EVOLUTION MINING LIMITED — Interim / Quarterly Report 2009

Apr 22, 2009

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QUARTERLY ACTIVITIES STATEMENT

31 March 2009

ASX RELEASE

QUARTERLY ACTIVITIES REPORT FOR THE PERIOD ENDED 31 MARCH 2009

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CONTENTS

HIGHLIGHTS ........................................................................................................................... 3 OVERVIEW .............................................................................................................................. 4 EDNA MAY GOLD PROJECT – FINANCE SECURED............................................................ 5 EDNA MAY GOLD PROJECT: PROGRESS ........................................................................... 6 GREENFINCH MAIDEN ORE RESERVE ................................................................................ 8 ONGOING EXPLORATION ................................................................................................... 15 EXECUTIVE APPOINTMENTS .............................................................................................. 15 AUSTRALIAN GOLD PRICE .................................................................................................. 16 COMPETENT PERSON STATEMENT .................................................................................. 17 COMPANY PROFILE ............................................................................................................. 17

APPENDIX 5b

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QUARTERLY ACTIVITIES REPORT FOR THE PERIOD ENDED 31 MARCH 2009

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HIGHLIGHTS

PROJECT FINANCE

• A$67.5 million Project Finance Facility Secured

• A$31.4 million Share Placement to finalise Edna May Gold Project Capital Funding

• Share Purchase Plan (A$4 million underwritten) to recognise support of existing shareholders

EDNA MAY GOLD PROJECT:

• Feasibility Study and Financial Model Finalised

• Pre Construction Preparations at an advanced stage

• Nomination of major engineering construction contractor

• First gold production planned for Q2 2010

GREENFINCH MAIDEN ORE RESERVE

• 79,000 ounces of gold

• Increases the Project Reserve by 11% to 817 ,000 ounces

• Extends the life-of-mine beyond seven years

EXPLORATION

• Infill auger sampling planned for previously defined near-mine targets

• First-pass geochemical sampling planned over new licence

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QUARTERLY ACTIVITIES REPORT FOR THE PERIOD ENDED 31 MARCH 2009

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OVERVIEW

The March 2009 quarter was a period of major value for Catalpa and its shareholders, with significant progress made in advancing the Company’s Edna May Gold Project towards production.

The achievements made during the past quarter mark the turning point in Catalpa’s transition from a gold explorer; to its vision of becoming Australia’s next mid-tier gold producer. It has been another extraordinary quarter of successes in an extremely difficult market. Catalpa has been able to provide shareholders with project certainty by obtaining debt facilities and an equity raising to the value of almost A$100 million.

It is the vision of the Company to generate strong cash margins from the Edna May Gold Project as a platform for growth. Catalpa has protected the Project’s significant cash margin with a hedge position at extraordinarily high levels in historical Australian dollar gold terms.

As announced to the market on 14 January 2009, the Feasibility Study (FS) outlined attractive cash operating margins for the Project. As a result of the FS, Catalpa was able to secure a A$67.5 million project finance facility through Macquarie Bank Limited, which includes a gold hedging facility at an exceptional price of A$1,544 per ounce for 352,316 ounces of gold. This further enhances the already robust project economics and boosts average cash operating margins (post royalty) to A$75 million per annum when applying a weighted average gold price of A$1,400 per ounce.

On 31 March 2009 Catalpa successfully completed a $31.4 million share placement to institutional and sophisticated investors. Together with the project finance facility, the successful share placement effectively completed the project’s capital financing requirements and, subject to final approvals due in this current quarter, will allow the project to progress to the planned 12-month construction and commissioning phase.

Catalpa’s ability to raise funding of almost A$100 million in an extremely challenging financial environment is a major endorsement of the quality of the Edna May Gold Project, the Company’s vision for its development, and the assembly of an extraordinarily capable Management Team to bring Edna May and other potential assets into production.

Preparations for the construction phase are advancing as planned, including nomination of the major project contractor, Perth-based GR Engineering Services (GRES) to undertake greater than A$50 million refurbishment and construction of the processing facility on site; which is the single largest capital component of the A$92 million project budget.

