EVOLUTION MINING LIMITED — Investor Presentation 2011

Sep 14, 2011

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Evolution Mining Creating the leading growth-focused Australian gold company

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Compelling Positioned for Transaction Growth

Enhanced Value Proposition

Disc a mer anl i d important notice

• This disclaimer and important notice applies to this presentation and any information provided in relation to or in connection with the information contained in it.

• This presentation provides information in summary form . Some of that information is based on publicly available sources , has not been independently verified and may not be complete. For further information relating to Evolution Mining see the Scheme Booklet released by Conquest Mining Limited dated 13 September 2011 and the Explanatory Memorandum released by Catalpa Resources Limited dated 13 September 2011.

• This presentation contains forward-looking statements which involve a number of risks and uncertainties. These statements reflect current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions based on currently available information. Should one or more of the risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary from the expectations, beliefs, hopes, intentions and strategies described in this presentation.

• No representation or warranty is made as to the accuracy, completeness, reliability, fairness or correctness of the information contained in this presentation. To the max mum ex en perm i t t itt e d b y aw, no person, nc u l i l di ng a a pa esources C t l R Li m it e d , onques C t Mi n ng m i Li it e d , ewcres N t Mi n ng m i Li it e d an d th e r respec i ti ve re a e l t d b o di es corporate, officers, employees and representatives (including agents and advisors), accepts any liability or responsibility for loss arising from the use of the information contained in this presentation.

• The information contained in this presentation is not investment or financial product advice and is not intended to be used as the basis for making an investment decision. In this regard, this presentation has been prepared without taking into account the investment objectives, financial situation or particular needs of any person.

• This presentation does not constitute an offer to issue or sell, or to arrange to sell, securities or other financial products. In particular, this presentation and the information contained in it does not constitute a solicitation , offer or invitation to bu y, subscribe for or sell an y securit y in the United States or to or for the account or benefit of an y U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the US Securities Act)). The securities referred to in this presentation as being offered or sold have not been, and will not be, registered under the US Securities Act. Securities may not be offered or sold in the United States unless they have been registered under the US Securities Act or an exemption from registration is available.

• The release, publication or distribution of this presentation in jurisdictions outside Australia may be restricted by law. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

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2

Creati id ti ld ng a new m er go company

Scheme of Newcrest Entitlement Arrangement Asset Acquisition Offer

• All stock Merger of Equals

• 0 . 3 C a a pa s t l h ares or eac f h Conquest share

• To be approved by Conquest shareholders

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• $150m pro-rata renounceable entitlement offer

• Acquisition of 70% of Cracow and 100% of Mt Rawdon from Newcrest

• Newcrest will not participate

• • Issue shares to Newcrest for and will be diluted to ~33% ~38%¹ of Evolution Mining •

• $50m total commitment from BlackRock and Baker Steel

• To be approved by Catalpa shareholders

Conquest shareholder vote Catalpa shareholder vote Expected launch 14-Oct-11 14-Oct-11 before 16-Nov-11

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Assets

1. Fully diluted value basis.

3

Defined production growth profile

Top 3 in growth amongst Australian mid-caps

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410 - 465koz
335 - 375koz
303koz
2011 2012E 2013E
Mt Rawdon Pajingo Cracow Edna May Mt Carlton
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Note: Positioning based on Evolution’s Australian listed “New Peer Group” of mid market cap gold companies operating mines that had a full year of production in 2011 Sou r ce : Co n se n sus f o r ecasts, Co n quest, Cata l pa a n d N e w c r est . All v a l ues ca l e n da ri sed to Ju n e yea r e n d

4

Diversified portfolio combining production and th grow

 3.5Moz Reserves  6.9Moz Resources	 3.5Moz Reserves  6.9Moz Resources	 3.5Moz Reserves  6.9Moz Resources	 3.5Moz Reserves  6.9Moz Resources	 3.5Moz Reserves  6.9Moz Resources	 3.5Moz Reserves  6.9Moz Resources	Pajingo
 >300kozpa today  410 - 465kozpa		Townsville Mt Car Pajingo Mt Rawdon Cracow			lton	Mine Life (Years) 5 Current Ownership Conquest (100%) Mt Carlton
production by FY2013	Perth Edna May		Brisbane Sydney			Gold Equiv. Reserves (Moz) 1.3 Gold Equiv Resources (Moz) 2.1 Project Status Development Mine Life (Years) 12 Current Ownership Conquest(100%)
Cracow Edna May						Mt Rawdon Gold Reserves (Moz) 0.9 Gold Resources(Moz) 1.0
Gold Reserves (Moz) 0.2 Gold Resources (Moz) 0.9 FY2011A Au Production (Koz) 102 FY2012E Au Production (Koz) 90-107 Mine Life(Years) 5 Gold Reserves (Moz) 0.9 Gold Resources (Moz) 1.8 FY2011A Au Production (Koz) 66 FY2012E Au Production (Koz) 85-93 Mine Life(Years) 9						FY2011A Au Production (Koz) 90 FY2012E Au Production (Koz) 90-105 Mine Life (Years) 8 Current Ownersihp Newcrest (100%)
Current Ownership Newcrest (70%) Catalpa (30%) Current Ownership Catalpa (100%)

Note: Calculation of Pajingo and Cracow mine life inclusive of Mineral Resources. Pajingo Mineral Resources inclusive of Twin Hills

5

C lli ti tential ompe ng re-ra ng po

Enhanced scale and market presence Strong financial platform for growth

Newcrest 33% supportive shareholder

410 - 465kozpa FY13 production

Strong growth profile Four producing assets >300kozpa Experienced Board and management production today

