EVOLUTION MINING LIMITED - M&A Activity 2011

Scheme Booklet Supplement

For a proposed merger of equals between Conquest Mining Limited and Catalpa Resources Limited by way of scheme of arrangement.

this Scheme Booklet Supplement contains a copy of the Independent expert’s Report and the transaction Implementation Deed

If, after reading this Scheme Booklet Supplement, you have any questions about the Transaction, please call the Conquest transaction information line on 1300 047 569 (within Australia) or +61 3 9415 4242 (outside Australia) at any time between 9.00am and 5.00pm on Monday to Friday.

If you have sold all of your Conquest Shares, please disregard this document.

financial adviser legal adviser

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Conquest Mining Limited ACN 009 232 277

ImpoRtant notIceS

PurPose of this scheme Booklet suPPlemeNt

This Scheme Booklet Supplement provides Conquest Shareholders with additional information about the Transaction.

This additional information is in addition to the Scheme Booklet dated 13 September 2011.

You should read the Scheme Booklet carefully and in its entirety before making a decision on how to vote on the Resolutions.

Privacy aNd PersoNal iNformatioN

Conquest and Catalpa, and their respective registries and agents, may need to collect personal information to implement the Transaction. The personal information may include the names, contact details, bank account details and other details of Conquest Shareholders, as well as the names and contact details of individuals appointed by Conquest Shareholders as proxies, attorneys or corporate representatives to attend and vote at the Meetings.

Conquest Shareholders who are individuals and other individuals in respect of whom personal information is collected have certain rights to access the personal information collected about them. An individual who wishes to exercise any of these rights should contact the Conquest Registry on 1300 554 474 (from within Australia) or +61 2 8280 7761 (from outside Australia).

The personal information described above may be disclosed to Conquest’s and Catalpa’s registries and stock transfer agents, securities brokers and third party service providers (including print and mail service providers). Personal information may also be used to contact Conquest Shareholders in relation to the Transaction.

refereNces to time

Unless expressly stated otherwise, all references in this Scheme Booklet Supplement to time relate to the time in Sydney, New South Wales, Australia.

refereNces to curreNcy

Unless expressly stated otherwise, all references in this Scheme Booklet Supplement to “$”, “A$” or “AUD” are references to Australian currency, and all references to “US$” or “USD” are references to United States currency.

defiNed terms

Defined terms in this Scheme Booklet Supplement have the same meaning as in Section 13 of the Scheme Booklet.

traNsactioN iNformatioN liNe

If you have any questions about the Transaction, you may call the Conquest transaction information line on 1300 047 569 (within Australia) or +61 3 9415 4242 (outside Australia) at any time between 9.00am and 5.00pm on Monday to Friday.

date

This Scheme Booklet Supplement is dated 13 September 2011.

SCHEME BOOKLET

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AMC Consultants Pty Ltd

ABN 58 008 129 164

Level 12, 179 North Quay BRISBANE QLD 4000 T +61 7 3839 0099 F +61 7 3839 0077 E [email protected]

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12 September 2011

The Directors Grant Samuel & Associates Pty Ltd Level 6, 1 Collins Street MELBOURNE VIC 3000

Dear Sirs

CONQUEST MINING LIMITED AND CATALPA RESOURCES LIMITED

TECHNICAL SPECIALISTS REPORT

On 15 June 2011 Catalpa Resources Limited (Catalpa) and Conquest Mining Limited (Conquest) announced that they have entered into a binding transaction agreement between Catalpa and Conquest (the Merged Entity). In a separate and interconditional transaction, the Merged Entity will concurrently purchase Newcrest Mining Limited’s (Newcrest) interests in the Cracow and Mt Rawdon gold mines.