Subsequent to the close of the quarter under review, on 7 April 2009 Catalpa announced a maiden Ore Reserve of 79,000 ounces of gold at its Greenfinch deposit, adjacent to and along strike of the Edna May open pit, increasing the Project Ore Reserve by 11% to 817,000 ounces, further boosting the project economics and extending the planned life-of-mine beyond seven years.

Catalpa’s mine and processing schedule demonstrate average gold production in excess of 100,000 ounces recovered per annum, with attractive margins to create a significant platform to grow a mid tier gold production company.

Concurrent with the Edna May Gold Project, Catalpa is continuing with planned exploration activities to further extend and sustain its planned mining operations.

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QUARTERLY ACTIVITIES REPORT FOR THE PERIOD ENDED 31 MARCH 2009

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EDNA MAY GOLD PROJECT – FINANCE SECURED

As announced on 4 March 2009, Catalpa secured a credit approved Project Finance Facility for the Edna May Gold Project, underwritten by Macquarie Bank Limited. The Facility comprises a secured loan of up to A$55 million, a standby mezzanine facility of up to A$10 million, a A$2.5 million performance bond facility and a gold hedging facility.

Under the hedging facility, Catalpa has sold forward 352,316 ounces of gold at an achieved fixed flat forward price of A$1,544 per ounce for delivery from commencement of operations, into the 2015 financial year. This hedged component represents 22% of the Project’s current Mineral Resource.

The term of the Facilities concludes in the 2015 financial year.

The hedging facility considerably boosts the planned average annual cash operating margins as outlined in the 2008 Feasibility Study (as reported in the December 2008 Quarterly Activities Statement).

The Feasibility Study outlined an average annual cash operating margin of $A54 million per annum, based on an assumed gold price of A$1,200 per ounce. At a hedge book weighted average gold price of A$1,400, the already robust project economics are significantly improved, with potential average cash operating margins (post royalty) of A$75 million per annum.

In conjunction with entering into the project finance commitment, Catalpa agreed to issue Macquarie Bank with options over fully paid ordinary shares in Catalpa. The number of options to be issued is equal to the amount provided under the mezzanine facility divided by the option exercise price of 7.5 cents (a 25% premium to the price at which Catalpa issues shares under the equity component of the project funding).

Half of the options are to be issued within two months with the balance to be issued following first draw down under the mezzanine facility (if required).

Successful Share Placement to finalise Edna May Gold Project Funding

On 31 March 2009, Catalpa successfully concluded a placement of 524,423,333 shares at $0.06 per share to raise gross proceeds of A$31.4 million, which, together with the A$67.5 million project debt facility effectively finalized the financing required to commence development of the Edna May Gold Project.

This marks a major milestone in Catalpa’s history, and the Company’s transition from a gold explorer to a gold producer.

Catalpa’s major shareholder, Lion Selection Limited provided strong support for the issue subscribing A$15 million. The balance of the issue was well supported by a range of domestic and offshore investors which resulted in the addition of a number of new institutional investors to Catalpa’s share register.

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Share Placement

The Placement was made to institutional and sophisticated investors pursuant to Section 708 of the Corporations Act 2001 and is being undertaken in two tranches:

a) Tranche 1 – comprising 74.3m shares using the Company’s 15% placement capacity under Listing Rule 7.1, raising A$4.4 million; and

b) Tranche 2 – comprising 450.1m shares placed subject to shareholder approval to raise A$27 million Tranche 2 includes the shares subscribed for by Lion Selection and Catalpa Directors which are subject to shareholder approval at a General Meeting to be held on 8 May 2009.

Austock Corporate Finance acted as Lead Manager to the placement with Patersons Securities as CoManager.

Share Purchase Plan

As announced on 22 April 2009, Catalpa is undertaking a Share Purchase Plan (SPP) in recognition of its supportive shareholder base. Under the SPP, each eligible shareholder will be entitled to apply for up to A$5,000 of fully paid ordinary Catalpa shares at A$0.06 per share (being the same price at which shares were offered under the Placement).

The size of the SPP is capped at A$10m of which A$4m has been underwritten by Austock Corporate Finance. Lion Selection has shown continued support for Catalpa by agreeing to sub-underwrite A$2m of the underwritten offer.

It is expected that the SPP will close at 5pm (WST time) on Friday, 8 May 2009.

