EVOLUTION MINING LIMITED — Interim / Quarterly Report 2012

Oct 12, 2011

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Quarterly Activities Report
September 2011
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OVERVIEW

CORPORATE

• Group gold production during the quarter of 25,035 ounces at a cash cost of A$1,002 per ounce (June 2011 quarter: 28,069 ounces, A$1,053 per ounce).

• Cash and gold stocks (excluding gold-in-circuit) at 30 September 2011 of A$25.2 million (June 2011 quarter: A$36.6 million).

• Gold sales of 26,602 ounces realising an average gold price of A$1,602 per ounce (June 2011 quarter: 28,134 ounces, A$1,514).

• Total bank debt reduced by A$6.0 million to A$41.5 million (June 2011 total bank debt: A$47.5 million).

• FY2012 production and cost guidance remains unchanged at 112,000 to 125,000 ounces at A$830 to A$930 per ounce.

MERGER TRANSACTION

• Subsequent to Catalpa’s 15 June 2011 announcement of a merger of equals with Conquest Mining, and the concurrent asset purchase from, and Share Issue to, Newcrest Mining for its interests in the Cracow and Mt Rawdon gold mines, Catalpa released an Explanatory Memorandum in respect of the Share Issue and other resolutions which includes the proposed change of name to Evolution Mining Limited.

Catalpa shareholders are due to vote on the resolutions in relation to the Transaction at a Meeting to be held on 14 October 2011 and Conquest shareholders will vote on the Scheme on the same day. Assuming the Transaction is approved, it is expected to be implemented on 2 November 2011.

OPERATIONS

Edna May Gold Operations, Western Australia

• Edna May gold production of 17,083 ounces at a cash cost of A$1,174 per ounce (June 2011 quarter: 20,569 ounces, A$1,163 per ounce).

• The Edna May ball mill throughput was impacted by mill utilisation issues which were resolved during the quarter.

Cracow Gold Operations, Queensland

• Cracow gold production of 7,952 ounces (attributable to Catalpa) at a cash operating cost of A$632 per ounce (June 2011 quarter: 7,500 ounces, A$750 per ounce).

• This compares to FY2012 full year guidance of 27,000 to 32,000 ounces (attributable to Catalpa) at A$655 and A$780 per ounce.

EXPLORATION

• Edna May drilling programmes continue to underpin business case for underground development with a number of high grade reefs intersected outside the current Mineral Resource with best intersections including:

• 1.11m @ 88.90g/t gold from 562.09m

• • 1.90m @ 36.07g/t gold from 409.50m • 3.35m @ 23.11g/t gold from 406.60m • 2.30m @ 43.78g/t gold from 400.30m

• At Cracow, resource definition drilling continued to support an upgrade of the Kilkenny and Klondyke North Mineral Resources.

• Surface exploration drill holes testing targets at Fordee North and to the west of the Kilkenny epithermal vein corridor were completed and assays are pending.

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B.McFadzean Managing Director and CEO 13 October 2011

• FY2012 full year production guidance remains unchanged at 85,000 to 93,000 ounces at a cash cost of between A$890 and A$990 per ounce.

TELEPHONE: +61 8 6216 9700 FACSIMILE: +61 8 9321 8804 EMAIL: manager@catalparesources.com.au

LEVEL 3, 1 ALTONA STREET, WEST PERTH WA 6005 ASX:CAH PO BOX 1300, WEST PERTH WA 6872 www.catalparesources.com.au

Quarterly Report to 30 September 2011

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GROUP

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GROUP GOLD PRODUCTION SUMMARY

A total of 25,035 ounces were produced w ith gold sales of 26,602 ounces at a cash cost of A $ 1,002 for the three months ended 30 September 2011. Cash and gol d stocks (excluding gold-in-circuit) at 30 September 2 011 totalled A$36.6 million (June quarter 2011: A$36.6 million) with a debt reduction of A$6.0 million to A$41.5 million a chieved (June 2011 quarter: A$47.5 million).

Production Summary	Production Summary	Dec 2010 Qtr	Mar 2011 Qtr	Jun 201 1 Qtr	Sep 2011 Qtr
Total Production	ounc es	24,942	21,959	2 8,069	25,035
Edna May Production	ounc es	17,148	14,463	2 0,569	17,083
Cracow Production (30%)	ounc es	7,794	7,496	7,500	7,952
Group Production C1 Cash Cost	A$ ou nce	822*	1,041*	1,053	1,002
Group Achieved Gold Price	A$ ou nce	1,501	1,489	1,514	1,602

(1)Cracow only

(*)Accounting adjustments included

Note: C1 Cash Cost represents the cost for mining, p rocessing and administration, including accounting movements f o r stockpiles and gold-in-circuit. It does not include costs for exploration, mine develop m ent, royalties or processing mill capital works. It includes net pro c eeds from by-product credits.