Scope of the Report

The Directors of Catalpa and Conquest commissioned Grant Samuel & Associates Pty Ltd (Grant Samuel) to prepare an independent expert report concerning the value of the mineral assets of both companies, plus two mineral assets owned by Newcrest. At the request of Grant Samuel, in its role as independent expert, Catalpa and Conquest have jointly engaged AMC Consultants Pty Ltd (AMC) as a specialist to advise Grant Samuel on certain technical matters relating to the proposed transaction and purchase of Newcrest’s assets, in particular, to provide Grant Samuel with:

Schedules of prospective production and capital and operating costs that AMC believes are based on reasonable grounds in accordance with Australian Securities and Investment Commission Regulatory Guidelines 170 (RG170).
A technical specialists report (Report) including a description of the mineral assets and their planned development, conclusions as to the reasonableness of the mineral resource, and ore reserve estimates reported by Catalpa, Conquest and

ADELAIDE BRISBANE MELBOURNE PERTH UNITED KINGDOM VANCOUVER +61 8 8201 1800 +61 7 3839 0099 +61 3 8601 3300 +61 8 6330 1100 +44 1628 778 256 +1 604 669 0044 www.amcconsultants.com.au

SCHEME BOOKLET 117

CONQUEST MINING & CATALPA RESOURCES Project Fort Knox

Newcrest and the extent to which they have been reported in accordance with the JORC[1] Code.

A valuation of the exploration properties that are remote from or are not included in the production schedules for the existing operations and development projects that AMC has provided to Grant Samuel.

Reporting

During preparation of its Report, AMC visited each operating mine and project site, and reviewed material technical reports and management information. AMC has held discussions with management and technical staff on the various sites.

AMC has prepared the attached Report in the following form:

Section 1. Introduction.

Section 2. Description of the Edna May Gold Mine.

Section 3. Description of the Pajingo Gold Mine.

Section 4. Description of the Mt Rawdon Gold Mine.

Section 5. Description of the Cracow Gold Mine.

Section 6. Description of the Mt Carlton Project.

Section 7. Valuation of exploration assets.

Section 8. Sources of Information.

Section 9. Qualifications.

AMC has prepared schedules of prospective production and capital and operating costs as valuation inputs for use by Grant Samuel (modelling scenarios). AMC has modelled two scenarios for each operation with the exception of Mt Rawdon gold mine where a single scenario has been modelled. Summaries of the detailed production and cost schedules provided to Grant Samuel are included in the Report.

AMC’s modelling scenarios (Cases) have been developed from detailed information provided by the owners of each asset. Case 1 scenarios are generally based on operating plans and approved expansions for mining known reserves and some resources, which AMC reasonably expects will be converted to reserves with further drilling and evaluation work. In general, AMC expects a greater than 75% probability of achieving or exceeding its Case 1 modelling scenarios.

Case 2 scenarios may include more aggressive operating parameters and expected conversion of resources to reserves. AMC considers its Case 2 scenarios to be

1 Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, The JORC Code 2004 Edition, Effective December 2004, Prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia (JORC).

311058 Technical Specialist Report FINAL

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CONQUEST MINING & CATALPA RESOURCES Project Fort Knox

optimistic but not unreasonable given favourable conditions. AMC believes the modelling scenarios are based on reasonable grounds in accordance with Australian Securities and Investment Commission, Regulatory Guide 170 (RG170).

The cost forecasts included in the modelling scenarios have been prepared in real terms. AMC has not made any assumptions in regard to forward inflationary factors. The modelling scenarios are based on ore reserves and mineral resources as at 30 June 2011.

Excluded from AMC’s scope are consideration of commodity prices, exchange rates, financing and taxation issues. AMC understands that these matters have been addressed by Grant Samuel in its Independent Expert’s Report.

AMC has received legal advice regarding the status of tenements underlying the mineral assets involved in the transactions, except for the Twin Hills tenements that form part of Conquest’s exploration assets; and this advice confirms that the tenements are in good standing in all material aspects. AMC does not believe that the Twin Hills tenements are material within the overall context of the transactions.