EDNA MAY GOLD PROJECT: PROGRESS

During the past quarter, the Edna May Gold Project Feasibility Study and Financial Model were finalised, the details of which were reported in the December 2008 Quarterly Activities Statement.

Following the successful finance and fund-raising activities as reported above, the Edna May Gold Project is fast moving from a vision to a reality, with final Board and Mining approvals, and commencement of the planned construction phase expected in the June 2009 Quarter.

In the quarter under review, the project economics have been significantly improved by the following:-

• Securing of finance facility including the hedging facility of A$1,544 per ounce for 22% of the Projects Mineral Resource (includes the recently reported maiden Greenfinch Mineral Resource);

• An 11% (79,000 ounce) increase to the Projects Global Ore Reserve via an upgrading of Greenfinch mineralisation adjacent to and along strike of the Edna May open pit. The Projects Global Ore Reserve now stands at 817,000 ounces extending the potential life-of-mine to more than seven years; and

• Project cost savings made possible by the reduced demand for mining products and services in the current economic climate.

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Pre Construction Preparations

Preparations for the construction phase are advancing as planned, including nomination of the major project contractor, Perth-based GR Engineering Services (GRES) to undertake the >A$50 million refurbishment and construction of the processing facility on site; which is the single largest capital component of the A$92 million project budget.

Detailed engineering design has commenced with reductions in project capital becoming evident. Commencement of construction is on schedule for the current quarter.

Detailed contract tenders and negotiations have commenced for supply of power, mining equipment and maintenance, accommodation and catering for the single person accommodation village.

Project Cost Saving Opportunities Post Resources-Boom

Notably, the cost estimates for the Edna May Gold Project Feasibility Study were carried out at the peak of the commodities cycle when there was unprecedented demand for goods and professional services. That economic environment has since changed considerably, and Catalpa is taking the opportunity to revisit all of the project costs to realise savings wherever possible.

Early indications are positive with regard to reductions to the original Bankable Feasibility Study capital and operating budget. The Catalpa management team are extremely focused on pursuing both capital and operating cost reductions through the tender and negotiation process.

Project Timeframe

Catalpa is currently working towards the following project timeframe to achieve first gold production at Edna May in Q2 2010:

FundingFinalised
Board Approval		●
MiningPermit Awarded				●
Appointment of Contractors				●
Construction Phase
MiningPre Strip
Commissioning
First Gold Poured																●
Production Ramp-Up
Full Production
	Mar	Apr		May	Jun	Jul	Aug	Sep	Oct	Nov	Dec	Jan	Feb	Mar	Apr	May	Jun	Jul	Aug	Sep
	Q1	Q2				Q3			Q4			Q1			Q2			Q3
	2009											2010

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GREENFINCH MAIDEN ORE RESERVE

On 7 April 2009, Catalpa announced its maiden Ore Reserve of 79,000 ounces at the Greenfinch Deposit, adjacent to and along strike from the Edna May open pit. The additional ounces represent an 11% boost to the Global Ore Reserves of the Edna May Gold Project. With new Global Ore Reserves of 817,000 ounces, the potential mine life has been extended beyond seven years, with increased cash operating margins for the Project.

The proximity of the Greenfinch Deposit to the Edna May open pit, further enhances project economics and supports a flexible mining schedule. The Greenfinch mineralisation is open down dip and along strike to the West where further drilling is being planned for the 2009 – 2010 financial year.

Figure 1: Edna May and Greenfinch pit designs.

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The Multiple Indicator Kriged (MIK) estimation of the recoverable Mineral Resource at Greenfinch was compiled by Hellman & Schofield and is reported to a 0.5g/t Au cut-off in the table below:

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The Greenfinch Ore Reserve has been compiled by Coffey Mining. The Ore Reserve is based on a gold price of A$1,250 per ounce at a processing rate of 2.8-3.2Mtpa:

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The Edna May Gold Project now boasts a total Mineral Resource of more than 41 million tonnes for 1.5 million ounces of gold of which 644,000 ounces or 43% is in the JORC Measured category.

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Note: The above tabulation summarising the Projects Total Mineral Resources is a corrected summation of the table reported to the market in Catalpa’s ASX release on 7 April 2009.

