EVOLUTION MINING LIMITED — Interim / Quarterly Report 2011

Jul 27, 2011

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Quarterly Activities Report
June 2011
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• Announced merger with Conquest Mining and concurrent purchase of Newcrest Mining’s interests in the Cracow and Mt Rawdon gold mines to form a leading growth-focused Australian gold company

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• Significant step change in Edna May June quarter with record production; Edna May plant operating consistently at design rates of 2.8Mtpa

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• Positive reconciliations of mill to grade control throughout June quarter Abnormal items expensed in FY2011; well positioned for FY2012

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OVERVIEW

OPERATIONS Annual Performance

• Full-Year Group gold production of 96,109 ounces of gold at a cash cost of A$930 per ounce; Full-Year 2012 cash costs estimated between A$830 and A$940 per ounce

• Annual gold sales of 95,690 ounces at an average realised gold price of A$1,498 per ounce

• Edna May Full-Year production of 65,592 ounces; significant step change in production to impact positively in Full-Year 2012

• Edna May cash cost of A$1,121 per ounce post commissioning; including one-off costs associated with reliability improvements; Full-Year 2012 cash costs estimated between A$890 and A$990 per ounce

• Fully expensed Full-Year 2011 waste mining costs and abnormal items; no carry over to Full-Year 2012

• Cracow Full-Year production of 101,724 ounces (30,517 ounces attributable to Catalpa)

• Cracow Full-Year 2011 cash cost of A$602 per ounce

Quarterly Performance

• Record Group gold production during the quarter of 28,069 ounces and gold sales of 28,134 ounces

• Significant production improvement at Edna May, with record gold production of 20,569 ounces at a cash cost of A$1,163 per ounce (Mar 2011 quarter: 14,463 ounces, A$1,261 per ounce); despite ten days shutdown including six day ‘tie-in’ of regional 206 megawatt Collgar Wind Farm to the power grid

• Cracow gold production of 7,500 ounces (attributable to Catalpa) at a cash operating cost of A$750 per ounce (Mar 2011 quarter: 7,496 ounces, A$617 per ounce)

EXPLORATION

• Upgraded Edna May Underground Mineral Resource of 166,000 ounces; Successful conversion of 60% Inferred Resources to Indicated category

• Strong potential at Edna May for Resource growth with high grade intersections returned up to 100 metres below Mineral Resource; 6.15 metres at 8.5g/t gold

• Edna May drilling programmes continue to underpin business case for underground development

• Cracow exploration drilling confirms the continuation of mineralised structures along the Kilkenny structural corridor and south of Western Field epithermal vein corridors

CORPORATE

• Catalpa announced a company-transforming transaction with Conquest to create a growth-focused mid-tier Australian gold producer through a merger of equals and the concurrent acquisition of the Mt Rawdon and Cracow (70%) gold operations from Newcrest and a capital raising of A$150 million

• Catalpa secured key institutional support for the merger with A$50 million in commitments towards the A$150 million proposed equity raising from Blackrock and Baker Steel

• Total bank debt reduced in Full-Year 2011 by A$17.5 million to A$47.5 million (Mar 2011 total bank debt: A$54.25 million)

• Cash and gold stocks (excluding gold-in-circuit) at 30 June 2011 of A$36.6 million (Mar 2011 quarter: A$40.3 million)

Catalpa CEO and Managing Director Bruce McFadzean said : “Production at Edna May improved significantly (142%) to achieve record ounces in the quarter following extended ramp-up in the first nine months of FY2011. In the June quarter, design plant capacity, positive grade reconciliation and steady state production demonstrated Edna May’s ability to operate in line with Feasibility Study production estimates. At Edna May, we have elected to expense all costs associated with accelerated waste stripping, plant upgrade trials and other abnormal items with no ‘carry over’ into FY2012. Cracow delivered another quarter of solid production. We continue to work hard to successfully complete the merger transaction with Conquest and the Newcrest assets that will position Catalpa as a growth-focused, mid-tier Australian gold producer.”

TELEPHONE: +61 8 6216 9700

LEVEL 1, 9 HAVELOCK STREET, WEST PERTH WA 6005 ASX:CAH

Quarterly Report to 30 June 2011

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GROUP

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GROUP GOLD PRODUCTION SUMMARY

Full-Year Group production of 96,109 ounces was achieved, in line with production guidance of 91,000 to 100,000. Group cash costs of A$930 per ounce were above guidance of A$815 to A$890 as a function of expensing def e rred costs.

Record Group gold production was achieved during the quarter of 28,069 ounces and gold sales of 28,134 ounces at a cash cost of A$1,053 for the three months en d ed 30 June 2011.

Catalpa commences Full-Year 2012 with a balance sheet without deferred mining costs carried forward and with all costs associated with accelerated waste stripping, plant upgrade trials and failed agitator blades at Edna May expensed. The Board is presently considering options regarding life of mine waste deferral accounting which may be m ore appropriate to the nature of the Group's mining operations.

Cash and gold stocks (excluding gold-in-circui t ) at 30 June 2011 totalled A$36.6 million (Mar quarter 2 0 11: A$40.3 million) with a significant annual debt reduction of A$ 1 7.5 million to A$47.5M achieved (Mar 2011 quarter: A$54.25 million).

Production Summary	Production Summary	Sep 20 10 Qtr	Dec 2010 Qtr	Mar 2011 Qtr	Jun 2011 Q tr	FY2011 Total
Total Production	ounces	2 1,140	24,942	21,959	28,06 9	96,109
Edna May Production	ounces	1 3,413	17,148	14,463	20,56 9	65,592
Cracow Production (30%)	ounces	7,727	7,794	7,496	7,50 0	30,517
Group Production C1 Cash Cost	A$ ounce	513(1)	822*	1,041*	1,05 3	930
Group Achieved Gold Price	A$ ounce	1,493	1,501	1,489	1,51 4	1,498

(1)Cracow only

(*)Accounting adjustments included

Note: C1 Cash Cost represents the cost for mining, proce s sing and administration, including accounting movements for stockpil e s and gold-in-circuit. It does not include costs for exploration, mine developmen t , royalties or processing mill capital works. It includes net proceeds fr o m by-product credits.