In preparing the Report, AMC has relied on information provided by Catalpa and Conquest, and AMC has no reason to believe that information is materially misleading or incomplete or contains any material errors. Catalpa and Conquest have been provided with drafts of the Report to enable correction of any factual errors and notation of any material omissions. The views, statements, opinions and conclusions expressed by AMC are based on the assumption that all data provided to it by Catalpa and Conquest is complete, factual and correct to the best of Catalpa and Conquest’s knowledge.

AMC has not audited the information provided to it, but has aimed to satisfy itself that all of the information has been prepared in accordance with proper industry standards and is based on data that AMC considers to be of acceptable quality and reliability. Where AMC has not been satisfied, it has included comment in the Report and where necessary adjusted the estimates and forecasts provided by AMC to Grant Samuel.

AMC's use, in the Report, of the terms mineral resources and ore reserves are in accordance with the JORC Code. The mineral resource and ore reserve estimates presented as tables in the Report are a reproduction of those reported by Catalpa, Conquest and Newcrest in its Australian Securities Exchange (ASX) Releases, except that AMC has reformatted the tables for consistency with the style of the Report and applied rounding adjustments and totals to some of the tables where it considers this necessary for clarity. In all cases, the mineral resources shown in the tables include mineral resources that have been converted to ore reserves.

AMC has not performed, nor does it accept the responsibilities of a Competent Person as defined by the JORC Code in respect to the mineral resources and ore reserves estimates presented in the Report, except for certain Pajingo resources performed independently of this review. AMC personnel, not involved in the preparation of this report, undertook some of the Pajingo mineral resource estimates, including the role of Competent Person for those estimates.

311058 Technical Specialist Report FINAL

iii

SCHEME BOOKLET 119

CONQUEST MINING & CATALPA RESOURCES Project Fort Knox

To a limited extent, AMC’s projections and assessments have taken into account confidential information which, in accordance with ASIC policy and the VALMIN[2] Code, has not been detailed in this report.

AMC has given its consent for this report to be appended to Grant Samuel’s Expert Report and to be included in a Scheme Booklet for Conquest and an Explanatory Memorandum for Catalpa, and has not withdrawn that consent before their lodgement with the Australian Securities and Investments Commission. Neither this report nor any part of it may be used for any other purpose without written consent from AMC.

This report and the conclusions in it are effective at 25 August 2011. Those conclusions may change in the future with changes in relevant commodity prices, exploration and other technical developments in regard to the projects and the market for mineral properties.

Production and costs are generally presented on a financial (July to June) basis and prefaced with the letters FY, all monetary figures are expressed in Australian Dollars ($) unless otherwise stated and costs are presented on a current cash cost basis.

Independence

AMC has completed assignments of a similar nature for Grant Samuel. AMC and its sub-consultants have also carried out technical consulting assignments for Conquest, Catalpa and Newcrest. In these assignments, AMC and its sub-consultants have acted as independent parties.

Neither AMC nor its sub-consultants have any business relationship with Grant Samuel, Conquest, Catalpa or Newcrest other than the carrying out of individual consulting assignments as engaged.

While some employees of AMC and its sub-consultants may have small direct or beneficial shareholdings in Conquest, Catalpa or Newcrest, neither AMC nor the contributors to this report nor members of their immediate families have any interests in Conquest, Catalpa or Newcrest that could be reasonably construed to affect their independence. AMC has no other pecuniary interest, association or employment relationship with Conquest, Catalpa, Newcrest or Grant Samuel.

AMC is being paid a fee according to its normal per diem rates and out-of-pocket expenses in the preparation of this report. AMC’s fee is not contingent upon the outcome of the transaction subject to this report.

2 Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports, The VALMIN Code 2005 Edition, Prepared by The VALMIN Committee, a joint committee of the Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists and the Mineral industry Consultants Association with the participation of the Australian Securities and Investment Commission, the Australian Stock Exchange Limited, the Minerals Council of Australia, the Petroleum Exploration Society of Australia, the Securities Association of Australia and representatives from the Australian finance sector.