6

Mt Rawdon Stable, significant production

• Long-term historically stable production of ~100Kozpa gold

• 3.5Mtpa throughput

• Average grade 1g/t

• 90% recoveries

• Key exploration objectives within 680km[2 ] tenement area

• FY2012 cash cost estimate: A$760 per ounce

	Location	Queensland, Australia
	Stage	Producing
	Mine Type	Open pit
	Minerals	Gold and silver
	Mineralisation type	Volcanic hosted, low grade gold deposit
	Mine Life	8 years
	Reserves	0.9Moz gold
	Resources	1.0Moz gold

Open Pit

Production Profile (Kozpa Gold)

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103 101 90-105 95-100
90
FY 2009 FY 2010 FY 2011 FY 2012E FY 2013E
Note: As at 30 June 2011. Refer to competent person statements in Appendix
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Cracow

Reserve replacement has outpaced depletion

• L ong-term stor ca hi i ll y sta bl e pro d uct on o ~ i f 100 K ozpa go ld

• 600Ktpa throughput

• Average grade 6g/t

• 92% recover es i

• Cracow expected to produce beyond 2016 through increased mine planning inventory, 550km[2] of prospective tenements

• FY2 0 12 cas h cost est im ate : A $6 7 0 to A $ 74 0 pe r ou n ce

	Location	Queensland, Australia
	Stage	Producing
	Mine Type	Underground
	Minerals	Gold and silver
	Mineralisation type	Epithermal, high grade gold deposit
	Mine Life	5 years
	Reserves	0.24Moz gold
	Resources	0.9Moz gold

Decline Portal

Production Profile (Kozpa Gold)

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99 103 102 90-107 90-105
FY 2009 FY 2010 FY 2011 FY 2012E FY 2013E
Note: As at 30 June 2011. Refer to competent person statements in Appendix
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8

Edna May

Strong organic growth from a historical operation

• Plant capacity achieved and sustained during June quarter 2011

• 2.8Mtpa throughput

• Average grade 1g/t

• 91% recoveries

• Growth opportunities

• Higher grade underground mining

• Increase plant throughput from 2.8Mtpa to 3.2Mtpa

• FY2012 cash cost estimate: A$890 to A$990 per ounce

	Location	Western Australia, Australia
	Stage	Producing
	Mine Type	Open pit
	Minerals	Gold, silver, and tungsten
	Mineralisation type	High grade reef structures and gold stockwork
	Mine Life	9 years
	Reserves	0.9Moz gold
	Resources	1.8Moz gold

Open Pit

Production Profile (Kozpa Gold)

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115-125
85-93
66
FY 2009 FY 2010 FY 2011 FY 2012E FY 2013E
Note: As at 30 June 2011. Refer to competent person statements in Appendix
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9

Edna May Underground opportunity and exploration

• Underground Resource of 166Koz gold

• Average grade 7.6 g/t

• Estimated to a relatively shallow depth of 550 metres below surface

• Existing decline in place

• Potential for further increase

• Forecasting underground production of 25 - 35 Kozpa gold in FY2013[1]

Other Exploration

• Mineralisation at all three identified deposits (Edna May, Greenfinch and Golden Point) remain open at depth

• Potential to expand Resources and Reserves with further drilling

Edna May Underground Mineral Resource Location

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• Exploration rights in respect of 790km[2] of ground, covering virtually the entire Westonia greenstone belt

1. Subject to the decision to proceed to full scale production

10

Pajingo Significant growth and expansion potential

• 2 . 3 Mo z prod u ced

• Strong historic operational performance

• 650Ktpa throughput

• Average grade 4 . 2g/t

• +95% recoveries

• High historic Resources to Reserves conversion

• Potential further extensions of mine life from underground Resources / Reserves

• FY2012 cash cost estimate: A$867 per ounce

	Location	Queensland, Australia
	Stage	Producing
	Mine Type	Open pit and underground
	Minerals	Gold
	Mineralisation type	Epithermal, high grade gold deposit
	Mine Life	5 years
	Reserves	0.14Moz gold
	Resources	0.7Moz gold (Pajingo only)

Underground Operations

Production Profile (Kozpa Gold)

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75
70
46
FY 2011 FY 2012E FY 2013E
Note: As at 30 June 2011. Refer to competent person statements in Appendix. Mine life inclusive of Mineral Resources
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Pajingo Exploration potential

• Ongoing exploration success being achieved, with recent d r illi ng a t th e M oon li g ht P rospec an t d St ar li g ht corr id or intersecting high-grade gold mineralisation

• FY2 0 12 e x p l o r a ti o n f ocused o n in c r eas in g th e r esou r ce base

• Near mine exploration focusing on

• Drillin g known tar g ets under g round

• Establishing if the Vera-Nancy system is repeated to the south-west and at depth

Future Targets

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Open Pit Potential

 Regional exploration focusing on

• Potential resources proximal to the existing operation

• Moonlight prospect drilling of ~4,500 metres

• Starlight Corridor and Barking Spider Zone drilling of ~5,500 metres

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Mt Carlton Next step in growth pipeline

• Plant commissioning expected in 2H CY2012 followed by fullscale production in 1H CY2013[1]

• 800Ktpa plant

• High grade 3.6g/t gold equivalent open pit

• S a e t llit e g hi h gra d e 552 g /t s il ver p it

• 100% offtake sold

• Target production of 95Koz gold equivalent per annum

• Capital expenditure of $127m

• Significant exploration upside potential

• Cash Costs estimate: A$600 per ounce of gold equivalent production

	Location	Queensland, Australia
	Stage	Development
	Mine Type	Open pit
	Minerals	Gold, silver and copper
	Mineralisation type	High sulphidation epithermal system
	Mine Life	12 years plus
	Reserves	1.3Moz gold equivalent
	Resources	2.1Moz gold equivalent

Conceptual plant plan

Production Profile (Koz Au equivalent)

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40-60
FY 2009 FY 2010 FY 2011 FY 2012E FY 2013E
Note: As at 30 June 2011. Refer to competent person statements in Appendix
1. assuming timely receipt of permits
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13