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G roup Gold Production Summary
28,069
30,000 $ 1,600
24,94 2 25,035
25,000 21,959 $ 1,500
20,000 $ 1,400
15,000 $ 1,300
10,000 $ 1,200
5,000 $ 1,100
0 $ 1,000
Dec 2010 Qtr Mar 2011 Qtr Jun 2011 Qtr Sep 2011 Qtr
Edna May Cracow Realised Gold Price (A $ /oz)
Ounces A$/oz
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MERGER TRANSACTION

On 15 June, Catalpa announced that it ha d entered into a binding transaction agreement that w ill result in the creation of a leading growth-focused Australian gold c o mpany through its proposed merger by scheme of a rrangement with Conquest Mining Limited (Conquest) and the concurrent asset purchase from, and Share Issue to, Newcrest Mining Limited (Newcrest) for its interests in the Cracow a nd Mt Rawdon gold mines (together, the Transactio n ).

On 13 September 2011, Catalpa released a n Explanatory Memorandum in respect of the Shar e Issue and other resolutions which includes the proposed change of name to Evolution Mining Limited. Catalpa sharehol d ers are due to vote on the resolutions in relation to the Transaction a t a Meeting to be held on 14 October 2011 at 10a m (Perth time) at the Rydges Perth, Level 1, on the corner of King and Hay Streets, Perth, Western Australia. Conquest s h areholders will vote on the Scheme on the same day.

Assuming, both Conquest and Catalpa sha r eholders approve the Scheme and Share Issue, the T ransaction is expected to be implemented on 2 November 2011.

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Quarterly Report to 30 September 2011

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EDNA MAY G OLD OPERATIONS (100%-owne d )

BACKGROUND

Catalpa’s Edna May Gold Operation is loc a ted at Westonia, 300 kilometres east of Perth, Wes t ern Australia. Catalpa owns 100% of this asset which has a current mine life of nine years. Ore is sourced from the Edna Ma y open pit.

The current exploration programme is su c cessfully targeting high-grade reef extensions ben e ath the open pit within the under explored multi-million ounce Edna M ay gold system, with a view to establishing a concu r rent underground operation in 2012. Regional acquisition targets continue to be assessed. These activities provide potential for additional high grade ore to be supplied to the Edna May processing plant.

HEALTH & SAFETY

Edna May incurred one Lost Time Injur y (LTI) in the September 2011 quarter. The All Injury Frequency Rate (AIFR) calculated as a rolling 12 month averag e is 10.96 (June 2011 quarter: 10.94). Catalpa will c ontinue to focus on safety performance to ensure a safe working env i ronment for all employees and contractors.

PRODUCTION

At Edna May, 17,083 ounces of gold was produced in the September 2011 quarter (June 2 0 11 quarter: 20,569 ounces). Subsequent to above budget production p erformance in July, September quarter production a n d cash costs were impacted by under budget mill utilisation due to b all mill trunion bearing and lubrication system failure, now resolved. The mill continued to reconcile well against the grade control model being within 3% of grade control e s timates. Mining productivity was impacted by rain events.

Cash costs at Edna May were above fore c ast for the quarter. These costs are anticipated to r educe with increasing plant reliability and throughput, consequently F Y 2012 production and cost guidance remains unchan g ed.

Operating results at the Edna May Gold O p erations by quarter are as follows:

Production	Production	Dec 2010 Qtr	Mar 2011 Qtr	Jun 2011 Qt r	Sep 2011 Qtr
Ore Tonnes Mined	tonnes	776,387	735,346	743,693	508,324
Ore Tonnes Milled	tonnes	595,053	544,033	608,263	596,374
Gold Grade	g/t	1.00	0.93	1.17	1.02
Recovery	%	90	89	91	87
Recovered Gold	ounces	17,148	14,463	20,569	17,083
C1 Cash Cost	A$ ounce	953*	1,261*	1,163	1,174

(*)Accounting adjustments included

Note: C1 Cash Cost represents the cost for mining, processing and administration, including accounting movements for stockpiles and gold-in-circuit. It does not include costs for exploration, mine develop m ent, royalties or processing mill capital works. It includes net pro c eeds from by-product credits.

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Edna May Gold Produc t ion Edna May P r ocessing
25,000 700,000 1.40
20,569 600,000 595,053 544,033 608,263 596,374 1.20
20,000 17,148 14,463 17,083 500,000 1.00
15,000
400,000 0.80
10,000 300,000 0.60
5,000 200,000 0.40
0 100,000 0.20
Dec 2010 Qtr Mar 2011 Qtr Jun 2011 Qtr S ep 2011 Qtr 0 0.00
Dec 2010 Qtr Mar 2011 Qt r Jun 2011 Qtr Sep 2011 Qtr
Ounces Produced Tonn e s Milled
Ounces
Tonnes
Grade Milled g/t Au
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Quarterly Report to 30 September 2011

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UNDERGROUND EXPLORATION AND RESOURCE DEFINITION

The significant potential of the under-explored Edna May gold system continued to be drill tested with the completion of 17 drill holes for the quarter for a total of 8,006 metres.