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Compliance

AMC is of the opinion that this report complies with all mandatory requirements of the VALMIN Code. It is the only report issued by AMC in respect of the assignment.

Conquest and Catalpa and Newcrest have provided AMC with confirmation of its compliance with the obligations of the Commissioning Entity under the VALMIN Code including that to the best of their knowledge complete, accurate and true disclosure of all relevant material information has been made to AMC and that AMC’s independence has been respected.

Conquest and Catalpa have provided AMC with indemnities in regard to damages, losses and liabilities related to or arising out of our reliance on information provided by the commissioning entity or from extensions of workload arising as a result of this report.

The signatories to this report are corporate members of the AusIMM and bound by its Code of Ethics.

Yours sincerely

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M Dorricott FAusIMM (CP) Principal Mining Engineer

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M Thomas MAusIMM (CP) Director

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QUALITY CONTROL

The signing of this statement confirms this report has been prepared and checked in accordance with the AMC Peer Review Process. AMC’s Peer Review Policy can be viewed at www.amcconsultants.com.au.

Project Manager Mal Dorricott 12 September 2011 Signed Date Peer Reviewer Mike Thomas 12 September 2011 Signed Date

IMPORTANT INFORMATION ABOUT THIS REPORT Confidentiality

This document and its contents are confidential and may not be disclosed, copied, quoted or published unless AMC Consultants Pty Ltd (AMC) has given its prior written consent.

AMC accepts no liability for any loss or damage arising as a result of any person other than the named client acting in reliance on any information, opinion or advice contained in this document.

This document may not be relied upon by any person other than the client, its officers and employees.

Information

AMC accepts no liability and gives no warranty as to the accuracy or completeness of information provided to it by or on behalf of the client or its representatives and takes no account of matters that existed when the document was transmitted to the client but which were not known to AMC until subsequently.

Currency

This document supersedes any prior documents (whether interim or otherwise)

dealing with any matter that is the subject of this document.

Recommendations

AMC accepts no liability for any matters arising if any recommendations contained in this document are not carried out, or are partially carried out, without further advice being obtained from AMC.

Outstanding Fees

No person (including the client) is entitled to use or rely on this document and its contents at any time if any fees (or reimbursement of expenses) due to AMC by its client are outstanding. In those circumstances, AMC may require the return of all copies of this document.

Public Reporting Requirements

If a Client wishes to publish a mineral resource or ore / mineral reserve estimate prepared by AMC, it must first obtain the Competent / Qualified Person’s written consent, not only to the estimate being published but also to the form and context of the published statement. The published statement must include a statement that the Competent / Qualified Person’s written consent has been obtained.

