EVOLUTION MINING LIMITED — Interim / Quarterly Report 2010

Apr 29, 2010

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QUARTERLY ACTIVITIES STATEMENT 31 March 2010

Quarterly Report to 31 March 2010

CONTENTS

HIGHLIGHTS ................................................................................................................................. 3 OVERVIEW ................................................................................................................................... 4 CORPORATE ACTIVITIES ............................................................................................................... 5 EDNA MAY OPERATIONS .............................................................................................................. 6 EXPLORATION REPORT ................................................................................................................. 9 EDNA MAY MINERAL RESOURCE AND ORE RESERVE STATEMENT ................................................ 19 CRACOW (Catalpa 30%) .............................................................................................................. 22 CRACOW MINERAL RESOURCE AND ORE RESERVE STATEMENT ................................................... 24 COMPANY PROFILE .................................................................................................................... 25 Appendix 5B .............................................................................................................................. 26

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Catalpa Resources Limited

Quarterly Report to 31 March 2010

HIGHLIGHTS

CORPORATE

• Restructuring of A$10 million mezzanine debt facility with Macquarie Bank completed

• A$20 million equity raising (before costs) to facilitate debt restructure and accelerate exploration program finalised

• Following the Lion Selection merger, shareholder approval granted for the cancellation of 50 million Catalpa shares

• Entered the ASX 300 Index

EDNA MAY GOLD PROJECT (Catalpa 100%)

• Strong safety performance – Edna May remains Lost Time injury free

• Construction two months ahead of Bankable Feasibility Study schedule and within budget

• First gold pour and production of 414 ounces of dore in April

• Mining continues on schedule

• Recruitment completed, >100 persons employed

• Continued exploration success, with encouraging drill results from Golden Point

CRACOW GOLD MINE (Catalpa 30%)

• Safety – Zero Lost Time Injuries during the quarter

• Quarterly gold production of 6,434 ounces - Catalpa 30% attributable ounces

• Cash costs during quarter of A$610 per ounce

• Average gold price achieved for March quarter was A$1,225 per ounce

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Catalpa Resources Limited

Quarterly Report to 31 March 2010

OVERVIEW

The March quarter has been another busy period for Catalpa as it commenced commissioning at Edna May, moving the Company’s gold output towards 130,000 ounces pa.

At an operational level, Catalpa has continued to make excellent progress in the development of its flagship Edna May Gold Project. Mining is underway, construction of the plant is complete, commissioning has commenced with the first gold pour of 414 ounces of dore in April. Recruitment of staff is well advanced with all key operational staff employed to date.

While the Company is focussed on bringing Edna May into production, it is also continuing its strategic exploration program to expand Mineral Resource ounces and increase the Ore Reserve at Edna May. During the quarter a 7,644 metre RC exploration program was completed at Golden Point. Highly encouraging results from the program were announced during the period, confirming the continuity of mineralisation along strike to the east of the Edna May ore body and at depth.

Catalpa is continuing to produce gold at its Cracow Gold Mine in Queensland (Catalpa 30%), with costs remaining within budget, and quarterly production of 21,458 ounces (6,437 ounces attributable to Catalpa).

During the reporting period Catalpa completed a number of important corporate initiatives to put it in a strong position for future growth. This included a restructure and consolidation of the Company’s debt facility and associated equity raising initiatives to raise A$20 million. The latter comprises a A$10 million placement which introduced two large longterm institutional shareholders to Catalpa’s register, and an Entitlement Offer to current shareholders to extend their interest in the Company. This was completed in April with strong shareholder support and ending oversubscribed by A$20 million.

4

Catalpa Resources Limited

Quarterly Report to 31 March 2010

CORPORATE ACTIVITIES

Catalpa has been active at a corporate level during the March quarter with a number of initiatives to improve its capital structure, balance sheet, debt and finance position. These improvements to the Company’s capital structure positions Catalpa for further growth opportunities.

RESTRUCTURING OF CATALPA DEBT

In March, Catalpa announced its intention to restructure its Mezzanine Loan Facility (MLF) of A$10 million with Macquarie Bank. The MLF is part of a total A$65 million debt facility Catalpa has in place with Macquarie.

Benefits of the restructure include a reduction in loan interest costs and removal of the requirement to issue a further 6.06 million highly dilutive options under the structure of the previous MLF.

The debt restructure resulted in the conversion of A$10 million of mezzanine debt into senior debt. This will result in no change to Catalpa’s total debt position, but will lower ongoing interest costs by 2.5% per annum on the amount converted. Macquarie has forgone entitlement to 6.06 million Catalpa options with an exercise price of A$0.825 under the previous MLF. In consideration for these changes, Catalpa has agreed to issue Macquarie with 500,000 Catalpa fully paid ordinary shares.

The issue of 500,000 shares to Macquarie will not require shareholder approval. These shares were issued following the Entitlement Offer record date (26 March 2010) and Macquarie was not eligible to participate in the offer. A precondition of the restructure was the requirement for Catalpa to raise at least A$8 million of new equity.