Mt Carlton Exploration potential

• $5.2 million exploration budget at Mt Carlton in the current exploration season

• Key objectives

• locate additional mineralised centres adjacent to the V2 and A39 deposits

• convert resources to reserves at V2 East

• locate additional high-grade silver mineralisation similar to the A39 deposit

Alteration and Mineralisation A39 Deposit

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14

Defined growth profile

Strengthened financ a p ai l l tform o execut te growth with cash of $199m and modest debt of $48m

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Four wholly
owned
operating mines
Mt Carlton Development
Edna May Underground
Exploration Potential
Pajingo: Target new areas of system
Mt Rawdon: Brownfields and Greenfields potential
Cracow: Extension of existing ore body; exploration of Goldfield, Southern Goldfield,
and Northern extension
Edna May: Golden Point and Greenfinch regional greenfields exploration, .
tungsten processing opportunity
Mt Carlton: Highly prospective targets being pursued
Additional >2700km [2] of exploration licences
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St fi i l l tf f th rong nanc a p a orm or grow

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1 #2
-
Strong Cash Position De risked Rights Offer
 Cash of $199m  Early support from BlackRock and
Baker Steel via subscription for $50m
 Supported by proposed $150m new Catalpa shares (vast majority of
rights offer Newcrest’s entitlement under the
proposed rights offer)
#4 Funding Alternatives n i Place or f #3
Modest Debt
Development
 $100m Macquarie Bank facility to  Modest debt of $48m
finance $127m Mt Carlton
development to be refinanced for  Moderate gold hedging in place –
Evolution Mining forward sale by Catalpa to Macquarie
Bank of 287Koz gold quarterly from
Jul-11 to Se p -2015 as p art of p ro j ect
finance arrangements
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16

Proven, complementary entrepreneurial and operational management and Board

		ExistingExecutive Chairman of Conquest
	Executive Management Team	J k Kl i a e e n Executive Chairman Formerly President and CEO of Sino Gold Mining Limited Non-executive Director of Lynas Corporation Limited and OceanaGold Corporation Bruce McFadzean Existing Managing Director / CEO of Catalpa Mining engineer with over 30 years of experience including 15 years with Rio Tinto and BHP
		Managing Director Billiton Non-executive Director of Venture Minerals Limited Jim Askew Non-executive Director Mining engineer with over 30 years international experience as a director / CEO for a wide range of Australian and international mining companies
		Chairman of OceanaGold and director of Golden Star Resources Lawrie Conway Non-executive Director (Newcrest nominee) More than 21 years commercial experience in the resources sector across a diverse range of commercial and financial activities Currently Newcrest Executive General Manager (Commercial and West Africa)
	Board of Directors	G h F t ra am rees one Non-executive Director Over 30 years experience in finance roles in the natural resources industry in Australia Paul Marks Non-executive Director 35 years of experience across a range of industries from foreign exchange and commodities trading, oil and gas downstream production and chemical hydrocarbon processing
		John Rowe Non-executive Director 40 years experience within the Nickel and Gold industries Non-executive Director of Panoramic Resources Limited and Southern Cross Goldfields Peter Smith Non-executive Director Over 34 years mining experience across a broad spectrum of responsibilities, including a range of senior corporate roles with WMC Resources Ltd, Lihir Gold and Rio Tinto
		(Newcrest nominee) Currently Newcrest Executive General Manager Australian Operations

17

Benefit of Newcrest as a 33% supportive shareholder

 Board representation (2 of 8)

 Potential to leverage business development opportunities and geological knowledge

• Interests aligned

“Newcrest believes its investment in Evolution will maximise the value of Newcrest assets”

18

Enhanced sca e anl d market presence

Enhanced investor appeal through increased sca e, marl ket presence and New Peer Group expected institutional coverage Previous Peer Group 30.45 3.01 1.63 1.53 1.34 1.27 1.18 0 92. 0.79 0.76 0.66 0.58 0.56 0.54 0.52 0.49 0.49 0.48 0.44 0.41 0.41 0.38 0.38 0.36 0.36 0.36 0.35 0.29 0.29 0.28

Source: IRESS, market data as at 12-September-2011, basic market capitalisation Note: Pro forma market capitalisation shown on post-entitlement offer basis

19

C lli i diate re-rati tential ompe ng mme ng po

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EV/ 2013E Consensus Gold Production (A$’000/oz)
11.4 Evolution Pro-forma EV 2,325
(A$m) 1,792
Median: 3.9
6.7
5.6 1,186
4.9
3.9
3 5. 2.7 2.5 2.4 1.8 1.4 2 6.
EV/ Gold Reserves (A$/Koz)
2 90. Evolution pro-forma EV 1,750
(A$m) 1,445
0.93 Median: 0.41 1,186
0.56 0.54
0.41
0.30 0.34
0.25 0.19 0.19 0.19 0.21
Medusa Perseus Alacer Regis ingsgate K CGA S t Barbara llied Gold A Resolute Catalpa C onquest Evolution Current EV R e-rate to median te to 5.0x a
Re-r
Alacer Regis CGA Catalpa
Medusa Kingsgate Perseus St Barbara Resolute Allied Gold Conquest Evolution Current EV Re-rate to median e-rate to 0.5x
R
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Source: Company filings

Note: Peer group based on international mid-cap producers. Market capitalisation based on basic shares outstanding, assuming post-entitlement offer. Market data as at 12-Sep-11, Evolution market capitalisation post entitlement offer. Re-rating analysis based on FY13 production of 465Koz