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CONQUEST MINING & CATALPA RESOURCES
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CONTENTS
EXECUTIVE SUMMARY
1 INTRODUCTION ..................................................................................................... 1
2 EDNA MAY GOLD MINE (WA) ................................................................................ 3
2.1 Location and Background ............................................................................... 3
2.1.1 Location ............................................................................................ 3
2.1.2 Background ...................................................................................... 4
2.2 Geology .......................................................................................................... 5
2.3 Edna May Mineral Resource Estimate ........................................................... 6
2.3.1 Edna May and Golden Point Resource Estimation .......................... 6
2.3.1.1 Data Available ................................................................ 6
2.3.1.2 Resource Estimation ...................................................... 8
2.3.1.3 Resource Classification and Reporting .......................... 8
2.3.1.4 Conclusion ..................................................................... 9
2.3.2 Greenfinch Mineral Resource Estimate ............................................ 9
2.3.2.1 Data Available ................................................................ 9
2.3.2.2 Resource Estimation .................................................... 10
2.3.2.3 Resource Classification and Reporting ........................ 10
2.3.2.4 Conclusion ................................................................... 11
2.3.3 Edna May Underground Resource Estimate .................................. 11
2.3.3.1 Background .................................................................. 11
2.3.3.2 Data Available .............................................................. 11
2.3.3.3 Resource Estimation .................................................... 12
2.3.3.4 Resource Classification and Reporting ........................ 13
2.3.3.5 Conclusion ................................................................... 13
2.4 Exploration ................................................................................................... 13
2.5 Geotechnical and Hydrological Issues ......................................................... 14
2.5.1 Geotechnical ................................................................................... 14
2.5.2 Hydrology ....................................................................................... 14
2.5.3 Conclusion ...................................................................................... 15
2.6 Ore Reserves ............................................................................................... 15
2.6.1 Edna May Open Pit ........................................................................ 15
2.6.2 Greenfinch Open Pit ....................................................................... 16
2.6.3 Surface Stockpiles .......................................................................... 16
2.6.4 Conclusion ...................................................................................... 17
2.7 Mining Operations ........................................................................................ 17
2.7.1 Equipment ...................................................................................... 18
2.7.2 Mining Performance ....................................................................... 18
2.7.3 Voids............................................................................................... 19
2.7.4 Conclusion ...................................................................................... 19
2.8 Non-Reserve Inventory Sources .................................................................. 19
2.8.1 Underground ................................................................................... 19
2.8.2 Resource Conversion ..................................................................... 20
2.8.3 Exploration Success ....................................................................... 20
2.8.4 Tungsten ......................................................................................... 20
2.9 Metallurgy and Processing Operations ........................................................ 21
2.9.1 Process Plant Description .............................................................. 21
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2.9.2 Process Plant Performance ............................................................ 22
2.9.3 Metallurgy and Future Plant Performance ...................................... 24
2.9.3.1 Throughput ................................................................... 24
2.9.3.2 Recovery ...................................................................... 25
2.9.3.3 Tungsten Recovery ...................................................... 25
2.10 Waste Rock and Tailings Disposal ............................................................... 26
2.11 Infrastructure and Power .............................................................................. 26
2.11.1 Access ............................................................................................ 26
2.11.2 Water Supply .................................................................................. 26
2.11.3 Electricity ........................................................................................ 27
2.11.4 Accommodation .............................................................................. 27
2.12 Environmental and Community Issues ......................................................... 27
2.13 Capital and Operating Costs ........................................................................ 27
2.13.1 Capital Costs .................................................................................. 28
2.13.1.1 Exploration ................................................................... 28
2.13.1.2 Mining .......................................................................... 28
2.13.1.3 Processing ................................................................... 28
2.13.1.4 Closure ......................................................................... 28
2.13.1.5 Sustaining .................................................................... 28
2.13.2 Operating Costs .............................................................................. 28
2.14 Edna May Modelling Scenarios .................................................................... 29
2.15 Risks ............................................................................................................. 30
3 PAJINGO GOLD MINE (QLD) ............................................................................... 31
3.1 Location and Background ............................................................................. 31
3.2 Geology ........................................................................................................ 33
3.2.1 Regional Geology ........................................................................... 33
3.2.2 Local Geology ................................................................................. 33
3.2.3 Jandam Lode .................................................................................. 34
3.2.4 Veracity Lode .................................................................................. 34
3.2.5 Cindy Lode ..................................................................................... 35