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Group Gold Production Summary
30,000 28,069 $1,60 0
25,000 21,140 24,942 21,959 $1,50 0
20,000 $1,40 0
15,000 $1,30 0
10,000 $1,20 0
5,000 $1,10 0
0 $1,00 0
Sep 2010 Qtr Dec 2010 Qtr Mar 2011 Qtr Jun 2011 Qtr
Edna May Cracow Realised Gold Price (A$/oz)
Ounces
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GUIDANCE FY2012

Full-Year 2012 Group guidance is estimated t o be in the range of 112,000 to 125,000 ounces and c ash costs estimated between A$830 and A$940 per ounce for Full-Year 2012. Edna May Gold Operations is expected to p roduce in the range of 85,000 to 93,000 ounces at a cash cost es t imated between A$890 and A$990 per ounce followin g the achievement of steady state production. Cracow Gold Operations is expected to continue to produce in the range of 27,000 to 32,000 ounces (attributable 30%) in Full-Year 2012 at a cash cost estimated between A$655 and A$780 per o u nce.

Quarterly Report to 30 June 2011

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ANNOUNCED MERGER TRANSACTION

On 15 June 2011, Catalpa announced that it had entered into a binding transaction agreement that will result in the creation of a leading growth-focused Australian gold company through an all-scrip merger of equals between Catalpa and Conquest Mining Limited (“the Merged Entity”). In a separate and interconditional transaction, the Merged Entity will concurrently purchase Newcrest’s interests in the Cracow and Mt Rawdon gold mines. The Merged Entity will issue shares to Newcrest as consideration for its assets.

The Merged Entity has also committed to undertake a pro-rata renounceable entitlement offer to raise approximately A$150 million shortly following completion of the merger and asset acquisition. The equity raising is intended to suitably capitalise the significantly enlarged Merged Entity ensuring financial flexibility for development of the asset portfolio and to fund growth opportunities. Newcrest has agreed not to participate in the capital raising, with A$50 million of its A$57 million entitlements to be placed to leading institutions Blackrock and Baker Steel. Based on the market capitalisations of Catalpa and Conquest on 14 June 2011 and the terms of the transaction, the Merged Entity’s pro-forma diluted market capitalisation post the entitlement offer is expected to exceed A$1.1 billion[1] .

Highlights of this transaction as announced on the 15 June 2011 include:

• Creation of a leading growth-focused Australian mid-cap gold producer with five Australian gold projects, a defined growth pathway, significant exploration potential and a strong financial position

• Combined group profile:

• Actual production: Approximately 300,000 ounces of gold in Full-Year 2011 (ranking the Merged Entity as a top five Australian gold producer) increasing to 400,000 to 450,000 ounces[2] of gold equivalent by 2013

• Resources: Approximately 7.1 million ounces of gold equivalent[3]

• Reserves: Approximately 3.6 million ounces of gold equivalent[3]

• Significant exploration potential above defined Reserves and Resources

• Cash post proposed equity raising in excess of A$200 million[4] with modest debt of approximately A$61 million[4]

• Size and flexibility to enable an aggressive approach to growth opportunities

• Proven entrepreneurial and operational management team with highly complementary skill sets - Jake Klein to become Executive Chairman and Bruce McFadzean to become Managing Director of the Merged Entity. New Board will include three directors each from Catalpa and Conquest and two nominees from Newcrest. Newcrest will retain a 33% shareholding in the Merged Entity and has indicated it is a long term shareholder in this growth focused vehicle.

The Company also advised that it had formally terminated discussions with St Barbara Limited (ASX:SBM) in relation to the proposed unsolicited conditional takeover proposal announced by St Barbara to the market on 13 May 2011 (the “St Barbara Proposal”). In the process of considering whether to support the Conquest/Newcrest Transaction, the Board of Catalpa gave careful consideration to the St Barbara Proposal and the short and longer term potential it offered.

For a range of reasons, including those outlined in the announcement of the Conquest/Newcrest Transaction, the Catalpa Board unanimously resolved that the best interests of Catalpa shareholders would be served by proceeding with the Conquest/Newcrest Transaction.

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1Based on the Catalpa closing price on the ASX of A$1.705 on 14 June 2011 and a Conquest closing price on the ASX of A$0.45 on 14 June 2011, post issue of shares to Newcrest and assuming completion of the $150 million equity raising. Refer to the Merged Entity Investor presentation for further details.

2 Production range subject to a number of factors including the ramp up of Mt Carlton.

3 Refer to Merged Entity investor presentation to be released to the ASX which provides full Reserves and Resources statements for the relevant assets of each company, assumptions for the calculation of gold equivalent figures and relevant JORC competent person statements.

4 Cash estimate is pre-transaction and integration costs. Pro-forma debt and cash balances do not reflect potential project finance facilities that Conquest is contemplating for Mt Carlton. Conquest intends to continue to progress negotiations for these facilities to cover potential Mt Carlton project commitments pre-completion, although no commitments have been entered into at present.

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Quarterly Report to 30 June 2011

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EDNA MAY GOLD OPERATIONS (100%-owned)

BACKGROUND

Catalpa’s flagship Edna May Gold Operations (100%) at Westonia, Western Australia, has achieved full production in the June 2011 quarter with a record monthly output of 8,026 ounces achieved in May. Ore is sourced from the Edna May open pit with a current mine life of greater than nine years.

The current exploration programme is successfully targeting high-grade reef extensions beneath the open pit within the under explored multi-million ounce Edna May gold system, with a view to establishing a concurrent 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 two Lost Time Injuries (LTI) in the June 2011 quarter. The All Injury Frequency Rate (AIFR) calculated as a rolling 12 month average decreased to 10.94 (Mar 2011 quarter: 11.56) and the number of LTI free days at the end of June 2011 is 26. Catalpa will continue to focus on safety performance to ensure a safe working environment for all employees and contractors.

PRODUCTION

At Edna May, a record 20,569 ounces of gold was produced in the June 2011 quarter (Mar 2011 quarter: 14,463 ounces). This significant step change in production was achieved as a result of sustained plant reliability, positive grade reconciliation and steady state production during the quarter. High production levels are expected to be maintained in Full-Year 2012.