Three holes of Stage 2 drilling (Holes EMD033, EMD035, EMD037), designed to test for lateral extensions to mineralisation in the limbs of defined reef structures, successfully intersected a number of high grade reefs outside the current Mineral Resources as anticipated (Figure 1).

14 holes of Stage 3 drilling designed to upgrade Mineral Resources from the Inferred to Indicated category, targeting an area 350 to 400 metres below surface immediately above the main pegmatite were completed. Holes intersected mineralisation in line with expectations and confirmed the new structural interpretation of the Edna May reef system undertaken in May 2011 (Figure 1). Significant results are presented in the Appendix and best high grade intersections returned during September 2011 quarter included:

• 1.11m @ 88.90g/t gold from 562.09m in EMD051W (Stage 3)

• 1.90m @ 36.07g/t gold from 409.50m in EMD052 (Stage 3)

• 3.35m @ 23.11g/t gold from 406.60m in EMD052A (Stage 3)

• 0.77m @ 41.2g/t gold from 487.10m in EMD052A (Stage 3)

• 2.30m @ 43.78g/t gold from 400.30m in EMD058A (Stage 3)

Results from Stage 2 and Stage 3 drilling returned to date, and particularly the recently reported (2 June 2011) high grade intersection 100 metres beneath the current Resource, demonstrate the significant potential for further Resource growth within the Edna May gold system at depth and along strike. Drilling programmes are ongoing with the objective of developing a high grade underground operation concurrent with existing operations to provide high grade feed to the Edna May plant. Trial mining studies have been completed and the results of which are currently being reviewed.

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Stage 2 resource Stage 2 resourceextensional area
extensional area
Stage 3 resource
Stage 3 resource extensional area and resource
extensional area and upgrade
resource upgrade
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Figure 1: Oblique view of Edna May interpreted reefs areas of recent drilling

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Quarterly Report to 30 September 2011

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CRACOW GOLD OPERATIONS (30% owned)

BACKGROUND

The Cracow Gold Operations are located i n central Queensland, Australia, approximately four kilometres from the township of Cracow and approximately 500 kilomet r es northwest of the city of Brisbane. Catalpa owns 3 0 % of this asset which is well managed and operated by Newcrest (70% ) . Cracow continues to provide consistent cash flow t o Catalpa and Newcrest.

Underground mine development comm e nced in December 2003 and first gold was pour e d in November 2004. Ore throughput capacity was successfully incr e ased from 400,000 tonnes per annum to 550,000 t onnes per annum in March 2011. The 30% share of Cracow gold pr o duction is unhedged and continues to be fully ex p osed to the currently high Australian dollar gold price providing a str o ng cash flow stream.

The Cracow Gold Operations has a histor y of producing between 95,000 and 105,000 ounces of gold per annum and has outstanding potential to add substantially t o the mine life through exploration success.

HEALTH & SAFETY

No Lost Time Injuries (LTI’s) occurred duri n g the September 2011 quarter with site extending i t s LTI free days at the end of September 2011 to 858.

PRODUCTION

Cracow Gold Operations continued to p e rform well and to provide consistent cash flow wit h attributable production of 7,952 ounces at a cash operating cost o f A$632 per ounce in the September quarter 201 1 (June 2011 quarter: 7,500 ounces, A$750 per ounce). Gold producti o n was higher than the previous quarter as a result of higher gold feed grade. Operating results at the Cracow Gold Ope r ations by quarter are as follows (30% attributable Ca t alpa):

Production	Production		Dec 2010 Qtr	Mar 2011 Qtr	Jun 2011 Qtr		Sep 2011 Qtr
Ore Tonnes Mined	tonnes		36,420	34,828	32,238		36,688
Ore Tonnes Milled	tonnes		35,342	37,226	40,891		39,744
Gold Grade	g/t		7.40	6.79	6.16		6.75
Recovery	%		92.6	92.2	92.6		92.3
Recovered Gold	ounces		7,794	7,496	7,500		7,952
C1 Cash Cost	A$ ounce		533	617*	750		632

(*)Accounting adjustments included

Note: C1 Cash Cost represents the cost for mining, processing and administration, including accounting movements for stockpiles and gold-in-circuit. It does not include costs for exploration, royalties, min e development or processing mill capital works. It includes net pro c eeds from by-product credits.