20

S ted b the ni d dent t uppor y epen exper

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Independent Expert valuation Value today
Initial re-rating potential
(28)
(89)
105
104
200
265
1,413
420 1,324
1,220
450
Mt Rawdon Edna May Mt Carlton Cracow Pajingo Corporate & Enterprise Cash, Options Equity Re-rating Current
Exploration Value & Hedge Valuation Potential Implied Equity
Book Value
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Source: Grant Samuel Independent Expert Valuation, values are based on midpoints. Equity value on fully diluted basis, pre-entitlement offer as at 12-Sep-11

21

Transformationa va ue creal l tion potential

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Medusa (11.4x)
7.0
Perseus Alacer
6.0
Regis
Troy
5.0
Gold One
Adamus
CGA
4.0
Integra Kingsgate
Allied Gold
St Barbara Re‐rating
3.0 Saracen potential
Evolution
Noble
2.0
Resolute
Teranga
1.0
OceanaGold
0.0
0.0 500.0 1,000.0 1,500.0 2,000.0 2,500.0 3,000.0 3,500.0
EV (A$m)
$'000 / oz)
roduction (A
EV / FY13 P
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Source: Company filings

N ote : S iz e o f eac h co m pa n y ’ s bubb l e r ep r ese n t m a rk et cap i ta li sat i o n. M a rk et data as at 12- Sep -11. Ev o l ut i o n m a rk et cap i ta li sat i o n post e n t i t l e m e n t o ff e r

22

A leading growth focused Australian mid-cap gold producer

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• Enhanced value proposition - Immediate market repositioning - Compelling re-rating potential

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Positioned for growth

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• Four producing assets

• One development project

• Compelling transaction One development project -

• • L arger, vers di ifi e d asse por t tf o li o Stable production platform >300Koz pa - Strengthened financial platform - Significant exploration potential
• • Experienced Board and management

• Production growth profile 410Koz pa – 465koz pa FY13

• Increased scale and investor appeal - N ewcres t 33% suppor ti ve s h are h o ld er

23

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Appendices

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24

Indicative meti table

	EVENT TARGET DATE Release of Explanatory Memorandum and Scheme Booklet to ASX Tue, 13-Sep-11
	Documents despatched to shareholders Thu 15 Sep 11 , - - Conquest and Catalpa Shareholder Meetings Fri, 14-Oct-11 Second court hearing (Scheme) Mon 17-Oct-11
	, Effective date of scheme Tue, 18-Oct-11 Transaction Completion Wed, 02-Nov-11
	Despatch of holding statements for Evolution Mining shares Thu, 03-Nov-11 Evolution Mining shares commence ASX trading Fri, 04-Nov-11
	Launch of Entitlement Offer Before 16-Nov-11

25

Strengthened financial platform: cash of $199m and modest debt of $48m

	As at 12-Sep-11 Units Catalpa Conquest Newcrest: Mt Rawdon & 70% Cracow Pro Forma Merged Entity Pro Forma Post Entitlement Offer Share price (close) $ 2.02 0.60
	Ordinary shares Shares (m) 178.3 180.4 228.9 587.6 666.3 – 676.91 Basic market capitalisation $m 360.2 364.4 462.3 1,186.9 1,336.9
	Diluted market capitalisation2 $m 379.3 378.5 462.3 1,220.2 1,370.2 Cash3 $m 36.6 31.9 0.0 68.5 198.5 Debt3 $m 47.5 0.0 0.0 47.5 47.5
	Merged Entity ownership (pre entitlement offer)4 31.0% 31.0% 38.0% Merged Entity ownership (post entitlement offer)2 Will vary depending on Catalpa and Conquest shareholder participation in entitlement offer ~33%

Note: Market data as at close on 12‐Sep‐11, however share issue to Newcrest assumes same issuance as disclosed in Scheme Booklet

1. Assumes equity raising conducted at 5%-15% discount to TERP.

2. Option value calculated using the Black-Scholes method. Note Conquest options are valued on transaction terms with existing Conquest options either being exchanged for equivalent options in the Merged Entity or converted into Conquest shares prior to the Scheme taking effect. Conquest ordinary shares also increased by assumed number of Conquest shares issued in exchange for Conquest options and adjusted by the 0.30x exchange ratio.

3. Cash and debt positions are as at 30-Jun-11. Assets are transferred from Newcrest exclusive of cash and debt. Pro forma debt balance does not reflect potential project finance facilities that Conquest is considering for Mt. Carlton and is inclusive of $ 2 0 m o f app r o xim a t e tr a n sac ti o n f ees in cu rr ed .

4. Ownership shown is diluted ownership based on option valuation using Black-Scholes.

26

Mt Rawdon Mineral Resources and Ore Reserves (as at 30 June 2011)

Mt Rawdon – Mineral Resources (as at 30 June 2011)

	Dry tonnes (millions) Gold grade (g/t gold) Silver grade (g/t silver)	Contained metal Gold (ounces) (000’s) Silver (ounces) (000’s)
Measured Resource IditdR	0.22 1.1 1.9 363 087 24	8 13 1015 2835
ncae esource Inferred Resource	. . . 0.18 0.64 2.0	, , 4 11
Total Mineral Resources	36.7 0.87 2.4	1,026 2,859

Mt Rawdon – Reserves (as at 30 June 2011)

	Dry tonnes (millions) Gold grade (g/t gold) Silver grade (g/t silver)	Contained metal Gold (ounces) (000’s) Silver (ounces) (000’s)
Proved Reserves	0.22 1.1 1.9	8 13
Probable Reserves	31.8 0.89 2.5	912 2,519
Total Ore Reserves	32.0 0.89 2.5	920 2,533

• Mineral Resources are inclusive of Ore Reserves.

• Mt Rawdon Mineral Resources have been reported above a cut-off grade of 0 . 38 g/t of gold . This is the marginal low grade cut-off that covers all operating costs excluding mining fixed costs, and is based on $900 per ounce USD gold price and $0.75 USD:AUD exchange rate. No economic consideration was attributed to silver.