Design plant capacity was achieved and sustained following extended ramp-up to full production in the first nine months of Full-Year 2011. Step change in plant throughput was the result of plant and utility reliability improvements including the commissioning of the new tailings thickener and commencement of installation of new agitator blades. Improved metallurgical recoveries of 91% were an outcome of plant reliability resolutions (Mar 2011 quarter: 89% recovery). The mill reconciled positively against the grade control model by 6% throughout the quarter and this positive trend is continuing in July 2011.

Record gold production was achieved despite planned plant downtime, including six days to ‘tie-in’ the regional 206 megawatt Collgar Wind Farm to the power grid (as reported 11 April 2011). Record quarterly production results demonstrate Edna May’s ability to operate within Feasibility Study production estimates.

Cash costs during the June 2011 quarter of A$1,163 per ounce were above forecast due to the incorporation of abnormal costs of A$180 per ounce associated with the expensing of waste mining costs for the full-year, and a one-off power charge.

Catalpa moves into Full-Year 2012 with no deferred mining costs carried forward and with all costs associated with plant upgrade trials and failed agitator blades expensed.

Operating results at the Edna May Gold Operations by quarter are as follows:

Production	Production	Sep 2010 Qtr	Dec 2010 Qtr	Mar 2011 Qtr	June 2011 Qtr	FY2011 Total
Ore Tonnes Mined	tonnes	301,840	776,387	735,346	743,693	2,557,266
Ore Tonnes Milled	tonnes	568,224	595,053	544,033	608,263	2,315,573
Grade	g/t	0.83	1.00	0.93	1.17	0.99
Recovery	%	88	90	89	91	90
Recovered Gold	ounces	13,413	17,148	14,463	20,569	65,592
C1 Cash Cost	A$ ounce	-	953*	1,261*	1,163	1,121

(*)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 development, royalties or processing mill capital works. It includes net proceeds from by-product credits.

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Quarterly Report to 30 June 2011

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Edna May Gold Production Edna May Processing
25,000 700,000 1.40
20,000 17,148 20,569 600,000 568,224 595,053 544,033 608,263 1.20
13,413 14,463 500,000 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
Sep 2010 Qtr Dec 2010 Qtr Mar 2011 Qtr Jun 201 1 Qtr 0 0.00
Sep 2010 Qtr Dec 2010 Qtr Mar 2011 Qtr Jun 2011 Qtr
Ounces Produced
Tonnes Milled
Ounces
Tonnes
Grade Milled g/t Au
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EDNA MAY UNDERGROUND MINERAL RESOURCE ESTIMATE

In May 2011, the Company reported a revised underground Mineral Resource comprising a total In d icated and Inferred Resource of 700,000 tonnes for 7.4g/t for a total of 166,000 contained ounces of gold in accordanc e with the Australian JORC Code. This result was in line with expectations and highlighted the success of 2010/2011 drilling campaigns in upgrading a high proportion (60%) of Inferr e d Resources to Indicated. The previous Mineral Resou r ce estimate for the Edna May Underground was reported above a 3g/t cut-off in November 2010 and comprised a total o f 660,000 tonnes at 9.1g/t gold for 195,000 ounces and was classi f ied as Inferred only.

Two geological domains were defined for gr a de estimation of the revised Mineral Resource estimat e : high grade quartz reef mineralisation and corresponding hal o mineralisation. A total of eight mineralised reef s were interpreted corresponding to down dip extensions of hist o rically mined reefs together with newly identified hanging wall reefs to the Edna May Gneiss (Figures 1 and 2).

Significantly, the underground Mineral Resou r ce has only been defined to 550 metres below surface. Infill drilling to date has strategically prioritised the upgrade of Inferred Resources close to the existing decline, be n eath the open pit operation (Figure 1). The Mineral Resource re m ains open at depth and along strike.

Importantly, new drill targets for immediate follow-up were identified within the Edna May re e f system following improved geological and structural understanding derived from the 2010/2011 diamond drilling and p it mapping. Targets include possible reefs to the east and west o f defined mineralisation and to the south of the pegm a tite dyke. The area adjacent to the Edna May Gneiss footwall is a l so targeted to determine whether a mineralised southe r n ‘limb’ structure is present as part of the arcuate reef structures (Figure 2). These targets are the subject of on-going drilling programmes in 2011.

Underground mining studies at Edna May ar e being progressed, in alignment with Catalpa’s five-yea r growth strategy to increase Edna May production by concurren t mining of high grade underground ore with existing o pen pit operations. Following the continued success of the surf a ce drilling, Catalpa is currently assessing the option o f trial underground mining. The decline has been inspected and d ewatering is anticipated to be completed in the fourth quarter of Full-Year 2012.

Quarterly Report to 30 June 2011

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Table 1: Edna May Underground Mineral Resource Statement May 2011 (> 3.0g/t lower gold cut off)

Edna May Underground Mineral Resource Statement(including Ore Reserves)	Edna May Underground Mineral Resource Statement(including Ore Reserves)	Edna May Underground Mineral Resource Statement(including Ore Reserves)	Edna May Underground Mineral Resource Statement(including Ore Reserves)	Edna May Underground Mineral Resource Statement(including Ore Reserves)	Edna May Underground Mineral Resource Statement(including Ore Reserves)	Edna May Underground Mineral Resource Statement(including Ore Reserves)	Edna May Underground Mineral Resource Statement(including Ore Reserves)	Edna May Underground Mineral Resource Statement(including Ore Reserves)	Edna May Underground Mineral Resource Statement(including Ore Reserves)
	Indicated			Inferred			Total Indicated & Inferred
	Million tonnes	Gold g/t	‘000 Ounces	Million tonnes	Gold g/t	‘000 Ounces	Million tonnes	Gold g/t	‘000 Ounces
High Grade Reefs	0.1	8.6	35	0.1	10.5	33	0.2	9.4	67
Halo Mineralisation	0.3	6.7	63	0.2	6.0	36	0.5	6.5	99
TOTAL	0.4	7.3	98	0.3	7.6	69	0.7	7.4	166