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Cracow Gold Producti o n
10,000
7,794 7,496 7,500 7,952
8,000
6,000
4,000
2,000
0
Dec 2010 Mar 2011 Jun 2011 Sep 2011
Ounces Produced 30%
Ounces
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Cracow Pro c essing
50,000 10
40,891
40,000 35,342 37,226 39,744 8
30,000 6
20,000 4
10,000 2
0 0
Dec 2010 Mar 2011 Jun 2011 Sep 2011
Tonnes Milled 30% Feed Grade
g/t Au
Tonnes
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Quarterly Report to 30 September 2011

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EXPLORATION

Resource definition drilling to support an upgrade of the Kilkenny and Klondyke North Mineral Resources continued at Cracow during the quarter.

Underground resource definition drilling continued at the Kilkenny Shoot with 37 holes for 3,802.8 metres being completed. Assays for 23 holes from this program are pending, and significant results returned to date include:

13.8m (7.14m)1 @ 10.58g/t gold from 15.7m in KKU146

9.9m (6.73m)1 @ 8.9g/t gold from 10m in KKU147

5.3m (4.58m)1 @ 16.83g/t gold from 38.2m in KKU151

Note:[1] estimated true width

The results to date at Kilkenny are in line with expectations, and drilling remains on track to achieve the conversion of approximately 70koz of Inferred Resource to Indicated status.

Resource definition drilling continued at Klondyke North with 11 holes being completed for a total of 1,284.9 metres. Drilling continued to define the main Klondyke lode and several holes intersected a hanging-wall splay structure. Assays for 13 holes from this program are pending, and significant intersections returned to date include:

11.4m (4.92m)[1] @ 10.73g/t Au from 60.6m in KNU072

12.5m (7.5m)[1] @ 7.9g/t Au from 83.6m in KNU075

5.25m (2.13m)[1] @ 6.9g/t Au from 58.75m in KNU083

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Note:[1] estimated true width

The results returned to date at Klondyke are broadly in line with expectations, and indicate potential for a small mineralised shoot, in a favourable location some 50 metres off the Royal Decline.

Surface exploration totalling 3,897 metres was completed during the September 2011 quarter, comprising three holes completed and one hole in progress. Completed holes tested targets to the west of the Kilkenny epithermal vein corridor and at Fordee North. Assay results are pending.

At Golden Plateau, CGP030 which tested the NS12 target returned 1 metre @ 1.0g/t Au from 216 metres, from a 9 metre wide quartz lode, and 1 metre @ 1.0g/t gold from 109 metres, from an additional 10 metre wide quartz lode to the east. No significant results were returned from two holes (CGP031 and CGP032) drilled at the Bradshaws target, which followed up on an earlier intercept of 7 metres @ 5.91g/t gold in CGP023. This drilling has substantially changed the geological interpretation and the data suggest that only very restricted zones of high grade mineralisation occur within a number of structures, rather than within a single, shallowly south dipping structure as originally interpreted. As anticipated, no significant results were returned for three holes (CGP033, CGP034 and CGP035) drilled to test for remnant high grade mineralisation on the margins of historic stopes at Golden Plateau West.

Significant intersections from all holes drilled during the September 2011 quarter are presented in the Appendix.

COMPETENT PERSONS STATEMENT

The reported Edna May exploration results have been compiled by Mr John Winterbottom (Manager Geology), who is a Member of the Australian Institute of Geoscientists (AIG) and a full-time 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 exploration results have been endorsed by Mr Colin Moorhead (Newcrest) who is a Member of the Australian Institute of Mining and Metallurgy (AusIMM) and a full-time employee of Newcrest Mining 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 Moorhead consents to the inclusion in the report of the matters based upon his information in the form and context in which it appears.

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Quarterly Report to 30 September 2011

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CORPORATE INFORMATION

ABN 74 084 669 036

Directors Peter Maloney (Chairman) Bruce McFadzean (Managing Director) John Rowe (Non-Executive Director) Murray Pollock (Non-Executive Director) Barry Sullivan (Non-Executive Director) Graham Freestone (Non-Executive Director)

Company Secretary

Erik Palmbachs and Paul Mason (Joint Company Secretaries)

Registered Office

Level 3, 1 Altona Street WEST PERTH WA 6005 Tel: (618) 6216 9700 Fax: (618) 9321 8804 Email: manager@catalparesources.com.au

Share Register

Link Market Services Limited Ground Floor 178 St Georges Terrace PERTH WA 6000 Tel: 1300 554 474 (toll free) Tel: (612) 8280 7111 Fax: (612) 9287 0303 Email: registrars@linkmarketservices.com.au

Auditors

Deloitte Touche Tohmatsu Level 14, Woodside Plaza 240 St George’s Terrace PERTH WA 6000 Tel: (618) 9365 7000

Internet Address

www.catalparesources.com.au

Stock Exchange Listing

Catalpa Resources Limited (CAH) shares are listed on the Australian Securities Exchange.

