EVOLUTION MINING LIMITED — Investor Presentation 2011

Jun 29, 2011

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actionoz\Analyst presentation\Fort Knox Analyst Roadshow Presentation v18.pptx Creation of a leading growth focused Australian mid-cap gold producer July 2011

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Forward looking statements

• 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.

• 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 maximum extent permitted by law, no person, including Catalpa Resources Limited, Conquest Mining Limited, Newcrest Mining Limited and their respective related bodies 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 buy, subscribe for or sell any security in the United States or to or for the account or benefit of any 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 the y have been re g istered under the US Securities Act or an exem p tion from re g istration 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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Section 1 TRANSACTION OVERVIEW

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A compelling alliance for future growth

Catalpa and Conquest have entered into an agreement to create a leading growth focused, asset diversified mid-cap gold company in Australia

• Four wholly owned operating gold mines: Edna May, Cracow, Mt Rawdon, Pajingo

• One development project: Mt Carlton

• Significant exploration potential

• Experienced and entrepreneurial management team, with complementary skills and experience

• Focused on creation of shareholder value throu g h a clear g rowth-orientated strate gy

The Merged Entity will be created through two concurrent, interconditional transactions

• All-scrip merger of equals between Catalpa and Conquest

• Scheme of Arrangement vote by Conquest shareholders

• “ ”

• Catalpa the surviving entity ( Merged Entity )

• Asset acquisition from Newcrest of its 100% interest in Mt Rawdon and 70% interest in Cracow in exchange for a 38%[2] interest in the Merged Entity – Ordinary resolution vote by Catalpa shareholders

On completion of the merger and asset acquisition, the Merged Entity will undertake a renounceable pro-rata entitlement offer o ra se approx mat i i te y l $150m

• Suitably capitalises the significantly enlarged company, ensuring financial flexibility to develop its asset portfolio and pursue growth opportunities

• Pro forma market capitalisation post the entitlement offer of ~A$1.18 billion[1]

• At Conquest and Catalpa’s request, Newcrest will not participate in the offering and, as a result, will dilute its interest to ~33%[2] and enable the Merged Entity to broaden its investor base

The Directors of Catalpa and Conquest unanimously recommend the proposed transaction in the absence of a superior proposal and subject to a favourable opinion of the independent expert

1. Based on closing price of Catalpa on 14-Jun-2011.

2. Represents equity valuation of outstanding shares and options. Final ownership will vary depending on exercise of options.

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Transaction highlights

Creation of a leading growth focused, asset diversified, Australian mid-cap gold company

Portfolio of four producing mines and a development asset providing a defined growth pathway — Operations to produce 400-450koz pa gold by 2013[1] , ranking the Merged Entity as a top 5 Australian producer — Scale of the combined group and financial flexibility will enable optimal sequencing and delivery of growth opportunities

Size and flexibility of the combined group enables an aggressive approach to growth opportunities — - Scope to drive further consolidation of 100 200koz pa producing goldmines / deposits

Strong financial platform to pursue growth with cash post proposed equity raising of more than $200m and modest debt of $61m[2]

Proven, entrepreneurial management team with complementary skill set focused on enhancing shareholder returns

Substantial re-rating potential for the combined group through earnings growth from the enhancement and optimisation of the combined asset base

1. Production range subject to a range of factors including the timing of Mt Carlton ramp up.

2. Pro forma debt balance does 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 po en t ti a l Mt C ar lt on pro ec comm j t it men s pre-comp e t l ti on, a lth oug h no comm it men s ave een en ere t h b t d i n o a presen . t t t

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Snapshot of combined portfolio

Combined Resource base of 7.1Moz gold equivalent across a diversified asset portfolio with a significant and highly prospective pipeline of exploration opportunities

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Note: Refer to competent person statements in Appendix 3. Resources and Reserves for Mt Carlton presented on a gold equivalent basis using the following price assumptions silver US$22/oz, copper US$3.50/lb, and gold US$1,100. Cracow reserves and resources as at 31-Mar-2011, Edna May open pit Reserves and Resources as at 31-Dec-10 (also includes underground Resources as at 15-May-11), Mt Rawdon Reserves and Resources as at Jun-2011, Pajingo Reserves and Resources as at 30-Jun-2010, Mt Carlton Reserves and Resources as at Dec-2010 (includes Silver Hill Resources at September-2009). 1. Mine life calculation for Pajingo and Cracow includes Mineral Resources.

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Transaction summary

	Structure Transaction unanimously recommended by the Boards of Catalpa and Conquest Transaction comprises the concurrent — Merger of Catalpa and Conquest
	— Asset acquisition from Newcrest Pro-rata renounceable entitlement offer to occur shortly after implementation of the above Scheme of To achieve a 50:50 merger of equals, exchange ratio will be 0.30 Catalpa shares for each Conquest share Merger of Equals to be implemented by Conquest Scheme of Arrangement Exchange ratio represents a 13.7% premium to Conquest shareholders1
	arrangement Existing Conquest options either to be exchanged for equivalent options in the Merged Entity on equivalent terms or converted into shares in Conquest prior to the Scheme taking effect Newcrest asset acquisition The Merged Entity will purchase 100% of Mt Rawdon and 70% of Cracow from Newcrest. Newcrest will be issued with a 38%2 interest in the Merged Entity as consideration
	Pro-rata renounceable entitlement offer On completion of the merger and asset acquisition, the Merged Entity intends to undertake a renounceable pro- rata entitlement offer, open to existing Catalpa and Conquest shareholders to raise approximately $150m (13% of diluted market capitalisation of Merged Entity post entitlement offer) Catalpa and Conquest have requested, and Newcrest has agreed, that Newcrest will not participate in the offering and as a result will dilute its interest to ~33%2 and enable the Merged entity to broaden its investor base
	Conditions Customary regulatory and court approvals Conquest shareholder approval of merger Scheme Catalpa shareholder approval for issuance of shares to Newcrest Conquest Scheme of Arrangement and purchase of Newcrest assets are interconditional See Transaction Implementation Deed accompanying announcement for full details
	Company name and headquarters New name to be selected for the Merged Entity Corporate head office in Sydney, with offices in Perth and Townsville Jake Klein will assume the role of Executive Chairman, Bruce McFadzean to be Managing Director Board of Directors to be comprised of 3 Catalpa, 3 Conquest and 2 Newcrest nominees

• 1 . B ase d on th e as l t c ose as a l t 14 - J un- 2011 .

2. Represents equity valuation of outstanding shares and options. Final ownership will vary depending on exercise of options.