Figure 1: Edna May Oblique Section (facing East) showing Underground Mineral Resource Location

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100m Final Pit Outline
Leucogranite
Existing Decline
Main target area for May
2011 Resource upgrade
Edna May
Reef Pegmatite
System
Approximate Extent of
Edna May UG Resource
OPEN
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Quarterly Report to 30 June 2011

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Figure 2: Plan view of interpreted reefs and associated haloes highlighting areas for further drilling (1050mRL)

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UNDERGROUND EXPLORATION AND RESOURCE DEFINITION

The significant potential of the under-explored, multi-million ounce Edna May gold system was successfully demonstrated during the June 2011 quarter with extensions to the Edna May Reef and the Western Reef being identified up to 100 metres below the base of the new underground Mineral Resource. Hole EMD069 intersected reefs where anticipated based on structural interpretations and returned a best intersection of 6.15 metres at 8.5g/t gold from 677.4 metres outside of the current Resource. Other intersections which also support the continuation of the reefs include 1.10 metres at 78.8g/t gold from 664.1 metres and 1.20 metres at 22.2g/t gold from 641.4 metres in hole EMD069.

A further five diamond holes designed to test for depth or lateral extensions to mineralisation were drilled during the June 2011 quarter bringing the total metres drilled to 3,500m (EMD032A, EMD037A, EMD041A, EMD042, and EMD043A). All holes successfully intersected high grade reef structures as anticipated, demonstrating the robustness of the geological model.

Drilling programmes continue to underpin the business case for underground development at Edna May and drilling is ongoing. Significant intersections are presented in Appendix 1. Best high grade intersections returned during June 2011 quarter included:

• 6.15m @ 8.5g/t gold from 677.4m in EMD069

• 1.10m @ 78.8g/t gold from 664.1m in EMD069

• 1.20m @ 22.2g/t gold from 641.1m in EMD069

• 1.08m @ 34.5g/t gold from 350.87m in EMD037A

• 1.15m @ 14.6g/t gold from 253.85m in EMD032A

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Quarterly Report to 30 June 2011

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CRACOW GOLD OPERATIONS (30% owned)

BACKGROUND

The Cracow Gold Operations are located in central Queensland, Australia, approximately four kilometres from the township of Cracow and approximately 500 kilometres northwest of the city of Brisbane. Catalpa owns 30% of this asset which is well managed and operated by Newcrest (70%). Cracow continues to provide consistent cash flow to Catalpa and Newcrest.

Underground mine development commenced in December 2003 and first gold was poured in November 2004. Ore throughput capacity was successfully increased from 400,000 tonnes per annum to 550,000 tonnes per annum in March 2011. The 30% share of Cracow gold production is unhedged and continues to be fully exposed to the currently high Australian dollar gold price providing a strong cash flow stream.

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

HEALTH & SAFETY

No Lost Time Injuries (LTI’s) occurred during the June 2011 quarter with site extending its LTI free days at the end of June 2011 to 766.

PRODUCTION

Cracow Gold Operations continued to perform well and to provide consistent cash flow with attributable production of 7,500 ounces at a cash operating cost of A$750 per ounce in the June quarter 2011 (Mar 2011 quarter: 7,496 ounces, A$617 per ounce). Gold production was consistent with the previous quarter as a 10% increase in mill throughput was offset by a lower gold feed grade.

Higher quarterly costs reflect:

• higher deferred mining costs

• higher mining costs associated with accessing new ore sources

• ore inventory adjustments

• processing of lower grade stockpiled ore

Development of a new decline commenced during the quarter to establish the Roses Pride deposit as an additional mining front for Cracow operations. Operating results by quarter are as follows:

Production	Production	Sep 2010 Qtr	Dec 2010 Qtr	Mar 2011 Qtr	Jun 2011 Qtr	FY2011 Total
Ore Tonnes Mined	tonnes	35,069	36,420	34,828	32,238	138,555
Ore Tonnes Milled	tonnes	36,613	35,342	37,226	40,891	150,072
Grade	g/t	7.19	7.40	6.79	6.16	6.86
Recovery	%	91.2	92.6	92.2	92.6	92.2
Recovered Gold	ounces	7,727	7,794	7,496	7,500	30,517
C1 Cash Cost	A$ ounce	513	533	617*	750	602

(*)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, mine development or processing mill capital works. It includes net proceeds from by-product credits.

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Quarterly Report to 30 June 2011

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Cracow Gold Production Cracow Processing
10,000 8,466 50,000 10
8,000 7,727 7,794 7,496 7,500 40,000 38,732 36,613 35,342 37,226 40,891 8
6,000 30,000 6
4,000 20,000 4
2,000 10,000 2
0 0 0
Jun 2010 Sep 2010 Dec 2010 Mar 2011 Jun 2 011 Jun 2010 Sep 2010 Dec 2010 Mar 2011 Jun 2011
Ounces Produced 30% Tonnes Milled 30% Feed Grade
g/t Au
Ounces Tonnes
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EXPLORATION

Resource definition drilling to support an up g rade of the Kilkenny, Tipperary and Klondyke Mineral R esources continued at Cracow during the quarter.

Underground resource definition drilling con t inued at the Tipperary and Kilkenny Shoots with 18 ho l es for 2,746 metres being completed. Significant results include:

• 10.9m (7.2m)[1] @ 12g/t Au from 163.1m in KKU133

• 4.5m (3.2m)[1] @ 25g/t Au from 152m in KKU135

• 18.7m (16.0m)[1] @ 7.4g/t Au from 101.7m in KKU137A

• 6.1m (4.8m)[1] @ 17g/t Au from 108.9m in KKU138

• 15.7m (13m)[1] @ 8.6g/t Au from 111.3m in KKU142

Note:[1] estimated true width

Resource definition drilling continued at Klondyke North with 35 holes being completed for a total of 3,110 metres. Drilling continues to define the main Klondy k e lode and several holes have intersected a substantial hanging-wall splay structure. Assays are pending and significant intersections returned to date include:

4.15m (3.23m[1] ) @ 9.51g/t gold from 72.15m in KNU054

• 7.90m (5.05m[1] ) @ 6.31g/t gold from 59.50m in KNU056

Note:[1] estimated true width

Surface exploration drilling of 14 holes totalli n g 6,194 metres was completed during the June 2011 quarter at Kilkenny SEAirstrip Corridor, Cracow South and Golden Plateau.