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Quarterly Report to 30 September 2011

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APPENDIX

Edna May Resource Definition and Extension Drilling	Edna May Resource Definition and Extension Drilling	Edna May Resource Definition and Extension Drilling	Edna May Resource Definition and Extension Drilling	Edna May Resource Definition and Extension Drilling	Edna May Resource Definition and Extension Drilling	Edna May Resource Definition and Extension Drilling	Edna May Resource Definition and Extension Drilling	Edna May Resource Definition and Extension Drilling	Edna May Resource Definition and Extension Drilling
Hole	Mine East	Mine North	RL	Dip	Azimuth Mine Grid	From (m)	To (m)	Interval (m)	Au (g/t)
EMD033B	11766	9773	1338	-68	077	381.05	383.70	2.65	4.49
EMD033B	11766	9773	1338	-68	077	385.80	387.90	2.10	3.62
EMD033B	11766	9773	1338	-68	077	449.50	450.60	1.10	10.15
EMD033B	11766	9773	1338	-68	077	505.15	507.04	1.89	5.09
EMD035	11766	9773	1338	-73	125	307.85	310.25	2.40	4.57
EMD035	11766	9773	1338	-73	125	388.73	389.90	1.17	11.30
EMD035	11766	9773	1338	-73	125	429.60	430.80	1.20	7.64
EMD036A	11766	9773	1338	-73	125	413.46	414.65	1.19	6.78
EMD047	11346	9706	1340	-65	082	434.50	436.70	2.20	6.81
EMD047	11346	9706	1340	-65	082	457.60	459.90	2.30	7.84
EMD047	11346	9706	1340	-65	082	480.50	481.53	1.03	7.99
EMD047	11346	9706	1340	-65	082	504.60	506.80	2.20	5.37
EMD047	11346	9706	1340	-65	082	545.80	548.77	2.97	3.09
EMD047	11346	9706	1340	-65	082	556.95	558.15	1.20	11.60
EMD047	11346	9706	1340	-65	082	564.07	566.63	2.56	6.35
EMD047	11346	9706	1340	-65	082	586.70	587.70	1.00	7.64
EMD048W	11344	9707	1340	-68	093	552.55	553.95	1.40	7.20
EMD048W	11344	9707	1340	-68	093	556.00	557.20	1.20	4.22
EMD051	11350	9746	1340	-73	079	413.53	415.25	1.72	7.22
EMD051W	11350	9746	1340	-73	079	411.40	413.00	1.60	4.73
EMD051W	11350	9746	1340	-73	079	484.10	485.30	1.20	8.39
EMD051W	11350	9746	1340	-73	079	526.76	529.70	2.94	5.21
EMD051W	11350	9746	1340	-73	079	544.30	545.50	1.20	4.87
EMD051W	11350	9746	1340	-73	079	562.09	563.20	1.11	88.90
EMD052	11347	9724	1340	-76	070	409.50	411.40	1.90	36.07
EMD052A	11348	9725	1340	-76	070	406.60	409.95	3.35	23.11
EMD052A	11348	9725	1340	-76	070	487.10	487.87	0.77	41.20
EMD052A	11348	9725	1340	-76	070	493.30	494.40	1.10	12.00
EMD054	11351	9746	1339	-71	089	441.75	442.85	1.10	5.41
EMD054	11351	9746	1339	-71	089	474.60	475.80	1.20	7.18
EMD054	11351	9746	1339	-71	089	489.00	490.20	1.20	5.80
EMD054	11351	9746	1339	-71	089	500.80	502.25	1.45	4.31
EMD057W	11456	9809	1339	-60	137	375.55	376.60	1.05	4.84
EMD058A	11456	9808	1339	-56	112	400.30	402.60	2.30	43.78
EMD058A	11456	9808	1339	-56	112	461.18	462.17	0.99	13.70
EMD058A	11456	9808	1339	-56	112	476.20	481.00	4.80	4.36
EMD058A	11456	9808	1339	-56	112	484.60	485.80	1.20	4.91

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Quarterly Report to 30 September 2011