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Pro forma market capitalisation

	Metrics	Catalpa	Conquest	Newcrest: Mt Rawdon & 70% Cracow	Pro Forma Merged Entity	Pro Forma Post Entitlement Offer
	Close share price 14-Jun-11	$1.71	$0.45
	Share price 5 day VWAP	$1.70	$0.43
	Ordinary shares (millions)	178 0 .	180 2 .	229 4 .	587 6 .	681 1 694 1 . – .
	Market capitalisation (5 day VWAP)	$302.9	$306.6	$390.3	$999.8	$1,149.8
	Value of options on issue1	$15.5m	$11.8m
	Dil t d k t u e mar e capitalisation2	$318.4m	$318.4m	$390.3m	$1,027.0m	$1,177.0m
	Cash4	$37.1m	$36.3m	$0.0m	$73.4m	$223.4m6
	Debt4	$54.3m	$6.8m5	$0.0m	$61.1m	$61.1m
	Md Etit hi
	erge ny ownersp (pre entitlement offer)7	31.0%	31.0%	38.0%8
	Merged Entity ownership (post entitlement offer) 3	Will vary depending on Catalpa and Conquest shareholder participation in entitlement offer		~33.0%8

• Note: Exce p t where otherwise stated and with the exce p tion of Con q uest close share p rice and 5 da y VWAP share p rice , all anal y sis based on 5 da y VWAP of Catal p a for sim p licit y of p resentation. Note this data will fluctuate based on movements in the Catalpa share price and may differ at the time of implementation of the transaction

• 1 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.

• 2 Fully diluted shares outstanding for Catalpa includes basic shares of 178.0m and 15.1m options. Fully diluted shares outstanding for Conquest include 180.2m basic shares and 11.5m options (see footnote 1 for adjustments), based on exchange ratio of 0.30x Catalpa shares per Conquest share. Newcrest share of Merged Entity market capitalisation based on Merged Entity shares issued to Newcrest and current Catalpa share price.

• 3 Assumes equity raising conducted at 5.0% – 15.0% discount to TERP. 4 Cash and debt positions as at 31-Mar-2011. Assets are transferred from Newcrest exclusive of cash and debt. Pro forma debt balance does 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.

• 5 Conquest currently has $6.84m in Environmental Surety Bonds.

• 6 Does not include transaction costs which will include stamp duty and advisory fees.

• 7 Ownership shown is diluted ownership based on option valuation using Black Scholes.

• 8 Represents equity valuation of outstanding shares and options. Final ownership will vary depending on exercise of options.

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Board and senior management

• Mining engineer with over 30 years of management, mining, processing and project "start up" experience to the organisation, including 15 years with Rio Tinto and BHP Billiton

• Formerly President and CEO of Sino Gold Mining Limited

• Previously employed at Macquarie Bank and PricewaterhouseCoopers

• Br oad co mm od i ty e x pe ri e n ce in go l d, ir o n o r e, d i a m o n ds a n d nickel/cobalt and in a wide range of roles including corporate, managerial, technical and operational managerial, technical and operational

• Non executive director of Lynas Corporation Limited and  Br oad co mm od i ty e x pe ri e n ce in go l d, ir o n o r e, d i a m o n ds a n d

• BCom (Hons) Jake Klein  OceanaGoldPrevious President of the NSW Branch of the Australia China Corporation Bruce McFadzean Dip Mining, FAusIMM nickel/cobalt and in a wide range of roles including corporate, managerial, technical and operational ACA Business Council and served on the NSW Asia Business Managing Director  Non-Executive Director of Venture Minerals Limited

• Executive Council Chairman  Mining engineer with over 30 years international experience as  More than 21 years commercial experience in the resources a director/chief executive officer for a wide range of Australian sector across a diverse range of commercial and financial

• and international publicly listed mining, mining finance and activities at Newcrest and previously at BHP Billiton

• other mining related companies  Has held a mix of corporate and operational commercial roles

• Former CEO of seven different public mining companies within Australia, Papua New Guinea and Chile

• Currently serves on the boards of OceanaGold Corporation  Currently Newcrest General Manager Commercial and Planning

• Jim Askew (Chairman) and Golden Star Resources Ltd Lawrie Conway and director of LGL BMinin g En g  Formerly served on the board of Ausdrill B Bus, CPA (Hons) Director

• M. Eng Sc Director  Over 30 years experience in finance roles in the natural  35 years of experience across a range of industries from foreign resources industry in Australia exchange and commodities trading, oil and gas downstream

• Has broad based finance, corporate and commercial production and chemical hydrocarbon processing background through a range of senior finance positions with  Previously held the positions of Vice - President of Foreign Shell, Acacia Resources and AngloGold Exchange with Prudential-Bache Securities and Senior Foreign

• Graham Paul Marks Exchange Strategist with NAB

• Freestone Beng (Chem) MAppFin  Has led a number of private ventures since the mid-1990s, BEc (Hons) Director ranging from property sub-divisions and developments, listed and Director unlisted equity investments and proprietary trading in commodities, both physical and derivatives

• 40 years experience within the Nickel and Gold industries  Over 34 years mining experience across a broad spectrum of  Held a variety of positions in mine management, exploration responsibilities, including a range of senior corporate roles with WMC Resources Ltd, Lihir Gold and Rio Tinto

• and business development and was previously employed as an executive of Lion Ore in Australia  Appointed Executive General Manager Australian & African

• Non-Executive Director of Panoramic Resources Limited and Operations at Newcrest in September 2010

• John Rowe Peter Smith Southern Cross Goldfields  Previously Chief Operating Officer at Lihir Gold Limited and

• BSc (Hons), F AusIMM, GAICD,

• ARSM , MA us IMM MBA USQ previous to that an Executive Director of Western Metals Ltd Director Director

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Section 2 STRATEGIC RATIONALE

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Clear growth strategy supported by a strong financial platform

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STRONG FINANCIAL PLATFORM GROWTH STRATEGY
Cash position bolstered by Fire power for
proceeds of entitlement offer further growth
opportunities
Expansion and
Strong cash flows from four exploration growth
producing assets to capitalise on
potential of existing
portfolio
Full funding of
planned capex at
Strong balance sheet to fund each mine
commitments and growth e.g. Mt Carlton
development and
Edna May
Underground
expansion
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Creation of a growth focused mid-cap gold company with increased global market presence

Market capitalisation ($b)