• The Mt Rawdon Ore Reserve estimate is based on a gold cut-off grade of 0.40 g/t contained within the pit designs revised in June 2011. This is the marginal low grade cut-off that covers all operating costs excluding mining fixed costs, and is based on a $850 per ounce USD gold price, and $0.75 USD:AUD exchange rate. No economic consideration was attributed to silver.

• Figures subject to rounding

27

Cracow Ore Mineral Resources and Ore Reserves (as at 30 June 2011)

	Mineral Resources	Measured Resource Dt Gld d CtMtl	Indicated Resource Dt Gld d CtMtl	Indicated Resource Dt Gld d CtMtl	Inferred Resource Dt Gld d CtMtl	Inferred Resource Dt Gld d CtMtl	Total Mineral Resources Dt Gld d CtMtl
	Deposit	ry onnes o grae on ea (kt) (g/t) . Au (koz)	ry onnes o grae on ea (kt) (g/t) . Au (koz)		ry onnes o grae on ea (kt) (g/t) . Au (koz)		ry onnes o grae on ea (kt) (g/t) . Au (koz)
	Royal Crown Klondyke North Sovereign Kilkenny	32 12.5 13 77 9.8 24 1 8.0 0 108 7.0 24 42 13.1 18	- - - - - - 185 5.7 34 120 4.7 18 213 7.3 50		85 6.7 18 364 4.8 56 189 4.2 26 357 3.8 43 1,056 6.0 203		117 8.3 31 441 5.7 81 375 4.9 60 585 4.5 85 1,311 6.4 270
	Tipperary Empire Roses Pride Phoenix Stockpiles	- - - - - - - - - 12 15.5 6 6 5.0 1	345 7.5 84 - - - 51 14.6 24 129 11.8 49 - - -		196 5.0 32 424 6.5 89 429 6.0 82 1 4.3 0 - - -		541 6.6 115 424 6.5 89 480 6.9 106 142 12.1 55 6 5.0 1
	Total	278 9.7 86	1,042 7.7 258		3,101 5.5 548		4,422 6.3 893
	Ore Reserves Deposit	Proved Reserve Dry tonnes (kt) Gold grade (g/t) Cont. Metal Au (koz)		Probable Reserve Dry tonnes (kt) Gold grade (g/t) Cont. Metal Au (koz)		Total Ore Reserve Dry tonnes (kt) Gold grade (g/t) Cont. Metal Au (koz)
	Royal Crown Klondyke North Sovereign	44 10.6 15 41 7.3 9 - - - 91 61 18		- - - 3 17.8 2 30 5.2 5 48 50 8		44 10.6 15 44 8.0 11 30 5.2 5 138 57 25
	Kilkenny Tipperary Empire Roses Pride Phoenix Stockpiles	. 45 9.8 14 - - - - - - - - - 9 13.2 4 6 5.0 1		. 231 5.9 44 325 5.6 59 - - - 76 9.0 22 128 10.6 43 - - -		. 276 6.5 58 325 5.6 59 - - - 76 9.0 22 137 10.8 47 6 5.0 1
	Total	236 8.1 61		840 6.8 182		1,075 7.0 244

• Mineral Resources are inclusive of Ore Reserves. Figures expressed to one decimal place and subject to rounding

• The Cracow Mineral Resources have been reported above a cut-off grade of 2.5 g/t of gold. This is the marginal low grade cut-off that covers all operating costs excluding mining fixed costs and is based on a $1000 per ounce USD gold price and $0.8 USD:AUD exchange rate. No economic consideration was attributed to silver. Stockpiles were reported as at 26 June 2011

• The Cracow Ore Reserves have been reported above a cut-off grade of 2.4 g/t of gold. This is the low grade cut off that covers all operating costs, excluding mining fixed costs and is based on a $1000 per ounce USD gold price and $0.8 USD:AUD exchange rate. No economic consideration was attributed to silver. Stockpiles were reported as at 26 June 2011

• The ‘Ore Reserve’ is the economically mineable part of the measured and/or indicated mineral resources and excludes inferred resources

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Edna May Mineral Resources (as at 30 June 2011)

		Measured Million Tonnes Gold g/t ‘000 Ounces	Indicated Million Tonnes Gold g/t ‘000 Ounces	Inferred Million Tonnes Gold g/t ‘000 Ounces	Total Mineral Resources 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 Edna May Underground Stockpiles	19.7 1.0 660 - - - - - -	15.5 1.0 494 0.4 7.3 98 2.2 0.5 38	10.0 0.9 276 0.3 7.6 69 - - -	45.2 1.0 1,430 0.7 7.4 166 2.2 0.5 38
	Total	20.6 1.0 690	20.6 1.1 710	10.9 1.1 365	52.1 1.1 1,763

Edna May and Greenfinch

• Catalpa owns 100% of Edna May Operations Pty Ltd which in turn owns 100% of the Edna May gold operations.

• The Edna May April 2010 and Greenfinch December 2009 Mineral Resources were estimated using Hellman & Schofield multiple indicator kriging block modeling techniques, based on a 0.4 g/t gold cut-off grade within a geologically and grade defined mineralisation envelopes and in accordance with the JORC Code.

• The Edna May Mineral 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 metres (elevation) model blocks and assumed smallest mining unit for ore selection in mine grade control of 5 metres (east) by 5 metres (north) by 2 . 5 metres (elevation) . The Greenfinch Mineral Resource estimate of recoverable tonnes and grades used multiple indicator kriging with block support correction into 20 metres (east) by 15 metres (north) by 5 metres (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 Mineral Resources and Indicated Mineral Resources lie in areas where drilling is available at a maximum of 25 metres by 25 metres spacing. Inferred Mineral Resources exist in areas of broader spaced drilling, generally peripheral to the Measured Mineral Resource and Indicated Mineral Resource panels.