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	Cracow - Kilkenny Resource Definition Drilling (underground)	Cracow - Kilkenny Resource Definition Drilling (underground)	Cracow - Kilkenny Resource Definition Drilling (underground)	Cracow - Kilkenny Resource Definition Drilling (underground)	Cracow - Kilkenny Resource Definition Drilling (underground)	Cracow - Kilkenny Resource Definition Drilling (underground)	Cracow - Kilkenny Resource Definition Drilling (underground)	Cracow - Kilkenny Resource Definition Drilling (underground)
Hole	Hole Type	Northing MGA (m)	Easting MGA (m)	Total Depth (m)	Azimuth MGA	Dip	From (m)	To (m)	Interval (m)	Est True Thickness (m)	Au (g/t)
KKU127	Core	7200458	224109	92.6	255	-29	71.5	77.0	5.5	3.62	0.61
KKU126	Core	7200458	224109	128	232	-22	104.1	118.1	14.0	9.19	1.84
KKU146	Core	7200512	224060	44.6	264	-18	15.7	29.5	13.8	7.14	10.58
KKU147	Core	7200512	224060	34.1	298	-18	10	19.9	9.9	6.73	8.90
KKU151	Core	7200514	224062	55.3	245	20	38.2	43.5	5.3	4.58	16.83
KKU152	Core	7200514	224062	62	245	-7	43	51.0	8.0	6.28	5.38
KKU153	Core	7200522	224048	42.2	259	33	12	23.0	11.0	9.9	5.71
KKU154	Core	7200522	224048	45.7	258.5	-16	28	34.9	6.9	4.43	7.18
KKU157	Core	7200518	224064	51.5	335	17	29	37.0	8.0	6.94	5.45
KKU158	Core	7200518	224064	57.9	333	-6	41	49.0	8.0	6.04	7.48
KKU159	Core	7200518	224064	71.7	352	14	55.9	59.0	3.1	0.97	8.68
KKU160	Core	7200518	224064	74.4	346	-5	45	54.1	9.1	4.33	6.00
KKU162	Core	7200542	224141	107.1	307	-8	83	96.0	13.0	11.65	6.40
KKU164	Core	7200542	224141	107.3	328	-8	75.1	80.0	4.9	3.85	1.41
	Cracow - Klondyke Resource Definition Drilling (underground)
Hole	Hole Type	Northing MGA (m)	Easting MGA (m)	Total Depth (m)	Azimuth MGA	Dip	From (m)	To (m)	Interval (m)	Est True Thickness (m)	Au (g/t)
KNU059	Core	7200683	224998	62.2	202	34	41.15	47	5.85	3.9	4.49
KNU063	Core	7200683	224998	64.1	223	35	42.3	49.2	6.9	4.9	3.27
KNU064	Core	7200683	224998	51	223	-23	31	38	7	6.8	1.87
KNU065	Core	7200683	224998	51.8	231	11	33.6	36.9	3.3	3.1	6.52
KNU066	Core	7200683	224998	84.7	232	-49	38.05	41.2	3.15	2.5	2.19
KNU071	Core	7200683	224998	75.8	265	-36	51.3	52.7	1.4	0.9	1.89
KNU072	Core	7200683	224998	85.8	270	24	60.6	72	11.4	4.9	10.73
KNU073	Core	7200683	224998	104.9	276	-12	68.3	72.2	3.9	1.9	1.95
KNU074	Core	7200683	224998	120.7	276	-27	56.85	61.15	4.3	2.2	3.51
KNU075	Core	7200683	224998	130.9	278	6	83.6	96.1	12.5	7.1	7.91
KNU076A	Core	7200680	225001	139.9	170	-46	88.6	92.1	3.5	1.69	1.35
KNU077	Core	7200683	224998	97.7	196	-58	41.7	44.1	2.4	1.0	1.51
KNU078	Core	7200683	224998	123.7	233	-62	44.9	48.0	3.1	1.9	1.56
KNU079	Core	7200683	224998	104.6	258	-52	47	52.0	5.0	3.2	1.34
KNU081	Core	7200680	225000	123	175	44	66.2	72.6	6.4	2.41	1.46
KNU080	Core	7200683	224998	132.2	273	-41	87.8	88.7	0.9	0.5	0.78
KNU082	Core	7200683	224998	130.8	196	49	56.4	60.7	4.3	1.9	4.48
KNU083	Core	7200683	224998	97.3	222	53	58.75	64.0	5.25	9	P a g e 2.13
	Golden Plateau (surface)
		Northin	Eastin	Total						Est True