CAPITAL RAISING

To facilitate the debt restructure and as part of its overall capital requirements, Catalpa announced a share placement and a share entitlement offer to raise A$20 million. The net funds will also be used to accelerate resource definition and exploration drilling at Catalpa’s Edna May Gold Project, and will provide a further working capital buffer during commissioning of Edna May.

Placement

In March, Catalpa completed a placement of 7,590,910 fully paid ordinary shares at A$1.32 per share to raise a total of A$10 million before costs. The placement price represented a discount of 11.4% to the closing price of Catalpa shares on 11 March 2010 and a 5.6% discount to the 20 day volume weighted average price (VWAP).

The placement was made to exempt investors under section 708 of the Corporations Act relying on Catalpa’s capacity under ASX Listing Rule 7.1. This has introduced two large long term institutional investors to Catalpa’s register including a large North American fund.

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Catalpa Resources Limited

Quarterly Report to 31 March 2010

Entitlement Offer

Catalpa also offered all eligible shareholders the opportunity to participate in a fully underwritten 1 for 19 pro rata renounceable Entitlement Offer. The Entitlement Offer price was set at A$1.25 (a 7% discount to the Placement price). The Entitlement Offer represented a discount of 16.1% to the closing price of Catalpa shares on 11 March 2010, a 10.6% discount to the 20 day VWAP and a 15.0% discount to the theoretical ex rights price (after also adjusting for the placement).

The Entitlement Offer opened on March 30, and closed on 16 April with excellent support from eligible shareholders which resulted in the Company successfully raising $10 million before costs. The Entitlement Officer was oversubscribed by A$20 million.

CONSOLIDATION OF CAPITAL STRUCTURE

Following the merger with Lion Selection completed in the preceding December quarter, Catalpa’s newly acquired wholly owned subsidiary, Auselect Limited, held 50 million shares in Catalpa. To conclude the Lion Selection merger process the options and shares which were held by Auselect Limited where cancelled.

At a general meeting held in February shareholders overwhelming supported the buyback of these shares for nil consideration reducing the number of shares on Catalpa’s register from 195 million to 145 million. The initiative has “cleaned-up” the Catalpa share register and removed uncertainty in regards to the number of shares on the register.

ASX 300 INDEX

During the period, the Company announced it had been admitted to the ASX 300 Index. This reinforces the continued growth of Catalpa, and further increases its profile and exposure within the equity and capital markets.

EDNA MAY OPERATIONS

Construction is complete ahead of schedule at Catalpa’s flagship Edna May Gold Project. Mining is underway, recruitment programs are almost complete, commissioning of the processing plant has commenced and the plant delivered its first gold pour of 414 ounces of dore ahead of schedule in April. Early production will allow Catalpa to take advantage of the hedge price of A$1,557 per ounce, which will optimise cash flow to retire debt and fund ongoing exploration and acquisition, and provide for other capital management initiatives.

6

Catalpa Resources Limited

Quarterly Report to 31 March 2010

PEOPLE AND SAFETY

Catalpa has continued progress of the Edna May Gold Project whilst maintaining an excellent safety record. No lost-time injuries have been recorded since the project commenced, including throughout the peak construction phase when there were up to 180 employees and contractors working on-site.

Recruitment remains on schedule. All senior and management roles have been filled and recruitment for process operating roles is almost complete. Catalpa now has 105 employees, many of whom have been employed locally, as per the Company’s commitment to using local labour and local service providers wherever possible.

CONSTRUCTION, COMMISSIONING AND MINING UPDATE

GR Engineering Services (GRES), the major contractor appointed to construct and refurbish the Edna May Gold Project processing plant, has completed construction.

The March quarter has seen substantial construction progress which is now two months ahead of schedule and within budget. During the period, virtually all major construction activities and installations were completed. The processing plant commenced ore commissioning with the mine’s first gold pour occurring in April 2010.

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Photo 1 – first gold pour in April 2010

Power was introduced to the plant in early March allowing pre-commissioning and dry commissioning activities to commence from the crushing circuit back through the processing plant. As reported last quarter, negotiations with Perth Energy resulted in a four year power supply contract.

During March, the entire crushing and recycle circuits were dry commissioned. Both the SAG and Ball mill motors were coupled and spun with no load. This marked a significant milestone in the projects construction.

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Catalpa Resources Limited

Quarterly Report to 31 March 2010

Stage one of the tails storage facility was also completed ahead of schedule providing for a 45% improvement on the planned tails capacity as outlined in the bankable feasibility study. During the quarter, the tailings disposal and decant return pipelines were installed with tails deposited into the facility in early April 2010.

As reported last quarter, production blasting and in-pit mining has commenced, and the Company has now has more than 150,000 tonnes of ore stockpiled on the ROM pad. Mining operations are continuing on a 24 hour basis.

