................................ Date: 20 July 2009 ( ~~Director~~ /Company secretary)

Print name: GRAHAM DOUGLAS ANDERSON

Notes

• 1 The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.

• 2 The “Nature of interest” (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and 6.2.

• 3 Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities .

• 4 The definitions in, and provisions of, AASB 1022: Accounting for Extractive Industries and AASB 1026: Statement of Cash Flows apply to this report.

• 5 Accounting Standards ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

• == == == == ==

• See chapter 19 for defined terms.

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