	Cracow - Kilkenny Resource Definition Drilling (underground)	Cracow - Kilkenny Resource Definition Drilling (underground)	Cracow - Kilkenny Resource Definition Drilling (underground)	Cracow - Kilkenny Resource Definition Drilling (underground)	Cracow - Kilkenny Resource Definition Drilling (underground)	Cracow - Kilkenny Resource Definition Drilling (underground)	Cracow - Kilkenny Resource Definition Drilling (underground)	Cracow - Kilkenny Resource Definition Drilling (underground)
Hole	Hole Type	Northing MGA (m)	Easting MGA (m)	Total Depth (m)	Azimuth MGA	Dip	From (m)	To (m)	Interval (m)	Est True Thickness (m)	Au (g/t)
KKU127	Core	7200458	224109	92.6	255	-29	71.5	77.0	5.5	3.62	0.61
KKU126	Core	7200458	224109	128	232	-22	104.1	118.1	14.0	9.19	1.84
KKU146	Core	7200512	224060	44.6	264	-18	15.7	29.5	13.8	7.14	10.58
KKU147	Core	7200512	224060	34.1	298	-18	10	19.9	9.9	6.73	8.90
KKU151	Core	7200514	224062	55.3	245	20	38.2	43.5	5.3	4.58	16.83
KKU152	Core	7200514	224062	62	245	-7	43	51.0	8.0	6.28	5.38
KKU153	Core	7200522	224048	42.2	259	33	12	23.0	11.0	9.9	5.71
KKU154	Core	7200522	224048	45.7	258.5	-16	28	34.9	6.9	4.43	7.18
KKU157	Core	7200518	224064	51.5	335	17	29	37.0	8.0	6.94	5.45
KKU158	Core	7200518	224064	57.9	333	-6	41	49.0	8.0	6.04	7.48
KKU159	Core	7200518	224064	71.7	352	14	55.9	59.0	3.1	0.97	8.68
KKU160	Core	7200518	224064	74.4	346	-5	45	54.1	9.1	4.33	6.00
KKU162	Core	7200542	224141	107.1	307	-8	83	96.0	13.0	11.65	6.40
KKU164	Core	7200542	224141	107.3	328	-8	75.1	80.0	4.9	3.85	1.41
	Cracow - Klondyke Resource Definition Drilling (underground)
Hole	Hole Type	Northing MGA (m)	Easting MGA (m)	Total Depth (m)	Azimuth MGA	Dip	From (m)	To (m)	Interval (m)	Est True Thickness (m)	Au (g/t)
KNU059	Core	7200683	224998	62.2	202	34	41.15	47	5.85	3.9	4.49
KNU063	Core	7200683	224998	64.1	223	35	42.3	49.2	6.9	4.9	3.27
KNU064	Core	7200683	224998	51	223	-23	31	38	7	6.8	1.87
KNU065	Core	7200683	224998	51.8	231	11	33.6	36.9	3.3	3.1	6.52
KNU066	Core	7200683	224998	84.7	232	-49	38.05	41.2	3.15	2.5	2.19
KNU071	Core	7200683	224998	75.8	265	-36	51.3	52.7	1.4	0.9	1.89
KNU072	Core	7200683	224998	85.8	270	24	60.6	72	11.4	4.9	10.73
KNU073	Core	7200683	224998	104.9	276	-12	68.3	72.2	3.9	1.9	1.95
KNU074	Core	7200683	224998	120.7	276	-27	56.85	61.15	4.3	2.2	3.51
KNU075	Core	7200683	224998	130.9	278	6	83.6	96.1	12.5	7.1	7.91
KNU076A	Core	7200680	225001	139.9	170	-46	88.6	92.1	3.5	1.69	1.35
KNU077	Core	7200683	224998	97.7	196	-58	41.7	44.1	2.4	1.0	1.51
KNU078	Core	7200683	224998	123.7	233	-62	44.9	48.0	3.1	1.9	1.56
KNU079	Core	7200683	224998	104.6	258	-52	47	52.0	5.0	3.2	1.34
KNU081	Core	7200680	225000	123	175	44	66.2	72.6	6.4	2.41	1.46
KNU080	Core	7200683	224998	132.2	273	-41	87.8	88.7	0.9	0.5	0.78
KNU082	Core	7200683	224998	130.8	196	49	56.4	60.7	4.3	1.9	4.48
KNU083	Core	7200683	224998	97.3	222	53	58.75	64.0	5.25	9	P a g e 2.13
	Golden Plateau (surface)
		Northin	Eastin	Total						Est True

Quarterly Report t o 30 September 2011

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Cracow – Golden Plateau (surface)	Cracow – Golden Plateau (surface)	Cracow – Golden Plateau (surface)	Cracow – Golden Plateau (surface)	Cracow – Golden Plateau (surface)	Cracow – Golden Plateau (surface)	Cracow – Golden Plateau (surface)	Cracow – Golden Plateau (surface)	Cracow – Golden Plateau (surface)	Cracow – Golden Plateau (surface)	Cracow – Golden Plateau (surface)	Cracow – Golden Plateau (surface)
Hole	Hole Type	Northing MGA (m)	Easti MGA (m) ng	Total Depth (m)	Azimuth MGA	Dip	From (m)	To (m)	Interval (m)	Est True Thickness (m)	Au (g/t)
CGP030	RC	7200766	2278 79	300	271	-53	109	110	1	-	1.0
							216	217	1	-	1.0

Edna May: Sampling conducted between geological fe a tures or 1m intervals down hole. All samples assayed using a tot a l digest of a 50g charge by fire assay method.

Cracow Reporting Criteria: Intercepts reported are inte r vals of Au >1g/t with intervals of <1g/t Au up to 2m included. Sa m ples are generally from diamond core drilling which is NQ diameter for surface holes and L TK 60 for underground. Some intercepts may be of larger or smaller than NQ due to drilling logistics. NQ core is photographed and logged by the geology tea m before being cut in half. Half core samples are prepared for ass a y and the other half is retained in the core farm for future reference. LTK60 core is photogr a phed and logged by the geology team, the whole core is sample d . Each assay batch is submitted with duplicates and standards to monitor laboratory quality.