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Photo 2 – crushed coarse ore stockpile during commissioning in April 2010

Catalpa Resources Limited

Quarterly Report to 31 March 2010

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Photo 3 – process plant operating during commissioning in April 2010

EXPLORATION REPORT

While Catalpa is focussed on start up and commissioning of gold processing at Edna May, it has also continued with resource definition and exploration activities at the project in order to add long term value for shareholders.

DRILLING SUCCESS

Catalpa completed an RC Resource Definition drill programme at Golden Point, targeting mineralisation adjacent to the Edna May open pit.

The program included 81 holes for 7,644m on a 20m x 25m spacing targeting the Golden Point Gneiss immediately east of the Edna May open pit. The program follows the significant intercepts encountered from diamond drilling late last year (as reported on 15 October 2009) with a view to expanding the final pit design.

During the reporting period, Catalpa announced results of the drilling program which produced highly encouraging intercepts. Results confirm the continuity of mineralisation along strike and at depth which support the potential to expand Mineral Resource ounces and increase the Ore Reserve at Edna May. An updated Mineral Resource estimate is expected in April following completion of assaying and interpretation of results.

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Catalpa Resources Limited

Quarterly Report to 31 March 2010

A summary of results received from the RC drilling campaign is tabulated below, with best results to date including:

• 8m @ 3.39g/t Au from 52m in GPRC016

• 7m @ 2.07g/t Au from 30m in GPRC017

• 3m @ 8.21/t Au from 83m in GPRC025

• 9m @ 4.79/t Au from 58m in GPRC027

• 8m @ 2.77g/t Au from 37m in GPRC030

• 21m @ 1.89g/t Au from 47m in GPRC031

• 1m @ 6.45g/t Au from 55m in GPRC032

• 1m @ 7.10g/t Au from 62m in GPRC037

• 33m @ 1.32g/t Au from 23m in GPRC064

• 15m @ 2.72g/t Au from 31m in GPRC071

• 23m @ 0.99g/t Au from 43m in GPRC080

• 19m @ 1.26g/t Au from 62m in GPRC090

The results support the interpretation that the Golden Point mineralisation continues at depth and along strike, and would be readily accessible via a cutback to the current pit design. The upper levels of the Golden Point mineralisation are situated within a 20-50 metre deep oxidised zone where any potential increases in Ore Reserves will likely reduce mining and processing costs.

Any underground opportunities would be accessed via the existing decline on the footwall between the two ore bodies. Catalpa is further assessing the strike and down dip extension of the Golden Point Gneiss in its ongoing and accelerated drilling program.

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Catalpa Resources Limited

Quarterly Report to 31 March 2010

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Catalpa Resources Limited

Quarterly Report to 31 March 2010

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Catalpa Resources Limited

Quarterly Report to 31 March 2010

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Catalpa Resources Limited

Quarterly Report to 31 March 2010

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Note: Sampling conducted at 1m intervals down hole. All samples assayed using a total digest of a 50g charge by fire assay method. NSR = No significant Result

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Catalpa Resources Limited

Quarterly Report to 31 March 2010

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Figure 1 Golden Point Gneiss Drilling Location Plan

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Figure 2 Cross section 12162.5E showing recent intercepts through Golden Point Gneiss

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Catalpa Resources Limited

Quarterly Report to 31 March 2010

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Figure 3 Cross section 12212.5E showing recent intercepts through Golden Point Gneiss

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Figure 4 Cross section 12350E showing recent intercepts through Golden Point Gneiss

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Catalpa Resources Limited

Quarterly Report to 31 March 2010

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Figure 5 Cross section 12450E showing recent intercepts through Golden Point Gneiss

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Figure 6 Cross section 12475E showing recent intercepts through Golden Point Gneiss

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Catalpa Resources Limited

Quarterly Report to 31 March 2010

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Figure 7 Oblique section showing recent intercepts through Golden Point Gneiss

REGIONAL EXPLORATION

During the quarter Catalpa successfully completed regional RAB drilling comprising 345 holes for 6,116m to test broadly defined ‘gold-in-auger’ anomalies, historical workings and prospective ‘magnetic lows’ (Edna May lookalikes) that produced six promising areas for deeper follow up drilling. Townrow East, 1km from the Edna May pit, defined a broad 35m downhole intercept of gold anomalism containing 3m @ 1.15g/t Au. The intercept occurs at the favourable hangingwall of a gold-mineralised Edna May Gneiss dyke. Shallow drilling of the broad auger anomalies at Stoneman, Battler West and Colossus North localized the probable source of the gold-in-auger anomalism where deeper drilling is planned.

In combination with the above targets the drill testing of the historical workings at Battler and other ‘magnetic low’ targets surrounding the Rutherfords Reward gold mine is planned.

18

Catalpa Resources Limited

Quarterly Report to 31 March 2010

EDNA MAY MINERAL RESOURCE AND ORE RESERVE STATEMENT

Total Mineral Resources after mining depletion are estimated at 1.66 million ounces of gold. The applied cut-off grade is 0.4 g/t Au to reflect the economic cut-off grade at A$1,250 per ounce.