• The Edna May gold operations and Greenfinch Mineral Resource figures are stated at 30 June 2011, with depletion by production where relevant.

• There are no known environmental , p ermittin g, le g al , taxation , p olitical or other relevant issues that would materiall y affect the estimates of the Mineral Resources.

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

• Due to rounding of figures, small discrepancies may exist.

Edna May underground

• Catalpa owns 100% of Edna May Operations Pty Ltd which in turn owns 100% of the Edna May gold operations.

• Edna May underground Mineral Resources, were estimated using ordinary kriging techniques by Catalpa, based on a 3 g/t gold cut-off grade within a geologically and grade defined mineralisation envelopes and in accordance with the JORC Code .

• Edna May underground Mineral Resources figures are stated as at 15 May 2011, with depletion by production where relevant.

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Edna M O R ay re eserves (as at 30 June 2011)

	Proved Probable Total Ore Reserves	Proved Probable Total Ore Reserves	Proved Probable Total Ore Reserves	Proved Probable Total Ore Reserves	Proved Probable Total Ore Reserves
		Proved	Probable	Total Ore Reserves
		Million tonnes Gold g/t ‘000 ounces	Million tonnes Gold g/t ‘000 ounces	Million tonnes Gold g/t ‘000 ounces
	Greenfinch Edna May & Golden Point Stockpiles	0.8 1.1 28 14.4 1.1 504 - - -	1.7 1.0 58 8.5 1.1 298 2.2 0.5 38	2.5 1.1 86 22.8 1.1 803 2.2 0.5 38
	Total Edna May	15.2 1.1 532	12.4 1.0 394	27.5 1.1 927

Edna May and Greenfinch

• A gold price of A$1,250/ounce 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 0.4 g/t gold.

• Edna May and Greenfinch Ore Reserve figures are stated at 30 June 2011, 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.

==> picture [781 x 68] intentionally omitted <==

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Pajingo Mineral Resources (as at 30 June 2011)

		Measured	Indicated	Inferred	Total Mineral Resources
		Tonnes Gold (g/t) Gold (ounces)	Tonnes Gold (g/t) Gold (ounces)	Tonnes Gold (g/t) Gold (ounces)	Tonnes Gold (g/t) Gold (ounces)
	Underground
	Cindy Faith	- - - 19,000 4.7 3,000	69,000 6.5 15,000 105,000 6.5 22,000	46,000 4.4 7,000 101,000 4.7 15,000	115,000 5.7 21,000 225,000 5.6 40,000
	Jandam Sonia Venue- VNU Veracity Zed	110,000 5.1 18,000 26,000 3.6 3,000 - - - 2,000 16.9 1,000 43000 71 10000	997,000 4.3 138,000 151,000 9.8 47,000 356,000 2.4 28,000 299,000 6.0 58,000 526000 40 68000	453,000 2.7 39,000 206,000 10.7 71,000 262,000 1.3 11,000 123,000 3.8 15,000 1147000 35 130000	1,560,000 3.9 195,000 382,000 9.9 121,000 617,000 1.9 39,000 425,000 5.4 74,000 1715000 38 208000
	Subtotal	, . , 200,000 5.4 35,000	, . , 2,502,000 4.7 375,000	, , . , 2,377,000 3.8 288,000	, , . , 5,039,000 4.3 698,000
	Open Pit
	Vera North Upper Venue	- - - - - -	102,000 2.5 8,000 203,000 3.3 22,000	7,000 0.9 200 1,000 1.7 100	110,000 2.4 8,000 205,000 3.3 22,000
	S btotal u	- - -	306 000 3 0 30 000 , . ,	8 000 1 0 300 , .	314 000 3 0 30 000 , . ,
	TOTAL	200,000 5.4 35,000	2,808,000 4.5 405,000	2,346,000 3.8 288,000	5,354,000 4.2 728,000

• The Pajingo Mineral Resources are inclusive of Ore Reserves.

• The Pajingo Mineral Resources have been estimated by ordinary kriging and reported using a cut-off grade of 1.0 g/t gold for underground resources and 0.65 g/t gold for open pit resources.

• The Pajingo Mineral Resource statement has been prepared in accordance with the JORC Code.

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

• Tonnes and grades are stated to a number of significant digits reflecting the confidence of the estimate. Since each number is rounded individually, the columns and rows in the above table may not show exact sums or weighted averages of the reported tonnes and grades.

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Pa Ore eservesR jingo (as at 30 June 2011)

		Proved	Probable	Total Ore Reserves
		Tonnes Gold(g/t) Gold(ounces)	Tonnes Gold(g/t) Gold(ounces)	Tonnes Gold(g/t) Gold(ounces)
	Underground
	Cindy Faith	- - - 6,000 5.8 1,000	33,000 5.5 6,000 83,000 6.1 16,000	33,000 5.5 6,000 90,000 6.1 18,000
	Jandam Sonia Veracity Zed West Subtotal	- - - 7,000 4.4 1,000 - - - 41,000 5.9 8,000 54,000 5.7 10,000	43 000 5 1 7 000 , . , 116,000 9.3 35,000 74,000 5.3 13,000 122,000 6.0 23,000 471,000 6.6 100,000	43 000 5 1 7 000 , . , 123,000 9.0 36,000 74,000 5.3 13,000 163,000 6.0 31,000 525,000 6.5 110,000
	Open pit
	Vera North Upper Venue Subtotal	- - - - - - - - -	120,000 2.2 8,000 219,000 3.1 22,000 339,000 2.8 30,000	120,000 2.2 8,000 219,000 3.1 22,000 339,000 2.8 31,000
	TOTAL	54,000 5.7 10,000	810,000 5.0 130,000	864,000 5.1 140,000

• Pajingo Ore Reserves have been estimated at a stope cut-off grade of 3.9g/t gold for underground reserves and 0.7 g/t gold for open pit reserves.