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28.74
New peer group
2.45
Previouspeer group
1.98
1.68
1.46
1.19 1.18 1.12 1.05 1.04 1.03 0.97 0.92 0.87 0.83 0.80 0.79 0.77 0.77 0.73
0.64 0.62 0.60 0.57 0.56 0.56 0.52 0.52 0.45
0.37 0.36 0.35 0.34 0.32 0.29 0.28 0.26 0.21 0.21 0.16 0.10
Merged Entity moves into a select group of global listed mid-cap producers
Newcrest Alacer Centamin Alamos Medusa Lake Shore Merged Entity Kingsgate Perseus Regis Nevsun Seabridge Dundee Mineros S.A. Aurizon CGA Mining Great Basin US Gold Highland Gold Northgate Allied Gold St Barbara OceanaGold Avocet Beadell Aura Resolute Gryphon Ampella Jaguar Mining Integra Ramelius Silver Lake Catalpa Adamus Conquest Focus Tanami Gold ran Colombia G Red 5 Norton
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Source: IRESS, market data as at 14-June-2011, fully diluted market capitalisation Note: Pro forma market capitalisation shown on post - entitlement offer basis

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Strong position among global mid-cap gold producers

Production (Moz) (FY13E)

3.81 New Peer Group 0.52

0.40 - 0.45 Previous Peer Group 0.43 0.33 0.32 0.31 0.30 0.29 0.28 0.27 0.26 0.24 0.24 0.22 0.22 0.22 0.21 0.21 0.19 0.15 - 0.17 0.18 0.12 - 0.14 0.14 0.14 0.13 0.13 0.11 0.10 0.07 0.04

Source: Conquest, Catalpa, Newcrest, company filings, broker research. Excludes companies with assets not yet in production 1 Inclusive of Mt Rawdon and Cracow production.

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Side-by-side review of projects

	9	Mt Rawdon	Cracow	Edna May	Pajingo	Mt Carlton
	Ownership	100% Newcrest	70% Newcrest	100% Catalpa	100% Conquest	100% Conquest
			30% Catalpa
	Location	Queensland	Queensland	Western Australia	Queensland	Queensland
	Stage	Production	Production	Production	Production	Development
	Mine Type	Open pit	Underground	Open pit	Underground	Open pit
	Reserves (Au, Moz)	0.9	0.3	1.0	0.1	1.3¹
	R (A M ) esources u, oz	1 0 .	0 9 .	1 8 .	0 8 .	2 6¹ .
	Reserve Grade (Au g/t)	0.9	7.1	1.1	5.0	3.7
	FY11E Production (koz)	91	102	65	45	0
	Target production (koz)	100	100	100	70 - 90	95
	Mine Life (years)	8	52	9	42	12

Merged Entity FY2012 and FY2013 forecast production is 300–350koz and 400–450koz, respectively FY2012 cash costs estimated to be between A$800 – 850/oz, forecast to decline as Mt Carlton ramps up production

Source: LOM models, Conquest, Catalpa, Newcrest

Note: Refer to competent person statements in Appendix 3

1 Presented on a gold equivalent basis using the following commodity price assumptions: silver US$22/oz , copper US$3 . 50/lb , and gold US$1 , 100 . 2 Pajingo and Cracow mine life assumes conversion of Mineral Resources such that portion of Mineral Resources is mined.

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Mt Rawdon

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Description Location
Location & Ownership  Q ueens an l d ; ewcres N t (100%)
 Open pit gold and silver mine and process plant Mt Rawdon
Mine Type  Mined as a single open pit, using conventional open pit mining methods of drill,
blast, load and haul, utilising a local mining contractor
 2001: Gold production commences
 2008: Merger with Lihir Gold
History
 2010: Merger with Newcrest
 2011: 1Moz gold produced since commissioning
 Total reserves: 31.4mt @ 0.9g/t for 0.9Moz contained Au
Reserves & Resource
 Total resources: 37.4mt @ 0.9g/t for 1.0Moz contained Au
 Estimated mine life of ~8 years with the operation scheduled to continue until
Mine Life
FY20 at current estimates
 N o LTI i n pas t 2 years
Safety Record
 1,000,000 hours LTI free in March 2011
Production Profile (koz)
103 101
91
 Key initiatives:
—
Knelson concentrator upgrade to reduce loading in the leach circuit
— In stream analyser for Cyanide , pH and Dissolved Oxygen to improve
Exploration & Initiatives recovery
 Key exploration:
— 2009 2010 2011E 2012E 2013E
Resource definition / testing of existing resource base
—
Brown-fields and green-fields drilling  2011E cash costs: $650/oz
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Source: Newcrest

Note: As at June 2011. Refer to competent person statements in Appendix 3

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Cracow

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Description Location
Location & Ownership  350 km NW of Brisbane; Newcrest (70%), Catalpa (30%)
Mine Type  Underground epithermal gold operation
Cracow
 ~850koz gold produced from 1932 to 1992
 Exploration over 5 years delineated the Royal and Crown deposits (2.4 Mt
History
inferred resource at 10.1g/t for 790koz Au)
 Cracow Mining JV Agreement executed Sep-2003 and development commenced
 Total reserves: 1.2 Mt @ 7.1g/t for 0.3Moz contained Au (100% basis)
Reserves & Resource
 Total resources: 4.7Mt @ 6.3g/t for 0.9Moz contained Au (100% basis)
 Current mine planning inventory supports a mine life for ~5 years
Mine Life  Newcrest is confident that Cracow’s mine planning inventory will be increased
and that Cracow will continue to produce gold beyond 2016
Employees & Safety  12 month moving LTIFR is 0
Record  12 month moving TRIFR is 3.7
Production Profile (koz)
 Key initiatives 99 103 102
—
Switch to contestable power supply contract
 Key exploration
—
400koz targets: Goldfield, southern goldfield, northern extension
Exploration & Initiatives
—
Exploration targets: Kilkenny SE / Airstrip; Western Repetition; Fordee /
Sterling
— Ore body targets: Kilkenny to Tipperary; Bradshaws Vein (Golden Plateau); 2009 2010 2011E 2012E 2013E
Killarney; and Roses Pride HW
 2011E cash costs: $630/oz
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Source: Newcrest

Note: As at March 2011. Refer to competent person statements in Appendix 3

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Edna May

		Description		Location	Location	Location
	L ti & O hi oca on wners p	W t A t li 300k t f P th C t l (100%)  es ern us ra a, m eas o er ; a a pa 2 x Open Pits – Edna May and Greenfinch Potential for future underground – study underway		Edna May
	Mine Type
	History	Catalpa Plant installed 2009 – 2010 Commissioning of plant from May 2010 Total reserves: 28.3Mt @ 1.1g/t for 1.0Moz Total resources: 52.9Mt @ 1.1g/t for 1.8Moz
	Reserves & Resource
		High grade opportunities from Edna May underground 9 years 55 days LTI Free
	Mine Life
	Employees & Safety
	R d ecor	71% DMP dit ti  au ra ng Key initiatives — Development of underground mine — Resolution of operational issues — Tungstenprocessingopportunityat Edna May		Production Profile (koz)
	Exploration & Initiatives	— Increasing plant throughput Key exploration — 3 stage 2011 drilling program including conversion to inferred, resource extension, and resource conversion — Exploration targets of Greenfinch,Golden Point,and regionalgreenfields		2011E h t $1100/ 65 2009 2010 2011E 2012E 2013E
	Source: Catalpa			cas coss: ,oz