The Mineral Resource has been estimated to a maximum depth of 300 metres below surface. The Mineral Resource excludes mineralisation defined from previous deep (+300 metre) diamond drilling programs. A focus for Catalpa’s exploration campaign in 2010 is the deeper mineralisation, in an effort to move it towards a JORC compliant Mineral Resource in addition to advancing Golden Point; and drill testing regional targets.

Total Ore Reserves after mining depletion are estimated at 954,000 ounces of gold. Significantly, 62% of the Ore Reserve is in the highest confidence (JORC) Proved category. The gold price of A$1,250 used in the Ore Reserve estimate reflects a moderate approach to the current Australian dollar spot price and excludes the further price benefit Catalpa receives from the forward sold position of 352,316 ounces at A$1,557 per ounce.

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Catalpa Resources Limited

Quarterly Report to 31 March 2010

Mineral Resource Statement (as announced 2 December 2009):

The accompanying statement of 30 November 2009 Edna May and Greenfinch Mineral Resources was estimated using Hellman & Schofield MIK block modelling techniques based on a 0.4g/t Au cut-off grade within a geologically and grade defined mineralisation envelope and in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore reserves (the JORC Code) 2004 edition.

	Edna May Gold Project Mineral Resource Statement Reported to 0.4g/t Au cut-off	Edna May Gold Project Mineral Resource Statement Reported to 0.4g/t Au cut-off	Edna May Gold Project Mineral Resource Statement Reported to 0.4g/t Au cut-off	Edna May Gold Project Mineral Resource Statement Reported to 0.4g/t Au cut-off	Edna May Gold Project Mineral Resource Statement Reported to 0.4g/t Au cut-off	Edna May Gold Project Mineral Resource Statement Reported to 0.4g/t Au cut-off	Edna May Gold Project Mineral Resource Statement Reported to 0.4g/t Au cut-off	Edna May Gold Project Mineral Resource Statement Reported to 0.4g/t Au cut-off	Edna May Gold Project Mineral Resource Statement Reported to 0.4g/t Au cut-off	Edna May Gold Project Mineral Resource Statement Reported to 0.4g/t Au cut-off	Edna May Gold Project Mineral Resource Statement Reported to 0.4g/t Au cut-off	Edna May Gold Project Mineral Resource Statement Reported to 0.4g/t Au cut-off	Edna May Gold Project Mineral Resource Statement Reported to 0.4g/t Au cut-off	Edna May Gold Project Mineral Resource Statement Reported to 0.4g/t Au cut-off	Edna May Gold Project Mineral Resource Statement Reported to 0.4g/t Au cut-off
	Measured			Indicated			Total Measured & Indicated			Inferred			Total Measured, Indicated & Inferred
	Million Tonnes	Gold g/t	'000 Ounces	Million Tonnes	Gold g/t	'000 Ounces	Million Tonnes	Gold g/t	'000 Ounces	Million Tonnes	Gold g/t	'000 Ounces	Million Tonnes	Gold g/t	'000 Ounces
Greenfinch	0.9	1.12	30	2.5	1.00	80	3.4	1.03	110	0.6	1.0	20	4.0	1.02	130
Edna May	21.1	1.05	710	15.8	0.99	500	36.9	1.02	1,210	11.0	0.9	320	47.9	1.00	1,530
TOTAL	22.0	1.05	740	18.3	0.99	580	40.3	1.02	1,320	11.6	0.9	340	51.9	1.00	1,660

Effective holdings

• Catalpa Resources Limited owns 100% of the Edna May Operations Pty Ltd which in turn owns 100% of the Edna May Gold Project.

Footnotes to Mineral Resource

• The Resources are estimates of recoverable tonnes and grades using Multiple Indicator Kriging with block support correction and assuming a smallest mining unit for ore selection.

• Measured and Indicated Resources lie in areas where drilling is available at a maximum of 25 x 25 metre spacing, Inferred Resources exist in areas of broader spaced drilling, generally peripheral to the Measured and Indicated panels.

• All Mineral Resource figures are stated at 30 November, 2009 on a 100% basis, with depletion by production where relevant.

• There are no known environmental, permitting, legal, taxation, political or other relevant issues that would materially affect the estimates of the Mineral Resources.

• Mineral Resources are inclusive of Ore Reserves. The stated contained Mineral Resource metal ounces are considered in-situ; beneficiation recovery factors have not been applied.

• Due to rounding of figures small discrepancies may exist.

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Catalpa Resources Limited

Quarterly Report to 31 March 2010

Ore Reserve Statement (as announced 2 December 2009):

The accompanying statement of Edna May and Greenfinch Ore Reserves as shown below was compiled by Coffey Mining and is in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore reserves (the JORC Code) 2004 edition.