3.2.6 Faith Lode ....................................................................................... 35
3.2.7 Sonia Lode ..................................................................................... 35
3.2.8 Zed Lode ........................................................................................ 35
3.2.9 Venue and Vera North .................................................................... 35
3.3 Pajingo Gold Mine Mineral Resource ........................................................... 35
3.3.1 Data Available ................................................................................ 36
3.3.2 Resource Estimation ...................................................................... 37
3.3.3 Resource Classification .................................................................. 37
3.3.4 Conclusion ...................................................................................... 38
3.4 Exploration and Resource Development ...................................................... 38
3.4.1 Resource Definition Adjacent to Known Mineralisation .................. 38
3.4.2 Near Mine Resource Development ................................................ 39
3.5 Ore Reserves ............................................................................................... 40
3.5.1 Conclusion ...................................................................................... 41
3.6 Mine Planning Inventory ............................................................................... 41
3.7 Mining Operations ........................................................................................ 43
3.8 Metallurgy and Processing Operations ........................................................ 44
3.8.1 Introduction ..................................................................................... 44
3.8.2 Historical Production ....................................................................... 45
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3.8.3 Gold Recovery ................................................................................ 46
3.8.4 Silver Recovery .............................................................................. 46
3.8.5 Production Scenarios ..................................................................... 46
3.9 Infrastructure and Power .............................................................................. 46
3.10 Environmental and Community Issues ......................................................... 46
3.10.1 Environmental Impact Studies and Management Plans ................. 46
3.10.2 Environmental Compliance ............................................................. 47
3.10.3 Project Infrastructure ...................................................................... 48
3.10.4 Waste Rock Dumps ........................................................................ 48
3.10.5 Tailings Storage Facilities ............................................................... 49
3.10.6 Environmental Management Practices and Reporting Procedures 49
3.11 Capital and Operating Costs ........................................................................ 50
3.11.1 Capital Costs .................................................................................. 50
3.11.2 Operating Costs .............................................................................. 50
3.12 Pajingo Modelling Scenarios ........................................................................ 51
3.13 Risks ............................................................................................................. 52
4 MT RAWDON GOLD MINE ................................................................................... 53
4.1 Location and Background ............................................................................. 53
4.2 Geology ........................................................................................................ 55
4.3 Mineral Resources and Ore Reserves ......................................................... 57
4.3.1 Data Available ................................................................................ 57
4.3.2 Resource Estimation ...................................................................... 58
4.3.3 Classification and Reporting ........................................................... 58
4.3.4 Conclusion ...................................................................................... 60
4.3.5 Potential for Additional Resources ................................................. 60
4.4 Ore Reserves ............................................................................................... 60
4.4.1 Conclusion ...................................................................................... 61
4.5 Mining Operations ........................................................................................ 61
4.6 Metallurgy and Processing Operations ........................................................ 63
4.6.1 Introduction ..................................................................................... 63
4.6.2 Historical Production ....................................................................... 63
4.6.3 Gold Recovery ................................................................................ 64
4.6.4 Future Production ........................................................................... 65
4.7 Waste Rock and Tailings Storage ................................................................ 65
4.8 Infrastructure and Power .............................................................................. 65
4.9 Environmental and Community Issues ......................................................... 65
4.9.1 Surface Water and Stream Sediments ........................................... 65
4.9.1.1 Groundwater Issues ..................................................... 66
4.9.1.2 Mount Perry Dam ......................................................... 66
4.9.2 Mine Closure and Rehabilitation Costs .......................................... 67
4.10 Capital and Operating Costs ........................................................................ 67
4.11 Mt Rawdon Modelling Scenarios .................................................................. 67
4.12 Risks ............................................................................................................. 68
5 CRACOW GOLD MINE (QLD) .............................................................................. 69
5.1 Location and Background ............................................................................. 69
5.2 Geology and Resources ............................................................................... 70
5.2.1 Leases and Tenure ......................................................................... 70
5.2.2 Geology and Exploration ................................................................ 70
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5.3 Mineral Resource Estimation ....................................................................... 74
5.3.1 Data Available ................................................................................ 74
5.3.2 Resource Estimation ...................................................................... 74
5.3.3 Classification and Reporting ........................................................... 76
5.3.4 Conclusion ...................................................................................... 76
5.3.5 Near Mine Exploration Targets ....................................................... 77
5.4 Ore Reserves and Mining Inventory ............................................................. 77