Note: As at December 2010. Refer to competent person statements in Appendix 3

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Pajingo

		Description		Location	Location	Location
	Lti & Ohi	50k th f Cht TQldCt 100%
	ocaon wnersp	m sou o arers owers ueensan; onques () ,
	Mine Type	Open pit and underground			P	ajingo
		2001: Mill upgrade to 720,000tpa 2001: Newmont acquisition of Normandy
	History	2008: Acquisition by NQM and Heemskirk Nov-2010: Acquisition by Conquest
	Reserves & Resource	Total reserves: 0.5Mt @ 5.0g/t for 0.1Moz contained Au Total Pajingo resources: 1.9Mt @ 6.5g/t for 0.4Moz contained Au Twin Hillsresources: 37Mt@31/t for 04Moz contained Au
		**g ** . . .
	Mine Life	Currently 4 years from underground reserves and resources with immediate goal of increasing resources
	Employees & Safety Rd	Conquest implementing initiatives to improve safety standards — Improved recruitment process
	ecor	Better injury management — — Better incident investigation(Taproot)		Pdti Pfil k
		Key initiatives — Spare capacity in 700ktpa processing plant — Reduce low grade (pit) feed to the mill and increase the high grade		52 55 45 roucon roe (oz)
	Exploration & Initiatives	Series of three open pits to s pplement ndergro nd — u u u — Twin Hills, a satellite deposit, to potentially supply additional ore — Increase production to 70-90 koz/yr Key exploration targets — Build a 5 year mine life from the underground resources / reserves		2011E cash costs: $805/oz 2009 2010 2011E 2012E 2013E
	Source: Conquest Note: As at June 2010. Refer to competent person statements in Appendix 3

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Mt Carlton

	Mt Carlton	Mt Carlton	Mt Carlton	Mt Carlton	Mt Carlton
	Description Location Location & Ownership 150km south of Townsville, Queensland, Conquest (100%)
		Description	Location
	Location & Ownership	150km south of Townsville, Queensland, Conquest (100%)
	Mine Type	Open Pit; High sulphidation epithermal system 2003 – Conquest purchased 100% of the Mt Carlton tenements from Xstrata Feb 2010 – DFS completed Dec 2010 – Conquest Board approves A$126.9M development		Mt Carlton
	History
		Total reserves: — V2: 9.3Mt @ 2.73g/t Au; 30g/t Ag; 0.34% Cu for 0.8Moz Au, 9.0Moz Ag, 31.0kt Cu — A39 : 0.5Mt @ 552g/t Ag; 0.64% Cu for 8.3Moz Ag, 3.0kt Cu
	Reserves & Resource
		Total resources: — 25.7Mt @ 1.65g/t Au, 44.0g/t Ag, 0.28% Cu for 1.4Moz Au, 36.6Moz Ag, 71.2kt Cu >12 years First production, subject to permitting, is expected from 2012/13
	Mine Life
	Employees & Safety Record	NA Q2 2011: achieve permitting goals; finalise engineering design; engage tenders Firstroductionsubject to
	Development timetable targets	p and services 2H 2011: ramp up staffing, construction and dam installation, commence pre-strip mining; install camp services , permitting, is expected from 2012/13 Cash Costs estimate: $600/oz

Source: Conquest

Note: As at December 2010. Refer to competent person statements in Appendix 3

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Enhanced diversification with a significant gold inventory

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FY11E Production by Asset
Catalpa Conquest Newcrest Assets Combined
294koz
Edna
May
Cracow Mt 20%
33% Rawdon
Cracow Mt Rawdon 31%
Edna May 43% 57%
67% Pajingo
Cracow
100%
Pajingo 33%
15%
Resources by Asset
Catalpa Conquest Newcrest Assets Combined
7.1Moz
Cracow
Mt
13%
Pajingo Rawdon Edna
24% 14% May
25%
Cracow Mt Rawdon
39% 61%
Edna May Mt Carlton Mt Carlton Cracow
87% 37%
76% 13%
Pajingo
11%
Edna May Cracow Pajingo Mt Carlton Cracow Mt Rawdon
Pajingo
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• N ote : R e f e r to co m pete n t pe r so n state m e n ts in A ppe n d ix 3 . R esou r ces a n d R ese rv es p r ese n ted o n a go l d equ iv a l e n t bas i s f o r M t Ca rl to n us in g t h e f o ll o win g co mm od i ty p ri ce assu m pt i o n s s ilv e r US$ 22 /o z , coppe r US$3.50/lb, and gold US$1,100

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Combined benefit of operating mines, immediate development and exploration potential

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Four wholly owned
operating mines
Mt Carlton Development
Twin Hills Trial Mining
Edna May Underground
Exploration Potential
Pajingo : Plan to build 5 year mine life from existing resource
Mt Rawdon : Brownfields and Greenfields potential
Cracow : Extension of existin g ore bod y; ex p loration of Goldfield ,
Southern Goldfield, and Northern extension
Edna May : Golden Point and Greenfinch regional greenfields exploration,
tungsten processing opportunity
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Defined growth pathway

The combination creates a leading growth focused, mid-cap Australian gold producer

Growth Focused Portfolio

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400 - 450koz
300 - 350koz
294koz
255koz 268koz
2009 2010 2011E 2012E 2013E
Mt Rawdon Pajingo Cracow Edna May
Merged Entity FY2012 and FY2013 forecast production: 300 – 350koz and 400 – 450koz, respectively
FY2012 cash costs estimate: A$800 – 850/oz
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2011E – 2013E Gold Production Growth

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186.3%
134.4%
82.9% 81.2%
36 - 53% 49.7% 48.7% 42.2% 37.6% 36.4% 30.6% 30.2% 26.1% 20.0% 14.5% 12.3% 7.1% 2.5% (0.2)% NM
Note: Positioning based on Merged Entity ’ s “ New Peer Group ” set out on page 12 and 13
Source: Consensus forecasts, Conquest, Catalpa and Newcrest. All values calendarised to June year end. Norton Gold Fields excluded due to lack of broker coverage
22
Lake Shore Centamin Northgate Great Basin Merged Entity Alamos Mineros Alacer Aura Dundee CGA Highland Gold Kingsgate Medusa Avocet OceanaGold Aurizon Resolute St Barbara Nevsun
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Scope for immediate re-rating