	Edna May Gold Project Ore Reserve Statement Reported to 0.4g/t Au cut-off Proved Probable Total Proved & Probable Million Tonnes Gold g/t '000 Ounces Million Tonnes Gold g/t '000 Ounces Million Tonnes Gold g/t '000 Ounces 0.8 1.14 28 1.7 1.04 58 2.5 1.07 86 16.2 1.09 568 8.6 1.08 300 24.8 1.09 868 17.0 1.09 596 10.3 1.07 358 27.3 1.09 954	Edna May Gold Project Ore Reserve Statement Reported to 0.4g/t Au cut-off Proved Probable Total Proved & Probable Million Tonnes Gold g/t '000 Ounces Million Tonnes Gold g/t '000 Ounces Million Tonnes Gold g/t '000 Ounces 0.8 1.14 28 1.7 1.04 58 2.5 1.07 86 16.2 1.09 568 8.6 1.08 300 24.8 1.09 868 17.0 1.09 596 10.3 1.07 358 27.3 1.09 954	Edna May Gold Project Ore Reserve Statement Reported to 0.4g/t Au cut-off Proved Probable Total Proved & Probable Million Tonnes Gold g/t '000 Ounces Million Tonnes Gold g/t '000 Ounces Million Tonnes Gold g/t '000 Ounces 0.8 1.14 28 1.7 1.04 58 2.5 1.07 86 16.2 1.09 568 8.6 1.08 300 24.8 1.09 868 17.0 1.09 596 10.3 1.07 358 27.3 1.09 954	Edna May Gold Project Ore Reserve Statement Reported to 0.4g/t Au cut-off Proved Probable Total Proved & Probable Million Tonnes Gold g/t '000 Ounces Million Tonnes Gold g/t '000 Ounces Million Tonnes Gold g/t '000 Ounces 0.8 1.14 28 1.7 1.04 58 2.5 1.07 86 16.2 1.09 568 8.6 1.08 300 24.8 1.09 868 17.0 1.09 596 10.3 1.07 358 27.3 1.09 954	Edna May Gold Project Ore Reserve Statement Reported to 0.4g/t Au cut-off Proved Probable Total Proved & Probable Million Tonnes Gold g/t '000 Ounces Million Tonnes Gold g/t '000 Ounces Million Tonnes Gold g/t '000 Ounces 0.8 1.14 28 1.7 1.04 58 2.5 1.07 86 16.2 1.09 568 8.6 1.08 300 24.8 1.09 868 17.0 1.09 596 10.3 1.07 358 27.3 1.09 954	Edna May Gold Project Ore Reserve Statement Reported to 0.4g/t Au cut-off Proved Probable Total Proved & Probable Million Tonnes Gold g/t '000 Ounces Million Tonnes Gold g/t '000 Ounces Million Tonnes Gold g/t '000 Ounces 0.8 1.14 28 1.7 1.04 58 2.5 1.07 86 16.2 1.09 568 8.6 1.08 300 24.8 1.09 868 17.0 1.09 596 10.3 1.07 358 27.3 1.09 954	Edna May Gold Project Ore Reserve Statement Reported to 0.4g/t Au cut-off Proved Probable Total Proved & Probable Million Tonnes Gold g/t '000 Ounces Million Tonnes Gold g/t '000 Ounces Million Tonnes Gold g/t '000 Ounces 0.8 1.14 28 1.7 1.04 58 2.5 1.07 86 16.2 1.09 568 8.6 1.08 300 24.8 1.09 868 17.0 1.09 596 10.3 1.07 358 27.3 1.09 954	Edna May Gold Project Ore Reserve Statement Reported to 0.4g/t Au cut-off Proved Probable Total Proved & Probable Million Tonnes Gold g/t '000 Ounces Million Tonnes Gold g/t '000 Ounces Million Tonnes Gold g/t '000 Ounces 0.8 1.14 28 1.7 1.04 58 2.5 1.07 86 16.2 1.09 568 8.6 1.08 300 24.8 1.09 868 17.0 1.09 596 10.3 1.07 358 27.3 1.09 954	Edna May Gold Project Ore Reserve Statement Reported to 0.4g/t Au cut-off Proved Probable Total Proved & Probable Million Tonnes Gold g/t '000 Ounces Million Tonnes Gold g/t '000 Ounces Million Tonnes Gold g/t '000 Ounces 0.8 1.14 28 1.7 1.04 58 2.5 1.07 86 16.2 1.09 568 8.6 1.08 300 24.8 1.09 868 17.0 1.09 596 10.3 1.07 358 27.3 1.09 954
	Edna May Gold Project Ore Reserve Statement Reported to 0.4g/t Au cut-off
	Proved			Probable			Total Proved & Probable
	Million Tonnes	Gold g/t	'000 Ounces	Million Tonnes	Gold g/t	'000 Ounces	Million Tonnes	Gold g/t	'000 Ounces
Greenfinch	0.8	1.14	28	1.7	1.04	58	2.5	1.07	86
Edna May	16.2	1.09	568	8.6	1.08	300	24.8	1.09	868
TOTAL	17.0	1.09	596	10.3	1.07	358	27.3	1.09	954

Catalpa Resources Limited notes the following;

Effective holdings

• Catalpa Resources Limited owns 100% of the Edna May Operations Pty Ltd which in turn owns 100% of the Edna May Gold Project.