Broad spaced step-out drilling along the Kilkenny SE-Airstrip Corridor (CBK308, CBK310 and CBK31 2 ) has extended the hydrothermal system to the south. The geol o gy and alteration intersected are interpreted to be larg e ly intrusion related and further analysis (spectral and petrology) will enable further interpretation of the potential of this area. Results from hole CBK312 are pending.

Hole CBK311 designed to test for mineralisation along strike and to the west of hole CBK295W1 (1.3 m @ 7.8g/t gold and 250g/t silver) successfully intersected the st r ucture in the target position and returned weakly anomalous gold values. Hole CBK309 designed to test the Killarney S tructure returned anomalous gold values and confirmed the presence of a significant zone of quartz lode development.

Holes KRC090 to KRC096 designed to test tar g et areas at Cracow South and to follow up on gold ano m alous quartz veining were completed during the June 2011 quarter. Holes KRC092 and KRC096 intersected the most signif i cant quartz veining, further demonstrating that epithermal quart z vein structures persist south of the known Cracow Go l dfield. Assay results are pending.

Quarterly Report to 30 June 2011

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Exploration holes CGP030 and CGP031 were drilled at Golden Plateau to test approximately 100 metres below the historically mined NS12 shoot and to test approximately 50 metres up-dip of a previous intercept in the Bradshaws quartz vein structure respectively. Results are pending.

Significant intersections from all holes drilled during the June 2011 quarter are presented in Appendix 2.

Figure 3: Location plan of Cracow Gold Operations projects and exploration targets

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Quarterly Report to 30 June 2011

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GROUP MINERAL RESOURCES AND ORE RESERVES 30 June 2011

The accompanying statement of Mineral Resources conforms to the Australasian Code for Reporting of Exploration results, Mineral Resources and Ore Reserves (the JORC Code) 2004 Edition and is summarised in the following table:

Catalpa Mineral Resource Statement as at 30 June 2011 (including Ore Reserves):

	Measured	Measured	Measured	Indicated	Indicated	Indicated	Inferred	Inferred	Inferred	Total Measured, Indicated & Inferred	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
Greenfinch	0.9	1.1	30	2.5	1.0	80	0.6	1.0	20	4.0	1.0	130
Edna May & Golden Point	19.7	1.0	660	15.5	1.0	494	10.0	0.9	276	45.2	1.0	1,430
Edna May UG	-	-	-	0.4	7.3	98	0.3	7.6	69	0.7	7.4	166
Cracow JV	0.1	9.7	26	0.3	7.7	77	0.9	5.5	165	1.3	6.3	268
Stockpiles				2.2	0.5	38	-	-	-	2.2	0.5	38
TOTAL	20.7	1.1	716	20.9	1.2	787	11.8	1.4	530	53.4	1.2	2,032

Effective Holding

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

• Catalpa Resources Limited owns 100% of Sedimentary Holdings Ltd Pty which in turn owns 30% of the Cracow Gold Project

Edna May and Greenfinch Footnotes

Edna May April 2010 and Greenfinch December 2009, Mineral Resources, were estimated using Hellman & Schofield MIK block modeling techniques, based on a (0.4g/t) Au cut-off grade within a geologically and grade defined mineralisation envelopes and in accordance with the Australian JORC Code.

• The Edna May resource estimate of recoverable tonnes and grades used Multiple Indicator Kriging with block support correction into 25 metres (East) by 20 metres (North) by 5 metre (Elevation) model blocks and assuming smallest mining unit for ore selection in mine grade control of 5 metres (East) by 5 metres (North) by 2.5 metres (Elevation). Greenfinch resource estimate used 20 metres (East) by 15 metre (North) by 5 metre (Elevation) model blocks and assumed smallest mining unit for ore selection in mine grade control of 5 metres (East) by 3 metres (North) by 2.5 metres (Elevation).

• 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

• Edna May and Greenfinch Mineral Resource figures are stated at 30 June 2011 on an attributable 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 insitu; beneficiation recovery factors have not been applied

• Due to rounding of figures small discrepancies may exist

Cracow Footnotes

• Cracow Mineral Resource figures are stated at 30 June 2011 on a 30% attributable basis, with depletion by production where relevant

• Due to rounding of figures small discrepancies may exist

The reported Cracow Mineral Resource 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

Edna May Underground Footnotes

• Edna May Underground Mineral Resources, were estimated using Ordinary Kriging techniques by Catalpa Resources Limited, based on a 3g/t Au cut-off grade within a geologically and grade defined mineralisation envelopes and in accordance with the Australian JORC Code

• Edna May Underground Mineral Resources figures are stated at the 15 May, 2011 on an attributable basis, with depletion by production where relevant

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Quarterly Report to 30 June 2011

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Catalpa Ore Reserve Statement as at 30 June 2011:

	Proved	Proved	Proved	Probable	Probable	Probable	Total Proved and Probable	Total Proved and Probable	Total Proved and 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	1.1	28	1.7	1.0	58	2.5	1.1	86
Edna May & Golden Pt	14.4	1.1	504	8.5	1.1	298	22.8	1.1	803
Cracow JV	0.1	8.1	18	0.3	6.8	55	0.3	7.0	73
Stockpiles				2.2	0.5	38	2.2	0.5	38
TOTAL	15.3	1.1	550	12.6	1.1	449	27.8	1.1	1,000

Effective Holdings

• Catalpa owns 100% of Edna May Operations which in turn owns 100% of the Edna May deposits

• Catalpa Resources Limited owns 100% of Sedimentary Holdings Ltd Pty which in turn owns 30% of the Cracow Gold Project

Edna May and Greenfinch Footnotes

The Edna May & Greenfinch Ore Reserve, which was estimated using Whittle Software based on relevant diluted mining Au cut-off grades in accordance with the Australian JORC Code, is summarised in the following table:

• A gold price of A$1,250 has been assumed in estimating the Greenfinch and Edna May Ore Reserves

• The economic cut-off grade applied to the Edna May and Greenfinch Ore Reserve was 0.4g/t Au

• Edna May and Greenfinch Ore Reserve figures are stated at 30 June 2011 on a 100% attributable 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 Ore Reserves

• Due to rounding of figures small discrepancies may exist

Cracow Footnotes

• Cracow Ore Reserve figures are stated at 30 June 2011 on a 30% attributable basis, with depletion by production where relevant

• Due to rounding of figures small discrepancies may exist

• Metal price assumptions used by Newcrest to convert Mineral Resource to Ore Reserves are US$1,000/oz gold and a 0.8 USD:AUD exchange rate

The reported Cracow Ore Reserve 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

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Quarterly Report to 30 June 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 1, 9 Havelock Street WEST PERTH WA 6005 Tel: (618) 6216 9700 Fax: (618) 9321 8804 Email: manager@catalparesources.com.au

Share Register

Security Transfer Registrars Pty Ltd 770 Canning Highway APPLECROSS WA 6153 Tel: (618) 9315 2333 Fax: (618) 9315 2233 Email: registrar@securitytransfer.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 June 2011

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COMPETENT PERSONS STATEMENT

COMPETENT PERSONS STATEMENT

The reported Edna May Underground Mineral Resource has 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 Edna May Mineral Resource has been compiled by Mr Nicolas Johnson. Mr Johnson is a Member of the Australian Institute of Geoscientists and an employee of Hellman & Schofield 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 Johnson 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 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 information in this report that relates to the Cracow Mineral Resource is based on work completed by Mr Craig Irvine, who is a Member of the Australian Institute of Mining and Metallurgy. Mr Irvine is a full time employee of Newcrest 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’. Newcrest gives Catalpa Resources Limited consent to use this estimate for reporting purposes.

The information in this report that relates to the Cracow Ore Reserve is based on work completed by Mr Justin Woodward. Mr Woodward is a Member of the Australian Institute of Mining and Metallurgy and an employee of Newcrest. He has sufficient experience, 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 ‘Australasian Code for Reporting of Exploration Results, 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. Newcrest gives Catalpa Resources Limited consent to use this estimate for reporting purposes.

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Quarterly Report to 30 June 2011

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APPENDIX 1 – Edna May Gold Operations

Edna May Oblique Section (facing West) showing Diamond Holes Drilled during the June 2011 Quarter

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----- Start of picture text -----

100m
Decline
Leucogranite
Resource
Model
Pegmatite
New mineralisation 100m beneath
Resource Model
----- End of picture text -----

Quarterly Report to 30 June 2011

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Edna May Significant Diamond Drill Intercepts	Edna May Significant Diamond Drill Intercepts	Edna May Significant Diamond Drill Intercepts	Edna May Significant Diamond Drill Intercepts	Edna May Significant Diamond Drill Intercepts	Edna May Significant Diamond Drill Intercepts	Edna May Significant Diamond Drill Intercepts	Edna May Significant Diamond Drill Intercepts	Edna May Significant Diamond Drill Intercepts	Edna May Significant Diamond Drill Intercepts
Hole	Mine East	Mine North	RL	Dip	Azimuth Mine Grid	From (m)	To (m)	Interval (m)	Au (g/t)
EMD032A	11750	9714	1338	-67	126	242.05	242.95	0.90	8.3
EMD032A	11750	9714	1338	-67	126	253.85	255.00	1.15	14.6
EMD032A	11750	9714	1338	-67	126	280.35	281.33	0.98	3.5
EMD032A	11750	9714	1338	-67	126	317.50	318.20	0.70	12.9
EMD032A	11750	9714	1338	-67	126	385.60	386.75	1.15	3.2
EMD037A	11875	9789	1338	-83	128	350.87	351.95	1.08	34.5
EMD037A	11875	9789	1338	-83	128	413.15	414.30	1.15	10.0
EMD041A	11346	9706	1340	-67	093	391.85	393.00	1.15	3.1
EMD041A	11346	9706	1340	-67	093	453.20	454.20	1.00	3.0
EMD041A	11346	9706	1340	-67	093	482.50	484.80	2.30	5.9
EMD041A	11346	9706	1340	-67	093	499.95	501.15	1.20	5.7
EMD042	11344	9705	1340	-71	093	473.10	474.30	1.20	13.5
EMD042	11344	9705	1340	-71	093	487.50	488.70	1.20	20.8
EMD042	11344	9705	1340	-71	093	515.40	517.25	1.85	5.2
EMD042	11344	9705	1340	-71	093	524.15	525.30	1.15	6.0
EMD042	11344	9705	1340	-71	093	542.95	544.10	1.15	8.5
EMD043A	11340	9686	1340	-68	094	482.20	483.25	1.05	6.7
EMD043A	11340	9686	1340	-68	094	485.50	486.20	0.70	14.0
EMD043A	11340	9686	1340	-68	094	493.80	494.95	1.15	10.3
EMD069	11308	9968	1338	-74	110	621.00	622.20	1.20	11.2
EMD069	11308	9968	1338	-74	110	641.40	642.60	1.20	22.2
EMD069	11308	9968	1338	-74	110	664.10	665.20	1.10	78.8
EMD069	11308	9968	1338	-74	110	669.90	670.97	1.07	7.1
EMD069	11308	9968	1338	-74	110	677.40	683.55	6.15	8.5

Note: Sampling conducted between geological features or 1m intervals down hole. All samples assayed using a total digest of a 50g charge by fire assay method.