EV / FY11 Production (’000$/oz)

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37.4 x
Median: 5.4x
15.4 x
12.4 x
9.9 x 9.0 x 8.3 x 7.6 x 6.9 x 6.1 x 5.6 x 5.2 x 5.2 x 4.4 x 4.3 x 3.8 x 3.7 x 3.7 x 3.5 x 2 3 x. 2 1 x.
EV / FY13 Production (’000$/oz)
Perseus Lake Shore Alamos Centamin Dundee Mineros Allied Gold Alacer Great Basin Conquest Nevsun Aurizon Kingsgate CGA Northgate Catalpa ighland GoldH erged Entity M O ceana Gold St Barbara
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14.6 x
8.3 x
Median: 3.3x
6.6 x
5.6 x 5.4 x 4.9 x 4.9 x
4.2 x
3.5 x 3.4 x 3.3 x 3.1 x 3.0 x 2.8 x 2.3 x 2.3 x 2.1 x 2.1 x 2.0 x 1.5 x
Note: Positioning based on Merged Entity’s “New Peer Group” set out on pages 12 and 13. Market data as at 14 June 2011.
Source: Company filings;CapIQ; Conquest, Catalpa and Newcrest guidance for respective assets; peer forecasts based on broker consensus. All values calendarised to June year end.
23
n s e s e n r n e n A d s d a y a e d t s
Nevsu Alamo Dunde Minero Lake Shor Aurizo Alace Centami Kingsgat Great Basi CG Allied Gol Perseu Highland Gol Catalp Merged Entit St Barbar Northgat Oceana Gol Conque
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Scope for immediate re-rating

EV / Reserves (’000$/oz)

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1.38 x
1.06 x
Median: 0.28x
0.86 x
0.62 x
0.47 x
0.40 x 0.37 x 0.34 x
0.28 x 0.28 x 0.28 x 0.24 x 0.23 x 0 20 x. 0 20 x. 0 19 x. 0 18 x. 0 17. x 0.13 x
EV / Resources (’000$/oz)
ke Shore L a Nevsun ingsgate K Alamos Alacer CGA land Gold High Dundee Mered Entity g Perseus Aurizon Catalpa C onquest C entamin llied Gold A S t Barbara Ocana Gold e orthgate N Geat Basin r
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0.93 x
Median: 0.14x
0.39 x 0.35 x
0.21 x 0.19 x 0.17 x 0.16 x 0.14 x 0.14 x 0.11 x 0.09 x 0.08 x 0.08 x 0.07 x 0.07 x 0.06 x 0.04 x
Note: Positioning based on Merged Entity ’ s “ New Peer Group ” set out on pages 12 and 13 . Market data as at 14 June 2011
Source: Conquest, Catalpa and Newcrest guidance for respective assets; company filings; CapIQ.
Nevsun Lake Shore Kingsgate Centamin Alamos Alacer Catalpa Merged Entity Perseus Dundee Aurizon Allied Gold Highland Gold Conquest St Barbara Oceana Gold Great Basin
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Recent precedent support a Price/NAV re-rate

Even before Merged Entity achieves earnings growth through optimisation of the asset base and growth, with reference to the most recent Australian gold Merger of Equals transaction suggests a Price/NAV re-rate

If Merged Entity were to re-rate to the same extent as Alacer, post transaction, Merged Entity could potentially trade at 1.2x NAV

Re-rate potential of combined Conquest / Catalpa / Newcrest entity

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Reference po ni ts ot day Avoca / Anatolia reference Conquest / Catalpa / Newcrest entity
3,500
3,000
1.6 x
2,500
2,000
$ 2.19
$ 2.02
1,500 1.4 x $ 1.85
1.0 x 1.3 x
2,446
1,000
500 0.8 x 0.9 x 0.9 x 1,177 1,046 1,181 1,295 1,413 1,531
280 318 390
0
(A$m)
Market value
Conqest u ap.¹market c Catala p ap.¹market c Newrest c ts¹ e ass tity² n Avoca pre- del a marke t cap. Anatoli pre- a l dea market ap. c ealPost-d ap.³market c Re-rte to a ⁴ 1.1x Re-rte to a ⁴ 1.2x Re-rte to a ⁴ 1.3x
Merged E
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Source: Broker Research, company filings, CapIQ

1. NAV based on broker data, fully diluted market capitalisation.

2. Fully diluted market capitalisation, post entitlement offer.

• 3 . As at 14 June 2011 .

4. Price per share based on fully diluted shares outstanding of Merged Entity (assuming Treasury Stock Method for Conquest and Catalpa options at 14 June 2011 Catalpa share price).

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Summary

The combination creates a leading growth focused, asset diversified mid-cap Australian gold producer

• Four wholly-owned operating gold mines: Edna May, Cracow, Mt Rawdon and Pajingo, already producing close to 300koz pa

• An immediate development opportunity, Mt Carlton, with other organic growth opportunities that could expand production to 450koz pa in the next two years

• A significant and highly prospective pipeline of exploration opportunities

• Strong financial platform to pursue growth with cash post proposed equity raising of more than $200m and modest debt of $61m[1]

• A strong mandate to grow the Merged Entity

• Australia’s largest gold producer, Newcrest, as a supportive major shareholder with two Board representatives

1. Pro forma debt balance does 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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Indicative transaction timetable

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	15 June 2011  Joint transaction announcement by Catalpa and Conquest
	Late August 2011 Despatch of Scheme Booklet to Conquest shareholders Despatch of Explanatory Memorandum to Catalpa shareholders
	Late September 2011  Shareholder meetings for both Catalpa and Conquest Late October 2011 Scheme implementation Issue of the Merged Entity’s shares to Conquest shareholders and Newcrest
	Early November 2011  Earliest date for completion of the Merged Entity’s pro-rata renounceable entitlement offer

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Appendix 1 TRANSACTION STRUCTURE & ADDITIONAL MATERIALS

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Transaction structure

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Step 1 – Catalpa and Conquest merge Step 2 – Merged Entity acquires Newcrest Step 3 – Merged Entity equity raising
assets
Shares Conquest Catalpa / Shares Catalpa Conquest
Catalpa Newcrest Newcrest
shareholders Merged Entity shareholders shareholders
38% [1] 31% 31%
Acquires 100%
Conquest
Catalpa / Cash
Conquest Catalpa Merged Entity proceeds
shareholders shareholders 70%
100%
50% 50%
Mt Rawdon Cracow
Catalpa /
Merged Entity
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• Catalpa and Conquest merge on an equal basis

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• Concurrently and interconditionally, the Merged Entity acquires Mt Rawdon (100%) and Cracow (70%) assets from Newcrest for equity consideration

• Consideration equal to 38%[1] of the Merged Entity’s pro-forma and fully diluted market capitalisation on day of announcement

• After Scheme implementation, the Merged Entity raises $150m of equity via a pro rata accelerated renounceable entitlement offer

• Newcrest will not participate in the raising; proforma holding reduced to ~33%[1]

• Non-participation by Newcrest will allow the Merged Entity to target new institutional shareholders to support the company going forward

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Represents equity valuation of outstanding shares and options. Final ownership will vary depending on exercise of options.