Footnotes to Ore Reserve

• Ore Reserves are the economically mineable part of Measured and/or Indicated Resources and include diluting materials and allowances for losses which may occur. Ore Reserves are quoted as a subset of Mineral Resources.

• Metal price assumptions for Ore Reserves are A$1,250 per ounce of gold at a processing rate of 2.8- 3.2Mtpa.

• The economic cut-off grade of Ore Reserves is 0.4g/t gold.

• All Ore Reserve figures are stated at 30 November, 2009, with depletion by production where relevant.

• The Ore Reserve figures are shown on a 100% basis.

• There are no known environmental, permitting, legal, taxation, political or other relevant issues that would materially affect the estimates of the Ore Reserves.

• Due to rounding of figures small discrepancies may exist.

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Catalpa Resources Limited

Quarterly Report to 31 March 2010

CRACOW (Catalpa 30%)

The Cracow Gold Mine is located in central Queensland, Australia, approximately 4 kilometres from the township of Cracow and approximately 500 kilometres northwest of the city of Brisbane.

The Mine commenced operations in November 2004 and has consistently produced around 100,000 ounces per annum for the last three years. Ore throughput capacity exceeds 400,000 tonnes per annum with ore currently being sourced from the Royal, Sovereign, Klondyke and Crown mineralised zones. The gold mineralization occurs in steeply dipping low sulphidation epithermal fissure quartz veins developed at the intersection of major structures.

The Cracow Gold Mine is operated by Newcrest (70%) on behalf of the Cracow Mine Joint Venture. Catalpa’s 30% share of gold produced at the Cracow Gold Mine for the three months to 31 March 2010 was 6,437 ounces at cash operating cost of $610/ounce. The 30% share of Cracow is unhedged and unleveraged and continues to be fully exposed to the currently high A$ gold price providing a strong cashflow stream.

Ore Reserves of the project at 31 December 2009 were 0.2 million ounces at 7.1/t gold, compared with a Mineral Resource of 0.8 million ounces at 8.1g/t Au. Exploration success has led to the delineation of the 200,000 ounce Kilkenny Inferred Resource and identification of the Phoenix mineralised structure.

The Cracow Gold Mine is a developed underground operation with a high quality management team. Cracow produces 95,000 – 105,000 ounces of gold annually and has outstanding potential to add substantially to the mine life through exploration success.

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The Cracow Gold Mine is located in the Theodore region of southern Queensland and is very well located with good infrastructure and access. The majority of staff and contractors operate on a fly-infly-out roster from the Sunshine Coast or Brisbane.

Newcrest manages the operation and exploration activities of the Cracow Joint Venture.

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Catalpa Resources Limited

Quarterly Report to 31 March 2010

PEOPLE AND SAFETY

No Lost Time Injuries or Serious Potential Incidents occurred and the LTI free days totals 310 as at the end of March 2010.

ENVIRONMENT

No significant environmental incidents were reported in the quarter.

PRODUCTION

Gold production declined during the quarter in line with forecast, however remains on track to achieve 100,000 oz gold production to 30 June 2010.

Quarterly production summary (30% Attributable basis)	Quarterly production summary (30% Attributable basis)	Quarterly production summary (30% Attributable basis)	Quarterly production summary (30% Attributable basis)	Quarterly production summary (30% Attributable basis)	Quarterly production summary (30% Attributable basis)
		Mar-09	Jun-09	Sep-09	Dec-09 Mar-10
Total Ore Mined	tonnes	34,675	36,142	34,312	35,369 37,476
Ore Processed	tonnes	33,439	33,707	34,283	35,397 35,555
Ore Grade	g/t Au	6.52	8.32	8.49	6.97 6.15
Met Recovery	%	90.7	92.7	92.9	91.2 91.6
Gold Produced	oz	6,632	8,676	8,694	7,231 6,437

COST SUMMARY

Quarterly Cost Summary (30% Attributable basis)

		Mar-09	Jun-09	Sep-09	Dec-09 Mar-10
Gold Produced	(oz)	6,632	8,676	8,694	7,231 6,437
Nominal Gold Price	(A$/oz)	1,337	1,201	1,147	1,220 1,225
Cash Cost	(A$/oz)	594	460	436	545 610
OperatingCashflow	(A$M)	4.9	6.4	6.2	4.9 4.0
Capital Costs	(A$M)	0.8	1.0	1.3	1.5 1.3
Exploration	(A$M)	0.5	0.4	0.4	0.4 0.6

EXPLORATION

Resource definition drilling commenced on the Phoenix structure previously intersected in the decline between the existing Royal mine and the Kilkenny structure. Significant intercepts included:

• PHU001: 3.1m (2.7m) @ 26g/t Au from 99m

• PHU004: 8.3m (6.6m) @ 16g/t Au from 107m

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Catalpa Resources Limited

Quarterly Report to 31 March 2010

Resource definition drilling is ongoing and an initial resource estimate for Phoenix is scheduled for completion in the June quarter 2010.