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The total Ore Reserve for the project now stands at more than 21 million tonnes for 817,000 ounces of which 61% is in the highest confidence JORC ‘Proved’ category:

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The gold price used for the estimation of the Greenfinch Ore Reserve reflects Catalpa’s recent forward sold position of A$1,544/oz and the current spot gold price. The Edna May Ore Reserve utilised a gold price of A$1,025 per ounce which does not reflect either current spot price or Catalpa’s forward position.

Consequently, Catalpa has commenced the process of reviewing the Edna May Ore Reserve at a gold price of A$1,250 per ounce.

Figure 2 – Plan view of Proposed Greenfinch Pit in relation to Edna May Project

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Figure 3 - Plan view of Greenfinch drillhole locations and significant intercepts

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		GREENFINCH RESOURCE	GREENFINCH RESOURCE	GREENFINCH RESOURCE	DRILL PROGRAMME: 2009 SIGNIFICANT INTERCEPTS	DRILL PROGRAMME: 2009 SIGNIFICANT INTERCEPTS
	Hole ID	m	Au g/t	from (m)	to (m)	Description
	GFRC062	2	3.9	22	24	Edna MayGneiss,micaceous
		1	3.2	54	55	Edna MayGneiss,minor clearquartz
		*7	4.8	69	76	Edna MayGneiss,some smokey& whitequartz
	inc	*2	12.2	69	71	Edna MayGneiss,some smokey& whitequartz
	inc	*2	3.6	74	76	Edna MayGneiss,minor smokey/whitequartz
		1	2.6	83	84	Edna MayGneiss,minor whitequartz
	GFRC064	9	1.8	62	71	Edna MayGneiss,some smokey& whitequartz
	inc	4	2.8	63	67	Edna MayGneiss,1% smokey& whitequartz
	inc	1	6.3	66	67	Edna MayGneiss,minorquartz
		*7	6.7	91	98	Edna MayGneiss withquartz-pyrite-pyrrhotite
	inc	*4	11.0	92	96	Edna MayGneiss withquartz-pyrite-pyrrhotite
	inc	*1	20.2	92	93	Edna MayGneiss withquartz & 5%pyrite-pyrrhotite
		1	3.7	120	121	Edna MayGneiss,minor whitequartz
	GFRC066	1	13.1	4	5	Edna MayGneiss with smokey quartz & sericite
		1	3.0	19	20	Edna MayGneiss,micaceous
	GFRC067	4	2.2	49	53	Edna MayGneiss, quartz(translucent)-rich
		*4	3.5	67	71	Edna MayGneiss
	inc	*1	7.9	69	70	Edna MayGneiss

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Hole ID	m	Au g/t	from (m)	to (m)	Description
GFRC075	1	10.6	17	18	Edna MayGneiss,sericitic
	8	6.9	41	49	Edna May Gneiss, minor translucent quartz and disseminatedpyrite,chloritic
Including	2	25.6	44	46	Edna May Gneiss, minor disseminated pyrite, chloritic
Including	1	46.9	45	46	Edna May Gneiss, chloritic
GFRC080	3	1.4	18	21	Quartz-feldspar, minor amphibolite
	4	1.0	61	65	Edna May Gneiss
Including	1	2.1	64	65	Edna May Gneiss
GFRC081	1	8.1	3	4	Saprolite and translucent quartz
	5	0.8	7	12	Saprolite and translucent quartz
	2	2.6	20	22	Edna May Gneiss and quartz feldspar
	1	26.6	27	28	Edna May Gneiss
	3	2.2	48	51	Edna May Gneiss, some amphibolite, chloritic
GFRC088	8	2.7	20	28	Edna May Gneiss, some granitoid & translucent quartz, sericitic
Including	1	9.9	24	25	Granitoid with greasy quartz
	1	4.1	50	51	Edna May Gneiss
GFRC090					Edna May Gneiss with variably abundant translucent quartz,chloritic
	27	5.3	80	107
including	1	17.7	84	85	Edna MayGneiss,translucentquartz
	2	31.7	102	104	Edna MayGneiss,translucentquartz
GFRC095	1	4.9	61	62	Edna May Gneiss, translucent quartz, chloritic
	3	2.0	90	93	Edna May Gneiss, translucent quartz, chloritic
	5	2.6	107	112	Edna May Gneiss, minor sugary quartz
Including	1	7.9	107	108	Edna May Gneiss and sugary quartz
GFRC099	2	21.8	19	21	Edna MayGneiss with iron-stained translucentquartz
including	1	43.1	19	20	Edna MayGneiss with iron-stained translucentquartz
	3	32.6	26	29	Edna MayGneiss,sericitic
	1	96.3	26	27	Edna MayGneiss,sericitic
	3	3.3	42	45	Edna MayGneiss with sugary quartz,chloritic
GFRC100	4	3.2	18	22	Amphibolite and leucogranite, sugary quartz, sericitic
Including	1	7.7	19	20	Amphibolite and leucogranite, sugary quartz, sericitic
GFRC102	3	7.2	1	4	Soil,overburden
					Leucogranite and amphibolite, sugary and iron-stained quartz
	5	25.8	16	21
including	1	118.8	18	19	Leucogranite with sugaryand iron-stainedquartz