1

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Strong position among Australian mid-cap gold producers

Production (Moz) (FY11E)

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2.70
New Peer Group
0.37 Previous Peer Group
0.33
0.31
0.27 0.26 0.26
0.20 0.19 0.18 0.18
0.17
0.16 0.16 0.15 0.15 0.14 0.13
0.12
0.11 0.10 0.10 0.10 0.10 0.09 0.09 0.08 0.07
0.05 0.04 0.04
0.03
rest¹New c lacerA ntity E luteRes o Gold Kinggate s St Babara r Nevsun Aocet v Centmin a CGA G old h Nortgate Great asin B ining rton¹N o A ura rizonAu Almos a d Meusa lius¹Ram e deeDu n Mieros n Caalpa t Silver ake L GoldAllied egis R S horeLake Conuest q In t egra Admus a Peseus r
Merged Oceana Highland Jaguar M
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Source: Conquest, Catalpa, Newcrest, company filings, broker research. Excludes companies with assets not yet in production

1 Based on company guidance.

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Appendix 3 RESERVES AND RESOURCES

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Catalpa Mineral Resource and Ore Reserve statement

	Mineral Resources	Mineral Resources	Mineral Resources	Mineral Resources
	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 1.1 130
	Edna May & Golden Point 21.0 1.1 707	15.8 1.0 503	10.1 0.9 278	46.8 1.0 1,488
	Ed M
	na ay Underground* - - -	0.4 7.3 98	0.3 7.6 69	0.7 7.4 166
	Cracow JV (30%) 0.1 9.1 33	0.3 7.6 76	1.0 5.6 174	1.4 6.3 283
	Stockpiles	1.4 0.6 27	- - -	1.4 0.6 27
	TOTAL 22.0 1.1 770	20.4 1.2 784	12.0 1.5 541	54.3 1.2 2,094

Cracow resources shown at 31 March 2011, Edna May shown at 31 December 2010 * Note Edna May Underground updated as at May 15, 2011

	Ore Reserves	Ore Reserves	Ore Reserves
	Proved	Probable	Total Proved and Probable
	Million Gold ‘000	Million Gold ‘000	Million Gold ‘000
	Tonnes g/t Ounces	Tonnes g/t Ounces	Tonnes g/t Ounces
	Greenfinch 0.8 1.1 28	1.7 1.0 58	2.5 1.1 86
	Edna May & Golden Point 15.7 1.1 549	8.7 1.1 305	24.4 1.1 854
	Cracow JV 0.1 8.1 27	0.3 6.7 55	0.4 7.1 81
	(30%)
	Stockpiles	1.4 0.6 27	1.4 0.6 27
	TOTAL 16.6 1.1 604	12.1 1.2 445	28.7 1.1 1,048

Cracow reserves shown at 31 March 2011, Edna May shown at 31 December 2010

Effective Holdings

Catalpa Resources Limited owns 100% of Edna May Operations Ltd Pty which in turn owns 100% of the Edna May Gold Operation Catalpa Resources Limited owns 100% of Sedimentary Holdings Ltd Pty which in turn owns 30% of the Cracow Gold Operations

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Notes to Catalpa Mineral Resource statement

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 Resources are estimates of recoverable tonnes and grades using Multiple Indicator Kriging with block support correction into 25 metres (East) by15 metre (North) by 5 metre (Elevation) model blocks and assuming 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 o f b roa d er space d d r illi ng, genera ll y per p i h era l t o th e M easure d an d I n di ca e t d pane s . l

• Edna May and Greenfinch Mineral Resource figures are stated at the 31 December, 2010 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 on a 30% attributable basis, with depletion by production where relevant to 31 March 2011

• Due to rounding of figures small discrepancies may exist

• .

• 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 A u cu -o t ff gra d e w ithi n a geo og ca l i ll y an d gra d e e d fi ne d m nera i li sa ti on enve opes an l d i n accor d ance w ith th e us ra A t li an JORC C o d e

• 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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Notes to Catalpa Ore Reserve statement

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 the 31 December, 2010 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 on a 30% attributable basis, with depletion by production where relevant to 31 March 2011

• Due to rounding of figures small discrepancies may exist.

• Metal price assumptions used by Newcrest to convert Mineral Resource to Ore Reserves are US$850/oz gold, a USD to AUD exchange rate assumption of 0.75 for metal price conversion was applied

• 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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Catalpa competent person 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 C ompe en t t P erson as e d fi ne d i n th e ecem D b er 2004 e diti on o f th e “A us ra as an o t l i C d e or epor f R ti ng o f E xp ora l ti on esu R lt s, Mi nera l R esources 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 Mineral Resources is based on work completed by Mr Nicolas Johnson, who is a Member of the Australian Institute of Geoscientists. Mr Johnson is a full time employee of Hellman and Schofield Pty Ltd and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Johnson consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. The information in this report that relates to Ore Reserves is based on work completed by Mr Harry Warries, who is a Member of the Australian Institute of Geoscientists. Mr Warries is a full time employee of Coffey Mining and has sufficient experience which is relevant to the style of m nera i li sa ti on an d t ype o f d epos it un d er cons id era ti on an d t o th e ac ti v it y w hi c h h e s un i d er a t ki ng o qua t lif y as a ompe en C t t P erson as e d fi ne d i n the 2004 edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Warries consents to the inclusion in the report of the matters based on 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 he is undertaking, to qualify as a Competent Person as defined in the ‘A us ra as an o t l i C d e or epor f R ti ng o f Mi nera l R esources an d O re eserves o R ’ f D ecem b er 2004 (“JORC C o d e ”) as prepare d b y th e o n J i t O re 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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Conquest Mineral Resource statement

Pajingo Mineral Resources (as at 30 June 2010)