Regional exploration in the quarter included field mapping, rock chip sampling at Walhalla and soil sampling at Cracow South to define drilling targets at Cracow South, where a repeat of the Cracow Goldfield is targeted.

CRACOW MINERAL RESOURCE AND ORE RESERVE STATEMENT

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• Mineral Resources are contained within an underground mining shape based on a margin cut-off grade

• Mineral Resource quoted on 100% basis (30% attributable to Catalpa)

• ** Further details on CMJV Mineral Resources and Ore Reserves are available on the Newcrest website www.newcrest.com.au

Cracow Ore Reserve Estimate Depleted by production as at December 31, 2009 Royal,Crown,Klondyke North,Sovereign	Cracow Ore Reserve Estimate Depleted by production as at December 31, 2009 Royal,Crown,Klondyke North,Sovereign	Cracow Ore Reserve Estimate Depleted by production as at December 31, 2009 Royal,Crown,Klondyke North,Sovereign	Cracow Ore Reserve Estimate Depleted by production as at December 31, 2009 Royal,Crown,Klondyke North,Sovereign	Cracow Ore Reserve Estimate Depleted by production as at December 31, 2009 Royal,Crown,Klondyke North,Sovereign	Cracow Ore Reserve Estimate Depleted by production as at December 31, 2009 Royal,Crown,Klondyke North,Sovereign	Cracow Ore Reserve Estimate Depleted by production as at December 31, 2009 Royal,Crown,Klondyke North,Sovereign	Cracow Ore Reserve Estimate Depleted by production as at December 31, 2009 Royal,Crown,Klondyke North,Sovereign	Cracow Ore Reserve Estimate Depleted by production as at December 31, 2009 Royal,Crown,Klondyke North,Sovereign
Proved			Probable			Total Proved & Probable
Million Tonnes	Gold g/t	'000 Ounces	Million Tonnes	Gold g/t	'000 Ounces	Million Tonnes	Gold g/t	'000 Ounces
0.6	7.6	152	0.2	5.6	36	0.8	7.1	188

• Ore Reserve based on a gold price of US$750 per ounce of gold

• Ore Reserve quoted on 100% basis (30% attributable to Catalpa)

• ** Further details on CMJV Mineral Resources and Ore Reserves are available on the Newcrest website www.newcrest.com.au

ATTRIBUTION STATEMENTS

The information in this report relating to Edna May has been compiled by Mr John Winterbottom (Project Manager Geology), who is a Member of the Australian Institute of Geoscientists (AIG) and a full-time contract employee of Catalpa Resources Limited. He 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 Winterbottom consents to the inclusion in the report of the matters based upon his information in the form and context in which it appears.

The reported Cracow Mineral Resource, Ore Reserve and Exploration results is based on a Competent Persons Statement provided by Newcrest Mining Limited on behalf of the Cracow Gold Joint Venture. Cracow is an unincorporated joint venture between Catalpa (30%) and Newcrest (70%). Further details on CGJV Ore Reserve are available on the Newcrest website www.newcrest.com.au

24

Catalpa Resources Limited

Quarterly Report to 31 March 2010

COMPANY PROFILE

Catalpa Resources Limited (ASX: CAH) has two exciting gold assets; a 30% interest in the 100,000+ ounce per annum Cracow Gold Mine in Queensland (70% Newcrest Mining Limited); and the 100,000+ ounce per annum Edna May Gold Project in Western Australia (100%).

Catalpa has sold forward 352,316 ounces of the Edna May Operation’s gold production at A$1,557.50 per ounce. At an average gold price of A$1,400 per ounce Catalpa will realize an average cash operating margin of A$72 million per annum from this asset alone.

With a combined Mineral Resource of more than 1.9 million ounces and a combined Ore Reserve of more than a million ounces of gold (refer announcement dated 2 December 2009), the Cracow and Edna May Gold Project will provide a sustainable cash flow to fund Catalpa’s growth strategy.

Catalpa is confident that both the Cracow and Edna May Gold Project offer further Reserve and Resource growth potential, with ongoing exploration programmes at both operations. In parallel, the Company continues to proactively identify and assess other production growth opportunities.

The Company has a committed and technically accomplished management team and a highly-experienced and supportive Board, committed to realising shareholder value from the Company’s growing asset portfolio.