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Quarterly Report to 30 June 2011

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APPENDIX 2 – Cracow Joint Venture (30%)

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)
KKU123	Core	7,200,048	224,016	125.6	284	42	107.3	116	8.7	6.1	8.8
KKU132	Core	7,200,048	224,016	192.1	237	56	167.8	172.1	4.3	1.6	1.6

Tipperary Resource Definition Drilling (underground)

Tipperary Resource Definition Drilling (underground)	Tipperary Resource Definition Drilling (underground)	Tipperary Resource Definition Drilling (underground)	Tipperary Resource Definition Drilling (underground)	Tipperary Resource Definition Drilling (underground)	Tipperary Resource Definition Drilling (underground)	Tipperary Resource Definition Drilling (underground)	Tipperary Resource Definition Drilling (underground)	Tipperary Resource Definition Drilling (underground)	Tipperary Resource Definition Drilling (underground)	Tipperary Resource Definition Drilling (underground)	Tipperary 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)
KKU101	Core	7,200,048	224,016	146.2	284	55	117.0	128.0	11.0	7.05	3.6
KKU106	Core	7,200,048	224,016	161.3	259	53	133.0	139.1	6.1	4.26	8.8
KKU116	Core	7,200,048	224,016	175.3	225	60	147.0	155.0	8.0	4.79	13.5
KKU117	Core	7,200,048	224,016	177.4	269	62	121.5	133.0	11.5	5.20	1.9
KKU119	Core	7,200,048	224,016	244.8	218	46	211.2	213.8	2.6	1.99	2.4
KKU120	Core	7,200,048	224,016	213.5	224	50	187.6	195.0	7.4	5.36	4.4
KKU121	Core	7,200,048	224,016	208.4	229	55	184.3	189.0	4.7	2.6	1.6
KKU122	Core	7,200,048	224,016	175.0	240	45	131.5	143.9	12.4	7.5	7.6
KKU133	Core	7,200,048	224,016	210.2	221	38	163.1	174.0	10.9	7.2	12.0
KKU134	Core	7,200,048	224,016	161.1	255	44	115.9	133.2	17.3	13	4.2
KKU135	Core	7,200,048	224,016	175.0	244	42	120.9	130.7	9.8	7.0	5.3
KKU135	Core	7,200,048	224,016	175.0	244	42	152.0	156.5	4.5	3.2	25.0
KKU136	Core	7,200,048	224,016	135.3	263	37	103.9	111.9	8.0	7.1	8 .0
KKU137A	Core	7,200,048	224,016	146.2	255	37	101.7	120.4	18.7	16.0	7.4
KKU138	Core	7,200,048	224,016	147.2	244	35	108.9	115.0	6.1	4.82	16.9
KKU139	Core	7,200,048	224,016	192.6	227	29	138 .0	144.6	6.6	4.62	6.47
KKU140	Core	7,200,048	224,016	193.7	223	28	145.0	152.35	7.35	5.02	3.63
KKU141	Core	7,200,048	224,016	132.2	254	26	97.3	107.45	10.15	9.11	4.32
KKU142	Core	7,200,048	224,016	150.4	243	25	102 .0	108.0	6.0	5.13	7.20
KKU142	Core	7,200,048	224,016	150.4	243	25	111.3	127.0	15.7	13.0	8.6

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Quarterly Report to 30 June 2011

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Sovereign Resource Definition Drilling (underground)	Sovereign Resource Definition Drilling (underground)	Sovereign Resource Definition Drilling (underground)	Sovereign Resource Definition Drilling (underground)	Sovereign Resource Definition Drilling (underground)	Sovereign Resource Definition Drilling (underground)	Sovereign Resource Definition Drilling (underground)	Sovereign Resource Definition Drilling (underground)	Sovereign Resource Definition Drilling (underground)	Sovereign Resource Definition Drilling (underground)	Sovereign Resource Definition Drilling (underground)	Sovereign 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)
SVU111	Core	7,201,296	224,575	80.4	331	24	56.6	58.6	2	1.26	1.25
SVU112	Core	7,201,296	224,574	112.0	343	18	88.1	98	9.9	4.29	3.78

Klondyke North Resource Definition Drilling (underground)	Klondyke North Resource Definition Drilling (underground)	Klondyke North Resource Definition Drilling (underground)	Klondyke North Resource Definition Drilling (underground)	Klondyke North Resource Definition Drilling (underground)	Klondyke North Resource Definition Drilling (underground)	Klondyke North Resource Definition Drilling (underground)	Klondyke North Resource Definition Drilling (underground)	Klondyke North Resource Definition Drilling (underground)	Klondyke North Resource Definition Drilling (underground)	Klondyke North Resource Definition Drilling (underground)	Klondyke North 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)
KNU048	Core	7,200,781	224,915	86.3	168	20	80.05	84	3.95	2.95	4.95
KNU050	Core	7,200,781	224,914	99.6	175	35	87.3	90.8	3.5	2.33	1.02
KNU051	Core	7,200,782	224,914	74.6	179	6	63.4	73.6	10.2	9.06	3.77
KNU052	Core	7,200,782	224,914	78.3	184	-13	56.6	61.1	4.5	4.14	3.89
KNU053	Core	7,200,782	224,913	88.6	193	25	69.2	71.4	2.2	1.93	2.83
KNU054	Core	7,200,782	224,915	83.9	168	3	72.15	76.3	4.15	3.23	9.51
KNU055	Core	7,200,679	225,001	79.2	171	25	60.8	65	4.2	2.32	3.50
KNU056	Core	7,200,679	225,001	75.2	171	7	59.5	67.4	7.9	5.05	6.31
KNU057	Core	7,200,679	225,001	120.5	167	-13	66.0	80	14	8.6	2.33
KNU058	Core	7,200,679	225,001	132.3	167	-34	67.3	78	10.7	6.22	2.02
KNU067	Core	7,200,679	224,915	103.8	165	28	89.0	93	4	2.65	2.27
KNU060	Core	7,200,683	224,998	51.6	203	11	31.9	43.2	11.3	10.16	2.88
KNU061	Core	7,200,683	224,998	57.9	196	-22	38.7	40.2	1.5	1.08	2.46
KNU062	Core	7,200,683	224,998	85.8	193	-46	89.0	93	4	2.65	2.27

Kilkenny South-east/Airstrip (surface)	Kilkenny South-east/Airstrip (surface)	Kilkenny South-east/Airstrip (surface)	Kilkenny South-east/Airstrip (surface)	Kilkenny South-east/Airstrip (surface)	Kilkenny South-east/Airstrip (surface)	Kilkenny South-east/Airstrip (surface)	Kilkenny South-east/Airstrip (surface)	Kilkenny South-east/Airstrip (surface)	Kilkenny South-east/Airstrip (surface)	Kilkenny South-east/Airstrip (surface)	Kilkenny South-east/Airstrip (surface)
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)
CBK311	Core	7,199,185	224,480	966.8	204	-61	894.35	898.5	4.15	-	NSA

Reporting Criteria: Intercepts reported are intervals of Au >1g/t with intervals of <1g/t Au up to 2m included. Downhole and estimated true thickness reported to one decimal place. Au grade reported to two significant figures. Samples are generally from diamond core drilling which is NQ diameter for surface holes and LTK60 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 team before being cut in half. Half core samples are prepared for assay and the other half is retained in the core farm for future reference. LTK60 core is photographed and logged by the geology team, the whole core is sampled. Each assay batch is submitted with duplicates and standards to monitor laboratory quality.