• Pajingo Ore Reserves assume a gold price of $1350 per ounce.

• Pajingo Ore Reserves were estimated from geological resource models using Vulcan 3D Mine Design software. Potential reserve (resource) mining blocks were generated based upon classification of Measured and Indicated resources only as defined by the JORC Code.

• Pajingo Ore Reserves were estimated using a stope and pit evaluation spreadsheet to determine the value of each resource mining block , with only those blocks that returned a positive financial result being included in the reserve base. Each resource mining block was valued against costs associated with its extraction, treatment, refining and selling to provide revenue.

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

• Tonnes and grades are stated to a number of significant digits reflecting the confidence of the estimate. Since each number is rounded individually, the columns and rows in the above table may not show exact sums or weighted averages of the reported tonnes and grades.

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Tw n i Hills Mineral Resources (as at 30 June 2011)

	Measured Indicated Inferred Total Mineral Resources Tonnes Gold (g/t) Gold (ounces) Tonnes Gold (g/t) Gold Tonnes Gold (g/t) Gold (ounces) Tonnes Gold (g/t) Gold (ounces)	Measured Indicated Inferred Total Mineral Resources Tonnes Gold (g/t) Gold (ounces) Tonnes Gold (g/t) Gold Tonnes Gold (g/t) Gold (ounces) Tonnes Gold (g/t) Gold (ounces)	Measured Indicated Inferred Total Mineral Resources Tonnes Gold (g/t) Gold (ounces) Tonnes Gold (g/t) Gold Tonnes Gold (g/t) Gold (ounces) Tonnes Gold (g/t) Gold (ounces)	Measured Indicated Inferred Total Mineral Resources Tonnes Gold (g/t) Gold (ounces) Tonnes Gold (g/t) Gold Tonnes Gold (g/t) Gold (ounces) Tonnes Gold (g/t) Gold (ounces)	Measured Indicated Inferred Total Mineral Resources Tonnes Gold (g/t) Gold (ounces) Tonnes Gold (g/t) Gold Tonnes Gold (g/t) Gold (ounces) Tonnes Gold (g/t) Gold (ounces)
		Measured Tonnes Gold (g/t) Gold (ounces)	Indicated Tonnes Gold (g/t) Gold	Inferred Tonnes Gold (g/t) Gold (ounces)	Total Mineral Resources Tonnes Gold (g/t) Gold (ounces)
			( ) ounces
	309 Deposit Lone Sister	- - - 540,000 4.10 71,000	2,450,000 2.20 174,000 280,000 3.40 31,000	1,150,000 2.84 105,000 200,000 2.80 18,000	3,600,000 2.40 278,000 1,020,000 3.70 120,000
	Total Twin Hills	540,000 4.10 71,000	2,730,000 2.30 205,000	1,350,000 2.80 123,000	4,620,000 2.70 398,000

• The 309 Deposit Mineral Resources have been calculated using multiple indicatory kriging. The 309 Deposit Mineral Resources are reported above a cutoff of 0.5g/t gold within pit shell optimised at $1500 pit to reflect potential open pit extraction and above a cut-off of 2.0g/t gold outside the $1500/ounce pit shell to reflect potential extraction by underground mining methods.

• The Lone Sister Mineral Resource has been interpolated using ordinary kriging in 5 metres by 5 metres by 5 metres blocks. The Lone Sister Mineral R esource s repor e i t d a a . t 2 0 g /t go ld cu -o t ff gra d e.

• The Twin Hills Mineral Resource statement has been prepared in accordance with the JORC Code.

• Tonnes and grades are stated to a number of significant digits reflecting the confidence of the estimate. Since each number is rounded individually, the columns and rows in the above table may not show exact sums or weighted averages of the reported tonnes and grades.

==> picture [781 x 68] intentionally omitted <==

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Mt Carlton Mineral Resources (as at 30 June 2011)

		Measured Tonnes Grade (g/t Au, g/t Ag, % Cu) Cont. metals (oz of Au, oz of Ag, t of Cu)	Indicated Tonnes Grade (g/t Au, g/t Ag, % Cu) Cont. metals (oz of Au, oz of Ag, t of Cu)	Inferred Tonnes Grade (g/t Au, g/t Ag, % Cu) Cont. metals (oz of Au, oz of Ag, t of Cu)	Total Mineral Resources Tonnes Grade (g/t Au, g/t Ag, % Cu) Cont. metals (oz of Au, oz of Ag, t of Cu)
	A39 Deposit
	Silver Copper Gold equivalent	1,900,000 226 13,800,000 0.18 3,400 1,900,000 4.40 270,000	440,000 99 1,400,000 0.06 300 440,000 1.90 27,000	330,000 62 700,000 0.03 100 330,000 1.20 13,000	2,660,000 185 15,800,000 0.14 3,800 2,660,000 3.60 310,000
	V2 Deposit
	Gold	12660000 178 700000	10900000 141 492000	1160000 067 25000	24720000 156 1240000
	Silver Copper Gold equivalent	, , . , 27 11,000,000 0.30 37,700 12,660,000 2.60 1,100,000	, , . , 20 7,000,000 0.23 24,800 10,900,000 2.00 700,000	, , . , 29 1,100,000 0.17 1,900 1,160,000 1.30 49,000	, , . , , 24 19,100,000 0.26 64,400 24,720,000 2.30 1,800,000
	Total gold equivalent	1,370,000	727,000	62,000	2,159,000

• Mt Carlton Mineral Resources have been estimated using multiple indicator kriging. Value and metal grades have been estimated into panels with dimensions 25 metres by 25 metres (east, west) by 5 metres (elevation).

• Mt Carlton Mineral Resources use a net metal value cut-off of $20 per tonne (calculated using a gold price of US$1140 per ounce, a silver price of US$18.30 per ounce, a copper price of US$3.14 per pound and an USD:AUD exchange rate of 0.90, and including metal recovery and payability rates).