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Figure 4 – Section 11125E

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Figure 5 – Section 10950E

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Figure 6 Section 10850E

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Figure 7 - Section 10725E

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ONGOING EXPLORATION

An auger drilling programme comprising 500 samples is planned to start at the end of April 2009, including first pass wide-spaced geochemical sampling of a recently granted exploration licence as well as infill sampling of the six previously defined gold anomalies situated in close proximity to the proposed mill.

Catalpa’s ongoing exploration programme, in tandem with the advancement of the Edna May Gold Project is an indication of the Company’s commitment to sustainable growth.

EXECUTIVE APPOINTMENTS

Catalpa continues to augment its management capacity, commensurate with the advancement of its Edna May Gold Project. Two executive appointments were made during the March 2009 quarter, with further key appointments planned in coming months as the project progresses:

Mr Stuart Pether – General Manager: Operations

As announced in the previous quarterly report, Stuart Pether was appointed as the Company’s General Manager Operations with effect from 12 January 2009. Mr Pether is an experienced Mining Engineer and holds a BEng (Mining) with an impressive resume with over 20 years hands-on and technical experience in the resources sector.

His experience and proven track record in operations management, technical support, resource evaluation, contracts and project development are already proving to be highly beneficial; as evidenced by Mr Pether’s ownership and commitment to the Edna May Gold Project.

Mr Adrian Pelliccia – Manager Geology

On 23 March 2009, Catalpa appointed Mr Adrian Pelliccia as Manager: Geology. Mr Pelliccia is a Member of the Australasian Institute of Mining and Metallurgy and his formal qualifications include a B.Sc. Hons (Geology) and a Postgraduate Diploma in Applied Finance and Investment with the Securities Institute of Australia.

Mr Pelliccia has worked in various operational, technical and corporate roles in his career within the gold and nickel industries of Western Australia and Victoria. He has considerable experience in mineral resource evaluation; geological and geo-metallurgical modelling; mineral resource estimation; and developing and leading operational geological teams in both underground and open pit environments.

His expertise is valued highly and we welcome Mr Pelliccia to Catalpa’s management team at a very exciting time in the Company’s history.

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AUSTRALIAN DOLLAR GOLD PRICE

The average monthly Australian dollar gold price over the March quarter remained between A$1,300 and A$1,500. Notably, Catalpa Resources has locked in an exceptional forward fixed price of A$1,544 for 352,316 ounces of gold (22% of the Project’s Total Mineral Resource including the recent Greenfinch Resource).

More recently the gold price in Australian dollar terms has reduced from the highs of February 2009. The AUD/USD FX rate has negatively impacted Australian gold prices in recent times as the Australian currency has strengthened against the US dollar by approximately 12%.

Notably, Catalpa was able to capitalise on the on the high Australian dollar gold price in February when the Company was able to lock in gold forward sale contracts. The present gold price remains buoyant for the medium term.

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2008/09 - Australian Gold Price versus USD Exchange
1,500 1.00
1,400 0.90
1,300 0.80
1,200 0.70
1,100 0.60
1,000 0.50
900 0.40
800 0.30
700 0.20
600 0.10
500 0.00
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar
AU AUD AUD/USD SOURCE - Intierra
AUD Gold Price
AUD/USD Exchange
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COMPETENT PERSON STATEMENT

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) aims to become Australia’s next mid tier producer by developing its open pit assets located on its extensive and wholly-owned mining tenements in Western Australia.