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

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Contacts:

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

Warrick Hazeldine / Annette Ellis Media and Investor Relations Purple Communications Tel: (08) 6314 6300

25

Catalpa Resources Limited

Appendix 5B Mining exploration entity quarterly report

Rule 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

Name of entity
CATALPA RESOURCES LIMITED
ABN 74 084 669 036	Quarter ended (“current quarter”)
74 084 669 036	31 March 2010

Consolidated statement of cash flows

Consolidated statement of cash flows
Cash flows related to operating activities 1.1 Receipts from gold sales 1.2 Payments for (a) production (b) administration 1.3 Interest and other items of a similar nature received 1.4 Interest and other costs of finance paid 1.5 Income taxes paid 1.6 Other NetOperating Cash Flows	Current quarter $A’000	Year to date (9 months) $A’000
	7,825 (3,860) (3,028) 110 (68) - -	11,458 (5,347) (5,416) 400 (87) (272) -
	979	736
Cash flows related to investing activities 1.7 Payment for purchases of: (a) project development (b) equity investments (c) other fixed assets 1.8 Proceeds from maturing term deposits 1.9 Loans to other entities 1.10 Loans repaid by other entities 1.11 Other (cash acquired as part of business combination) 1.12 Other Net investing cash flows	(25,392) - (8) - - - - -	(78,263) - (296) 3,533 - - 2,896 -
	(25,40 0)	(72,13 0)

• See chapter 19 for defined terms.

30/9/2001

Appendix 5B Page 26

Appendix 5B Mining exploration entity quarterly report

1.13 Total operating and investing cash flows (brought forward)	(24,421)	(71,394)
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 (facility fee) 1.20 Other Net financing cash flows	10,247 - 29,000 (37) - - -	10,261 - 49,000 (60) - (1,100) -
	39,210	**58,101 **
Net increase (decrease) in cash held 1.21 Cash at beginning of quarter/year to date 1.22 Cash at end ofquarter	14,789 4,215	(13,293) 32,297
	19,004	19,004

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 1.9	Current quarter $A'000
	210
	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.

30/9/2001

Appendix 5B Page 27

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 standbyarrangements	Amount available $A’000	Amount used $A’000
	65,000	49,994
	NIL	NIL

Estimated cash outflows for next quarter

Estimated cash outflows for next quarter
4.1 Exploration and evaluation 4.2 Development	$A’000
	1,020 18,240
Total	19,260

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)	9,866	4,215
	9,138	-
	-	-
	-	-
Total: cash at end of quarter(item 1.22)	19,004	4,215

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.

30/9/2001

Appendix 5B Page 28

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.

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 Placements Options exercised Options exercised (b) Decreases through returns of capital, buy- backs	152,685,482	152,685,482
	7,590,910 414,477 31,818 (49,922,703)*	7,590,910 414,477 31,818 (49,922,703)*	$1.32 $1.10 $0.88 -	Fully Paid Fully Paid Fully Paid FullyPaid
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)	1,618,319 5,404,796 18,182 375,004 375,004 397,731 340,912 56,819 113,637 113,637 113,637 113,637 6,060,606	1,618,319 5,404,796 - - - - - - - - - - -	Exercise price $1.032 $1.10 $1.137 $0.867 $1.087 $1.307 $1.527 $0.647 $0.647 $0.867 $1.087 $1.307* $0.83	Expiry date 30/6/2010 31/10/2011 22/11/2010 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
7.8 Issued during quarter 7.9 Exercised during quarter	* New exercise price took effect on 23 April announcement dated 24 March 2010)		2010 after the completion of	the Entitlement Offer (refer
	-	-	-	-
	325,399 66,351 9,091 22,727 22,727	325,399 66,351 9,091 22,727 22,727	$1.045 $1.10 $0.88 $0.88 $1.10	30/6/2010 31/10/2011 29/4/2011 23/12/2013 23/12/2013

• See chapter 19 for defined terms.

30/9/2001

Appendix 5B Page 29

Appendix 5B Mining exploration entity quarterly report

|7.10
Expired/cancelled
during quarter
||Exerciseprice
Expiry date|Exerciseprice
Expiry date|Exerciseprice
Expiry date|
|---|---|---|---|---|
||1,536,327
10,218,873|1,536,327
10,218,873|$1.045
$1.10|30/6/2010
31/10/2011|
|7.11
Debentures
(totals only)|||||
|7.12
Unsecured notes
(totals only)|||||

As a consequence of the merger of Catalpa Resources Limited ( Catalpa ) and Lion Selection Limited ( Lion* ) (implemented on 10 December 2009), Catalpa indirectly acquired Lion’s 49,922,703 Catalpa shares, 1,536,327 June 2010 Catalpa options and 10,218,873 October 2011 Catalpa options.

Catalpa cancelled Lion’s Catalpa options and shares during the quarter.

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: 30 April 2010 ~~(Director/~~ Company secretary)

Print name: GRAHAM DOUGLAS ANDERSON

• See chapter 19 for defined terms.

30/9/2001

Appendix 5B Page 30

Appendix 5B Mining exploration entity quarterly report

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.

30/9/2001

Appendix 5B Page 31