• Mt Carlton Mineral Resources are inclusive of Ore Reserves.

• The Mt Carlton Mineral Resource statement has been prepared in accordance with the JORC Code.

• The gold equivalence calculation was made by Conquest using a gold price of $1100 per ounce, a silver price of US$22.00 per ounce and a copper price of US$3.50 per pound. Relative metal recovery and payability rates are also incorporated into the gold equivalence calculation.

• Tonnes and grades are stated to a number of significant digits reflecting the confidence of the estimate. Since each number is rounded individually, the columns and rows in the above table may not show exact sums or weighted averages of the reported tonnes and grades.

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Mt Carlton re eservesO R (as at 31 December 2010)

		P d rove Tonnes Grade (g/t Au, g/t Ag, % Cu) Cont. metals (oz of Au, oz of Ag, t of Cu)	P b bl ro a e Tonnes Grade (g/t Au, g/t Ag, % Cu) Cont. metals (oz of Au, oz of Ag, t of Cu)	T t l O R o a re eserves Tonnes Grade (g/t Au, g/t Ag, % Cu) Cont. metals (oz of Au, oz of Ag, t of Cu)
	A39 Deposit
	Silver	469,300 553 8,300,000	300 352 4,000	469,600 552 8,300,000
	Copper Gold equivalent	0.64 3,000 469,300 11.10 167,000	0.41 <1,000 300 7.10 100	0.64 3,000 469,600 11.10 167,000
	V2 Deposit
	Gold Silver	5,148,300 2.90 479,000 36 6,000,000	4,120,900 2.51 333,000 23 3,000,000	9,269,200 2.73 812,000 30 9,000,000
	Copper Gold equivalent	0.40 21,000 5,148,300 4.00 661,000	0.26 11,000 4,120,900 3.20 426,000	0.34 31,000 9,269,200 3.70 1,088,000
	Total gold equivalent	828,000	426,000	1,255,000

• The Mt Carlton Ore Reserve estimate was prepared by Australian Mine Design and Development Pty Ltd. All of the Ore Reserves are for extraction by open pit mining.

• The Mt Carlton Ore Reserve estimate is based on Measured and Indicated resources only. The Ore Reserve estimate is based on the Mineral Resource estimation completed in October 2009 and has not been updated for the more recent estimation as at 30 June 2011. Conquest does not believe that a reestimate of the Ore Reserve is currently warranted because the change between the October 2009 and June 2011 Mineral Resources has not been material.

• The cut-off grade is defined as the grade that equals the combined processing and site fixed cost per tonne. If a tonne of material exposed on a mining bench contains enough gold, copper and silver to cover the processing and site fixed cost after allowing for processing recoveries and selling costs (off site transport, smelting, refining and royalties) then that tonne is above cut-off grade and is classed as ore. If the recoverable value is less than the processing and site fixed cost per tonne it is below cut-off grade and is classed as waste.

• The gold equivalence calculation was made by Conquest using a gold price of US$1100 per ounce, a silver price of US$22.00 per ounce and a copper price of US$3.50 per pound. Relative estimated metal recovery and payability rates are also incorporated into the gold equivalence calculation.

• T onnes an d gra d es are s a e t t d t o a num b er o f s gn i ifi can t di g it s re fl ec ti ng th e con fid ence o f th e es ti ma e. t Si nce eac h num b er s roun i d e d i n di v id ua ll y, th e columns and rows in the above table may not show exact sums or weighted averages of the reported tonnes and grades.

35

C tent Persons Statement ompe

• The information in this presentation that relates to the Mineral Resources or Ore Reserves listed in the table below is based on work compiled by the person whose name appears in the same row, who is employed on a full-time basis by the employer named in that row and is a member of the institute named in that row. Each person named in the table below has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he or she has undertaken to qualify as a Competent Person. Each person named in the table below consents to the inclusion in this Explanatory Memorandum of the matters based on his or her information in the form and context in which they appear.

• However, none of these persons accepts responsibility for information relating to the aggregate Mineral Resources or Ore Reserves of Evolution Mining following implementation of the Transaction, except to the extent that information is:

	Resource/Reserve Name of Competent Person Employer Institute
	Mt Carlton Ore Reserves John Wyche Australian Mine Design and Development Pty Limited Australasian Institute of Mining and Metallurgy
	Mt Carlton Mineral Resources and Mt Carlton Exploration
	D id H itt C t A t li I tit t f G i ti t Results av ew onques us ra an ns u e o eosc en s s
	Pajingo Mineral Resources Sonia Konopa AC Consultants Pty Ltd Australasian Institute of Mining and Metallurgy
	Pajingo Ore Reserves Tim Benfield Conquest Australasian Institute of Mining and Metallurgy
	Twin Hills Mineral Resources Peter Brown Conquest Australian Instituteof Geosciences
	Reported Edna May Underground Mineral Resource and Catalpa Ore Reserves Stockpiles John Winterbottom Catalpa Australian Institute of Geoscientists
	Catalpa Mineral Resources (other than Mineral Resource) Nicolas Johnson Hellman and Schofield Pty Ltd Australian Institute of Geoscientists
	Catalpa Ore Reserves (other than Cracow Ore Reserve) Harry Warries Coffey Mining Pty Ltd Australasian Institute of Mining and Metallurgy
	Cracow Mineral Resource Craig Irvine Newcrest Australasian Institute of Mining and Metallurgy
	Cracow Ore Reserve Justin Woodward Newcrest Australasian Institute of Mining and Metallurgy
	Mt Rawdon Mineral Resources Tim Murphy Newcrest Australasian Institute of Mining and Metallurgy
	Mt Rawdon Ore Reserves Nick Spicer Newcrest Australasian Institute of Mining and Metallurgy

36