	Pajingo Mineral Resources (as at 30 June 2010)
	Measured	Indicated	Inferred	Total
	Tonnes Au(g/t) Au(oz)	Tonnes Au(g/t) Au(oz)	Tonnes Au(g/t) Au(oz)	Tonnes Au(g/t) Au(oz)
	Underground Bell Vein	32,151 5.98 6,181	22,725 5.98 4,370	54,876 5.98 10,551
	Veracity	33,454 9.98 10,734	8,400 7.70 2,100	41,854 9.52 12,814
	Cindy		33,193 9.05 9,654	33,193 9.05 9,654
	Faith		61,729 8.89 17,643	61,729 8.89 17,643
	Zed Sonia		484,805 7.96 124,072	484,805 7.96 124,072
	Zed West	17 000 12 40 6 778 .	202 676 10 20 66 465 .	219 675 10 37 73 243 .
	Bunty	, ,	, , 90,000 10.71 31,000	, , 90,000 10.71 31,000
	Sub-Total Underground	82,604 8.92 23,694	903,527 8.79 255,304	986,131 8.80 278,976
	Open Pit Janine	126,212 3.10 12,579	0 0.00 0	126,212 3.10 12,579
	Vera North Upper		124,600 2.63 10,500	124,600 2.63 10,500
	Nancy North		175,500 3.26 18,400	175,500 3.26 18,400
	Sub-Total Open Pit	126,212 3.10 12,579	300,100 3.00 28,900	426,312 3.03 41,479
	Sub-Total Pajingo	208,816 5.40 36,273	1,203,627 7.34 284,204	1,412,443 7.06 320,485
	Pajingo Reserves 36,483 6.59 7,724	466,151 4.88 73,072		502,634 5.00 80,797
	Pajingo Rsc+Rsv 36,483 6.58 7,724	674,967 5.04 109,345	1,203,627 7.34 284,204	1,915,077 6.52 401,282

Twin Hills Mineral Resources (as at 30 June 2010)

M d easure	I di t d n ca e	I f d n erre	T t l o a
Tonnes Au (g/t) Au (oz)	Tonnes Au (g/t) Au (oz)	Tonnes Au (g/t) Au (oz)	Tonnes Au (g/t) Au (oz)
309 Deposit Open Pit	1,639,000 2.40 126,000	166,000 1.40 7,000	1,805,000 2.30 133,000
309 Deposit Underground	269,000 3.90 34,000	650,000 3.90 82,000	919,000 3.90 116,000
Lone Sister 540,000 4.10 71,000	280,000 3.40 31,000	200,000 2.80 18,000	1,020,000 3.70 120,000
Sub-Total Twin Hills 540,000 4.09 71,000	2,188,000 2.70 191,000	1,016,000 3.3 107,000	3,744,000 3.07 369,000

Mt Carlton (Silver Hill) Mineral Resources as a( t September 2009)

Measured	Indicated	Inferred	Total
Tonnes Grade Contained Metal	Tonnes Grade Contained Metal	Tonnes Grade Contained Metal	Tonnes Grade Contained Metal
Gold 11,100,000 1.72 610,000	13,200,000 1.60 679,000	1,500,000 1.67 79,000	25,700,000 1.65 1,368,000
Silver 70.00 24,764,000	25.00 10,474,000	30.00 1,417,000	44.00 733,100
Copper 0.32 35,600	0.25 32,700	0.20 2,900	0.28 498,900
G old Equivalent 11,100,000 3.82 1,362,600	13,200,000 2.65 1,122,700	1,500,000 2.71 130,500	25,700,000 3.14 2,600,000

Note: Gold equivalency calculated based on copper price of $3.50/lb, silver price of $22/oz, and gold price of $1,100/lb

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Conquest Ore Reserve statement

	Pajingo Ore Reserves (as at 30 June 2010) Proved Probable Total	Pajingo Ore Reserves (as at 30 June 2010) Proved Probable Total	Pajingo Ore Reserves (as at 30 June 2010) Proved Probable Total	Pajingo Ore Reserves (as at 30 June 2010) Proved Probable Total	Pajingo Ore Reserves (as at 30 June 2010) Proved Probable Total
		Proved	Probable	Total
		T A ( /t) A ( ) onnes u g u oz	T A ( /t) A ( ) onnes u g u oz	T A ( /t) A ( ) onnes u g u oz
	Underground Bell Vein		36,024 10.07 11,662	36,024 10.07 11,662
	Jandam		72,963 6.08 14,225	72,963 6.08 14,255
	Vera South	17,020 8.64 4,727		17,020 8.64 4,727
	Vera Sth Deeps	19,463 4.79 2,997	13,758 5.51 2,437	33,221 5.09 5,434
	Vera South Vein 3		48,753 5.63 8,829	48,753 5.63 8,829
	Veracity		47,546 5.47 8,365	47,546 5.47 8,365
	Cindy		17,107 5.68 3,122	17,107 5.47 3,122
	Sub-Total	36,483 6.59 7,724	236,151 6.41 48,670	272,634 6.43 56,395
	Open Pit Janet A		100,000 3.30 10,610	100,000 3.30 10,610
	Venue		130,000 3.30 13,793	130,000 3.30 13,793
	Sub-Total		230,000 3.3 24,402	230,000 3.30 24,402
	TOTAL PAJINGO	36,483 6.59 7,724	466,151 4.88 73,072	502,634 5.00 80,797

	Mt Carlton Ore Reserves (as at December 2010) Proved Probable Total	Mt Carlton Ore Reserves (as at December 2010) Proved Probable Total	Mt Carlton Ore Reserves (as at December 2010) Proved Probable Total	Mt Carlton Ore Reserves (as at December 2010) Proved Probable Total	Mt Carlton Ore Reserves (as at December 2010) Proved Probable Total
	Proved		Probable	Total
	Tonnes Grade Contained Metal		Tonnes Grade Contained Metal	Tonnes Grade Contained Metal
	A39 Gold	469,300 - -	300 - -	469,600 - -
	Silver	553 8,338,000	352 4,000	552 8,342,000
	Copper	0.64 3,000	0.41 0	0.64 3,000
	Gold Equivalent	469,300 11.06 166,900	300 7.04 100	469,600 11.04 166,700
		5,148,300 2.90 479,000	4,120,900 2.51 333,000	9,269,200 2.73 812,000
	V2 Gold
	Silver	36.00 5,996,000	23.00 3,007,000	30.00 9,004,000
	Copper	0.40 21,000	0.26 11,000	0.34 31,000
	Gold Equivalent	5,148,300 3.99 660,800	4,120,900 3.21 425,900	9,269,200 3.65 1,090,000
	TOTAL MT CARLTON	827,700	426,000	1,256,700

Note: Gold equivalency calculated based on copper price of $3.50/lb, silver price of $22/oz, and gold price of $1,100/lb