Location plan of C r acow Gold Operations projects and exploration tar g ets

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Quarterly Report to 30 September 2011

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Appendix 5B

Mining exploration entity quarterly report

Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98, 30/9/2001, 01/06/10.

Name of entity

CATALPA RESOURCES LIMITED

	ABN 74 084 669 036 Consolidated statement of cash flows		Quarter ended (“current quarter”)	Quarter ended (“current quarter”)
			30 September 2011
Cash flows related to operating activities 1.1 Receipts from gold sales 1.2 Payments for (a) production (b) administration (c) exploration 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 (provide details if material) Net OperatingCash Flows		Current quarter $’000		Year to date (3 months) $’000
		43,304 (28,393) (3,998) (90) 312 (1,257) - -		43,304 (28,393) (3,998) (90) 312 (1,257) - -
		9,878		9,878
Cash flows related to investing activities 1.7 Payment for purchases of: (a) project development 1.8 Proceeds from sale of: (a) prospects 1.9 Loans to other entities 1.10 Loans repaid by other entities 1.11 Other 1.12 Other Net investing cash flows 1.13 Total operating and investing cash flows (carried forward)		(9,333) - - - - -		(9,333) - - - - -
		(9,332)		(9,332)
		545		545

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Quarterly Report to 30 September 2011

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	Current quarter $’000	Year to date (3 months) $’000
1.13 Total operating and investing cash flows (brought forward)	545	545
Cash flows related to financing activities 1.14 Proceeds from issues of shares, options, etc. 1.15 Proceeds from borrowings 1.16 Repayment of loan 1.17 Repayment of other borrowings 1.18 Dividends paid 1.19 Other Net financingcash flows	224 - (6,022) (77) - -	224 - (6,022) (77) - -
	(5,875)	(5,875)
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	(5,330) 30,051 -	(5,330) 30,051 -
	24,721	24,721

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 $'000
		365
		NIL
1.25	Explanation necessaryfor an understandingof 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

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Quarterly Report to 30 September 2011

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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 $’000	Amount used $’000
		41,500	41,500
		NIL	NIL

Estimated cash outflows for next quarter

Estimated cash outflows for next quarter
4.1 Exploration and evaluation 4.2 Development 4.3 Production 4.4 Administration	$’000
	589
	6,926
	29,638
	2,355
Total	39,508

Reconciliation of cash

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 $’000	Previous quarter $’000
5.1 Cash on hand and at bank 5.2 Deposits at call 5.3 Bank overdraft 5.4 Other (provide details)	24,721	30,051
	-	-
	-	-
	-	-
Total: cash at end of quarter(item 1.22)	24,721	30,051

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 ofquarter	Interest at end of quarter
-	-	-	-
-	-	-	-

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Quarterly Report to 30 September 2011

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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)	Amount paid up per security (see note 3)
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	178,299,049	178,299,049		Fully Paid
	203,227	203,227	$1.10	Fully Paid
7.5 +Convertible debt securities (description) 7.6 Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted	-	-	-	-
	- -	- -	- -

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Quarterly Report to 30 September 2011

	Quarterly Report to 30 September 2011	Quarterly Report to 30 September 2011	Quarterly Report to 30 September 2011	Quarterly Report to 30 September 2011
	Total number	Number quoted	Issue price per security (see note 3) (cents)	Amount paid up per security (see note 3) (cents)
7.7 Options (description and conversion factor) 7.8 Issued during quarter* 7.9 Exercised during quarter 7.10 Expired during quarter	4,974,315 375,004 375,004 397,731 340,912 56,819 113,637 113,637 113,637 113,637 6,060,606 679,000	4,974,315 - - - - - - - - - - -	Exercise price $1.10 $0.867 $1.087 $1.307 $1.527 $0.647 $0.647 $0.867 $1.087 $1.307 $0.83 $1.69	Expiry date 31/10/2011 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 30/6/2015
	-	-	-	-
	203,227	203,227	$1.10	31/10/2011
	-	-	-	-
7.11 Debentures (totals only)	-	-
7.12 Unsecured notes(totals only)	-	-
7.13 Performance rights* 7.14 Issued during quarter 7.15 Exercised during quarter 7.16 Expired during quarter	575,500 575,500	- -	- -	30/6/2012 30/6/2013
	67,000 67,000	- -	- -	- -
	- -	- -	- -	- -
	15,000 15,000	- -	- -	30/6/2012 30/6/2013

• Issued under the employee options and performance rights plan approved by shareholders at the AGM on 23 November 2010.

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Quarterly Report to 30 September 2011

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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 5).

• 2 This statement does give a true and fair view of the matters disclosed.

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Sign here: (Company secretary)

Date: 13 October 2011

Print name: ERIK PALMBACHS

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.

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