5.4.1 Conclusion ...................................................................................... 78
5.5 Mine Planning Inventory ............................................................................... 79
5.6 Mining Operations ........................................................................................ 79
5.6.1 Overview of Mining Operations ...................................................... 79
5.6.2 Mine Performance .......................................................................... 81
5.7 Metallurgy and Processing Operations ........................................................ 81
5.7.1 Historical Production ....................................................................... 82
5.7.2 Gold Recovery ................................................................................ 83
5.8 Infrastructure and Power .............................................................................. 83
5.9 Environmental and Community Issues ......................................................... 84
5.9.1 Environmental Impact Studies ........................................................ 84
5.9.2 Environmental Management Plans ................................................. 84
5.9.3 Permits and Licences ..................................................................... 85
5.9.4 Environmental Management Practices and Reporting Procedures 85
5.9.5 Indigenous and Community Relations ............................................ 85
5.9.6 Social Impact .................................................................................. 85
5.10 Capital and Operating Costs ........................................................................ 86
5.11 Cracow Modelling Scenarios ........................................................................ 86
5.12 Risks ............................................................................................................. 87
6 MT CARLTON GOLD PROJECT (QLD) ................................................................ 88
6.1 Location and Background ............................................................................. 88
6.2 Project Tenure .............................................................................................. 89
6.3 Geology ........................................................................................................ 89
6.4 Mt Carlton Mineral Resources ...................................................................... 90
6.4.1 Data Available ................................................................................ 90
6.4.2 Resource estimation ....................................................................... 91
6.4.3 Resource Classification and Reporting .......................................... 92
6.4.4 Conclusions .................................................................................... 92
6.5 Geotechnical Issues ..................................................................................... 93
6.6 Ore Reserves ............................................................................................... 93
6.6.1 Conclusion ...................................................................................... 94
6.7 Mining Operations ........................................................................................ 94
6.8 Metallurgy and Processing Operations ........................................................ 96
6.9 Waste Rock and Tailings Storage ................................................................ 97
6.10 Infrastructure and Power .............................................................................. 97
6.11 Environmental and Community Issues ......................................................... 98
6.12 Capital and Operating Costs ........................................................................ 99
6.12.1 Capital Cost .................................................................................... 99
6.12.2 Operating Cost ............................................................................. 100
6.13 Mount Carlton Modelling Scenarios ........................................................... 101
6.14 Risks ........................................................................................................... 102
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CONQUEST	CONQUEST	MINING & CATALPA RESOURCES
Project Fort		Knox
7	EXPLORATION PROPERTIES ........................................................................... 104
	7.1	Introduction ................................................................................................. 104
	7.2	Exploration Valuation Methods ................................................................... 104
	7.3	Edna May ................................................................................................... 106
		7.3.1 Status ........................................................................................... 106
		7.3.2 Valuation ....................................................................................... 106
	7.4	Pajingo ....................................................................................................... 106
		7.4.1 Status ........................................................................................... 106
		7.4.2 Valuation ....................................................................................... 107
	7.5	Mt Rawdon ................................................................................................. 108
		7.5.1 Status ........................................................................................... 108
		7.5.2 Valuation ....................................................................................... 108
	7.6	Cracow ....................................................................................................... 109
		7.6.1 Status ........................................................................................... 109
		7.6.2 Valuation ....................................................................................... 109
	7.7	Mt Carlton ................................................................................................... 109
		7.7.1 Status ........................................................................................... 109
		7.7.2 Valuation ....................................................................................... 110
	7.8	Twin Hills .................................................................................................... 110
		7.8.1 Project Description and History .................................................... 110
		7.8.2 Status ........................................................................................... 112
		7.8.3 Valuation ....................................................................................... 112
	7.9	North Queensland Regional Exploration .................................................... 113
		7.9.1 Description .................................................................................... 113
		7.9.2 Status ........................................................................................... 114
		7.9.3 Valuation ....................................................................................... 114
	7.10	Valuation Summary .................................................................................... 114
8	QUALIFICATIONS ............................................................................................... 115
9	REFERENCES .................................................................................................... 116