Catalpa has recently finalised project funding to commence capital construction of the process plant and other infrastructure at the Edna May Gold Project in the current quarter of 2009. Catalpa plans to pour the first gold from Edna May in the June quarter 2010.

The Edna May Gold Project is conveniently positioned a few kilometres from the infrastructure of Westonia, an established town with a long mining history. The Project is just three hours or 300km by road from Perth; half way between Perth and Kalgoorlie and ideally situated to be serviced by both centres.

The Project has sound economics at a gold price of AUD$1,400 per ounce, which will realise an average annual operating cash margin in excess of $AU75 million. Catalpa’s mine and processing schedule demonstrate average gold production in excess of 100,000 ounces recovered per annum for a life of mine of more than seven years.

In preparation for planned production at Edna May, the Company relocated its 2.8 Mtpa Big Bell mill to site in 2007. The process plant has a twelve month construction and commissioning period scheduled to commence In the June quarter 2009.

With its early cash flow profile, Catalpa aims to grow and develop the Company into Australia’s next mid tier gold producer.

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Significantly, 64% of the Edna May Ore Reserve and 33% of Greenfinch Ore Reserve are already in the highest confidence ‘Proved’ JORC category. Catalpa has demonstrated a sound Mineral Resource base with significant growth potential which, in conjunction with uncomplicated metallurgy and consistent mill feed provide recoveries greater than 91%, making this project an attractive long term opportunity to grow a mid tier gold producer.

Catalpa has amassed a management team with considerable technical, project and operational expertise and has the support of an experienced and innovative Board that is committed to using the continuing strength of the gold price, to realise value for Catalpa’s shareholders.

Catalpa is pursuing parallel growth with a wide-ranging exploration programme underway on its 880km² of under-explored Westonia Greenstone Belt, and is also reviewing regional and other opportunities.

The Company has adopted best practice standards across all of its activities, including health and safety, environmental management, corporate governance functions and social responsibility.

With a buoyant outlook for the Australian gold price and an impressive gold forward sold position, the Board believes that Catalpa Resources presents a solid investment opportunity with attractive margins to provide a solid long life platform for growth.

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For further enquiries contact:

Bruce McFadzean Managing Director Catalpa Resources Limited Tel (08) 9321 3088

Warrick Hazeldine / Annette Ellis Media and Investor Relations Purple Communications Tel: (08) 9485 1254

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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”) 31 March 2009	Quarter ended (“current quarter”) 31 March 2009
		31 March 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) NetOperating Cash Flows	Current quarter $A’000		Year to date (9 months) $A’000
	- (1,084) - - (519) - 17 - - (19)		- (2,963) - - (1,415) - 108 - - (109)
	(1,605)		(4,379)
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 (Option deposit to purchase equipment) Net investing cash flows	- - (37) - - - - - -		- - (48) - - - - - -
	(37)		(48)

• See chapter 19 for defined terms.

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1.13 Total operating and investing cash flows (brought forward)	(1,642)	(4,427)
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	182 - - - - -	3,643 - - - - (259)
	182	3,384
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	(1,460) 3,226	(1,043) 2,809
	1,766	1,766

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 1.24	Aggregate amount of payments to the parties included in item 1.2 Aggregate amount of loans to the parties included in item 1.10	Current quarter $A'000
		118
		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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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
	506
	-
Total	506

Reconciliation of cash

Total Reconciliation of cash		506
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)	1,766	3,226
	-	-
	-	-
	-	-
Total: cash at end of quarter(item 1.22)	1,766	3,226

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
	-
	-

• See chapter 19 for defined terms.

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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	521,594,949	521,594,949
	3,426,014	3,426,014	Nil	Nil
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	38,306,699 200,000 100,000 172,723,071 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	38,306,699 172,723,071	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	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
	1,250,000 1,250,000 1,250,000 1,250,000		Exercise price 6 cents 8 cents 10 cents 12 cents	Expiry date 11/03/2014 11/03/2014 11/03/2014 11/03/2014

• See chapter 19 for defined terms.

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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 April 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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== == == == ==

• See chapter 19 for defined terms.

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