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Conquest competent person statement

• Information in this presentation that relates to Mt Carlton Ore Reserves is based on and accurately reflects information compiled by Mr John Wyche who is a full-time employee of Australian Mine Design and Development Pty Limited and a member of the Australasian Institute of Mining and Metallurgy . Mr Wyche 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 (the JORC Code). Mr Wyche consents to the inclusion in this report of the matters based on his information in the form and context in which it appears

• Information in this p resentation that relates to Mt Carlton Mineral Resources is based on and accuratel y reflects information reviewed b y Mr David Hewitt B Appl Sc (Geology), MSc, MAIG who is a full time employee of Conquest. Mr Hewitt has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Hewitt consents to the inclusion in this report of the matters based on his information in the form and context in which it appears

• Information in this presentation that relates to Pajingo Mineral Resources and Ore Reserves is based on and accurately reflects information reviewed by Mr Tim Benfield, MAusIMM, who is a full time employee of Conquest. Mr Benfield has sufficient experience which is relevant to the style of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Benfield consents to the inclusion in the report of the matters based on his information in the form and context in which it appears

• Information in this presentation that relates to Twin Hills Mineral Resources is based on information reviewed by Peter Brown, MAusIMM, who is a full time employee of Conquest. Mr Brown has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Brown consents to the inclusion in the report of the matters based on his information in the form and context in which it a pp ears

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Cracow Mineral Resources and Ore Reserves as at 31 March 2011 (70%)

	Mineral Resources by Deposit Measured Indicated Inferred Total	Mineral Resources by Deposit Measured Indicated Inferred Total	Mineral Resources by Deposit Measured Indicated Inferred Total	Mineral Resources by Deposit Measured Indicated Inferred Total	Mineral Resources by Deposit Measured Indicated Inferred Total
	Measured	Indicated	Inferred	Total
	Dry tonnes (kt) Grade Au (g/t) Cont. Metal Au (koz)	Dry tonnes (kt) Grade Au (g/t) Cont. Metal Au (koz)	Dry tonnes (kt) Grade Au (g/t) Cont. Metal Au (koz)	Dry tonnes (kt) Grade Au (g/t) Cont. Metal Au (koz)
	Royal 28 13.2 12		60 6.7 13	88 8.8 25
	Crown 57 10.0 19		263 5.0 43	320 5.9 61
	Klondyke North 1 8.0 0	130 5.7 24	132 4.2 18	263 4.9 42
	Sovereign 108 7.4 26	87 5.0 14	272 3.8 34	466 4.9 74
	Kilk 35 127 14	151 74 36	831 59 158	1016 64 207
	enny .	.	.	, .
	Tipperary	220 6.8 48	124 5.9 24	344 6.5 71
	Empire		297 6.5 62	297 6.5 62
	Roses Pride	36 14.6 17	293 6.0 57	329 7.0 74
	Phoenix 6 15.9 3	101 12.0 39	1 7.3 0	107 12.2 42
	Stockpiles 27 4.0 4			27 4.0 4
	Total 263 9.1 77	722 7.6 177	2,272 5.6 407	3,256 6.3 661

The Mineral Resources have been reported above a cut-off grade of 2.5g/t Au. This is the marginal low grade cut-off that covers all operating costs excluding mining fixed costs, and is based on a $900/oz USD gold price and 0.75 USD:AUD exchange rate. No economic consideration was attributed to silver.

Ore Reserves by Deposit

	Ore Reserves by Deposit
	Proved Probable Total
	Dry tonnes (kt) Grade Au (g/t) Cont. Metal Au (koz) Dry tonnes (kt) Grade Au (g/t) Cont. Metal Au (koz) Dry tonnes (kt) Grade Au (g/t) Cont. Metal Au (koz)
	Rl 32 105 11 32 105 11
	oya . .
	Crown 38 9.0 11 10 11.8 4 48 9.5 15
	Klondyke 21 5.2 4 21 5.2 4
	Sovereign 96 7.0 22 34 5.0 6 131 6.5 27
	Kilkenny 38 9.6 12 162 5.9 31 200 6.6 43
	Roses Pride 53 9.0 15 53 9.0 15
	Phoenix 7 15.4 4 84 10.2 27 92 10.6 32
	Tipperary 228 5.6 41 228 5.6 41
	Stockpiles 27 4.0 4 27 4.0 4
	TOTAL 239 8.1 62 592 6.7 127 831 7.1 190

The Cracow Ore Reserve is comprised of the Royal, Crown, Klondyke North, Sovereign, Kilkenny, Roses Pride, Phoenix and Tipperary Shoots. The Ore Reserve has been reported above a cut-off grade of 2.5g/t Au. This is the marginal cut-off grade that covers all operating costs excluding mining fixed costs, and is based on a $850/oz USD gold price and 0.75 USD:AUD exchange rate. No economic consideration was attributed to silver.

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Mt Rawdon Mineral Resources and Ore Reserves June 2011

	Ore Reserves Tonnes (mt) Grade (Au g/t) Contained oz (Au Moz)	Grade (Ag g/t) Contained oz (Ag Moz)
	Proved 0.2 0.91 0.0	2.1 0.0
	Probable 31.2 0.89 0.9	2.5 2.5
	Subtotal 31.4 0.89 0.9	2.5 2.5
	Stockpile (proved) - - -	- -
	Total Ore Reserves 31.4 0.89 0.9	2.5 2.5
	Mineral Resources
	Measured - - -	- -
	Indicated 37.2 0.85 1.0	2.4 2.9
	Inferred 0.2 0.63 0.0	2.0 0.0
	Total Mineral Resources 37.4 0.85 1.0	2.4 2.9

Mineral Resources have been re p orted above a cut-off g rade of 0.38 g /t Au. This is the mar g inal low g rade cut-off that covers all o p eratin g costs excluding mining fixed costs, and is based on a $900/oz USD gold price and 0.75 USD:AUD exchange rate.

Ore Reserves have been reported above a cut-off grade of 0.4g/t Au. This is the marginal low grade cut-off that covers all operating costs excluding mining fixed costs, and is based on a $850/oz USD gold price, $13.50/oz USD silver price and 0.75 USD:AUD exchange rate.

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Newcrest competent person statement

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 de p osit under consideration and to the activit y which he is undertakin g to q ualif y as a Com p etent 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 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. Newcrest gives Catalpa Resources Limited consent to use this estimate for reporting purposes.

Information in this presentation that relates to Mt Rawdon Mineral Resources and Ore Reserves is based on information reviewed by Tim Murphy, MAusIMM, who is a full time employee of Newcrest . Mr Murphy has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Murphy consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

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