Quarterly Report to 30 June 2011

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GLOSSARY OF TERMS

A$ - Australian Dollars

AIFR – All Injury Frequency Rate

Anomaly – an area which exploration has shown to be different from the surrounding area or region

Assay – a test to determine the level of a particular element in a sample

Ag – the symbol for silver (Argentum) on the Periodic Table

Ore reserve – the economically mineable part of an Indicated or Measured Resource. An ore reserve allows for losses which may arise from an inability to extract the entire resource, and for dilution by material which doesn’t contain the valuable component. A feasibility study assessing the legal, environmental, social, cultural heritage and governmental aspects of the project as well as the technical aspects of mining, processing and marketing is required, coupled with financial analysis to confirm the viability of the project, prior to reporting a reserve

Au – the symbol for gold (Aurum) on the Periodic Table

Diamond drilling – a method of drilling in which a cylinder of rock is recovered by drilling with a diamond-impregnated bit

Footwall – the rock which lies below the ore

g – gram – a measure of weight

Ounce (Troy) – 31.1034 grams – a measure of the weight of a precious metal

Percussion drilling – a method of drilling where a drill bit is turned on the end of a drill string and also hammers up and down, to drill a hole and generate chips of rock from the formations or strata penetrated by the bit

g/t – gram per tonne – the grade of a precious metal deposit

Grade – the level of a valuable mineral or element in a rock

Hanging wall – the rock which lies above ore

JORC Code – Joint Ore Reserve Committee Code – sets the standard for reporting resources and ore reserves

Joint Venture – JV – an agreement to operate an area, either in exploration or production, where each party pays an agreed proportion of the costs and receives an agreed proportion of the product

Kriging – a geostatistical method of interpolation which predicts unknown values from data observed at known locations, and is used to determine mineral resources and ore reserves

Ktpa – kilo (‘000s) tonnes per annum

Metallurgical recovery – commonly expressed as a percentage, it is the proportion of the valuable mineral or element that is recovered by the processing plant

Moz – million ounces (see definition for ounce)

Mtpa – million tonnes per annum

Ore – mineral bearing rock which can be mined and treated profitably under the current economic conditions, or those conditions which are deemed to be reasonable. The term “ore” should not be used until a feasibility study is undertaken to generate a reserve.

Resource – an in-situ mineral deposit from which valuable minerals may be recovered. Under the JORC Code there are Inferred, Indicated and Measured resources, depending on the level of information available, with “Inferred” the least known, and “Measured” offering the greatest level of confidence. On completion of a positive feasibility study, the Indicated Resource will generate a Probable Reserve, and the Measured Resource will generate a Proven Reserve.

Reverse Circulation (RC) drilling – a method of percussion drilling which minimises contamination of the sample

Rotary Air Blast (RAB) drilling – a method of drilling where the drilling tool is turned in the hole without any percussive or hammer effect

Stockpile – material of value mined and stored for future treatment

Tonne (t) - a measure of weight equal to 1,000kg, or 2,204 lbs

Tailings – the material remaining after processing has removed the valuable minerals or material

US$ - American Dollars

Waste – material other than ore which is removed during the mining process

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B.McFadzean Managing Director and CEO 28 July 2011

Quarterly Report to 30 June 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	Quarter ended (“current quarter”)
74 084 669 036	30 June 2011

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 (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 Operating Cash Flows	Current quarter $’000	Year to date (12 months) $’000
	42,597 (32,004) (2,255) (76) 371 (1,188) - -	121,938 (93,649) (9,489) (1,520) 1,836 (5,089) - -
	7,445	14,027
Cash flows related to investing activities 1.7 Payment for purchases of: (a) Gold sale receipts capitalised (b) Interest paid and capitalised (c) Processing and mining costs capitalised (d) 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)	- - - (6,657) - - - - -	21,481 (1,554) (16,677) (25,597) - - - - -
	(6,657)	(22,347)
	788	(8,320)

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Quarterly Report to 30 June 2011

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	Current quarter $’000	Year to date (12 months) $’000
1.13 Total operating and investing cash flows (brought forward)	788	(8,320)
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 financing cash flows	145 - (6,750) (46) - -	22,583 - (17,500) (674) - -
	(6,651)	4,409
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	(5,863) 37,065 -	(3,911) 35,113 -
	31,202	31,202

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
		219
		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 June 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	Amount used
$’000	$’000
47,522	47,522
NIL	NIL

Estimated cash outflows for next quarter

4.1 Exploration and evaluation 4.2 Development 4.3 Production 4.4 Administration	$’000
	583
	8,422
	27,866
	3,815
Total	40,686

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)	30,442	7,539
	760	29,526
	-	-
	-	-
Total: cash at end of quarter(item 1.22)	31,202	37,065

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 June 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	178,095,822	178,095,822		Fully Paid
	141,467	141,467	$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 June 2011

	Quarterly Report to 30 June 2011	Quarterly Report to 30 June 2011	Quarterly Report to 30 June 2011	Quarterly Report to 30 June 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	5,177,542 375,004 375,004 397,731 340,912 56,819 113,637 113,637 113,637 113,637 6,060,606 679,000	5,177,542 - - - - - - - - - - -	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
	-	-	-	-
	141,467	141,467	$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 June 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: 28 July 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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