TABLES

		TABLES
Table	2.1	Edna May Gold Mine Mineral Resource at 30 June 2011 ......................... 6
Table	2.2	Edna May Ore Reserve at 30 June 2011 ................................................ 15
Table	2.3	Edna May Ore Reserve Input Parameters (December 2008) .................. 16
Table	2.4	2011 Actual Mining Tonnages ................................................................. 18
Table	2.5	Process Plant Performance ..................................................................... 23
Table	2.6	Total Operating Costs .............................................................................. 29
Table	2.7	Unit Operating Costs ............................................................................... 29
Table	2.8	Case 1 and Case 2 Mining Inventories for Edna May ............................. 30
Table	3.1	Exploration Permits and Mining Leases .................................................. 32
Table	3.2	Exploration Permits Under Application .................................................... 32
Table	3.3	Exploration Permits Proposed ................................................................. 32
Table	3.4	Mineral Resource for Pajingo at 30 June 2011 ........................................ 36
Table	3.5	Pajingo Ore Reserve at 30 June 2011 ..................................................... 41
Table	3.6	Non-Reserve Material at 30 June 2011 ................................................... 42
Table	3.7	Basis for Additional Mining Inventory at 30 June 2011 ............................ 43
Table	3.8	Mine Production FY2011 ......................................................................... 43

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Table 3.9 Historical and Forecast Mill Performance ................................................ 45 Table 3.10 Case 1 and Case 2 Mining Inventories for Pajingo .................................. 51 Table 4.1 Mt Rawdon Tenement Holding ................................................................ 55 Table 4.2 Mt Rawdon Mineral Resource at 30 June 2011 ....................................... 59 Table 4.3 Mt Rawdon Ore Reserve at 30 June 2011 .............................................. 61 Table 4.4 Mt Rawdon Historical Production and FY2012 Budget ............................ 64 Table 5.1 Cracow Mining Leases ............................................................................ 70 Table 5.2 CGM Mineral Resource at 30 June 2011 ................................................ 76 Table 5.3 CGM Ore Reserve at 30 June 2011 ........................................................ 78 Table 5.4 Mining Inventory at 31 March 2011 ......................................................... 79 Table 5.5 Historical Mine Production and Budget for FY2012 ................................. 81 Table 5.6 CGM Historical Production and Budget for FY2012 ................................ 83 Table 5.7 AMC Case 1 and Case 2 Mining Inventories for Cracow ........................ 87 Table 6.1 Summary of Mt Carlton Drilling (to September 2009) .............................. 90 Table 6.2 Mt Carlton Mineral Resource at 30 June 2011 ........................................ 92 Table 6.3 Mt Carlton Ore Reserve at 15 December 2010 ....................................... 93 Table 6.4 Summary of Production Schedule ........................................................... 96 Table 6.5 Capital Estimates ..................................................................................... 99 Table 6.6 Operating for the DFSOS ...................................................................... 100 Table 6.7 AMC Case 1 and Case 2 Mining Inventories for Mount Carlton ............ 102 Table 7.1 Selection of Relevant Transactions Providing Yardstick Values ........... 105 Table 7.2 Twin Hills Project Mineral Resources at 30 June 2011 ......................... 112 Table 7.3 Conquest North Queensland Exploration Tenements Status ................ 113 Table 7.4 Summary of Exploration Valuations ....................................................... 114

FIGURES

		FIGURES
Figure	2.1	Edna May Project Location Map ................................................................ 3
Figure	2.2	Simplified Geology of the Westonia Area .................................................. 5
Figure	2.3	Geology Plan at 1050 mRL Showing Interpreted Reefs and Halos ......... 12
Figure	2.4	Scheduled Mining Tonnages ................................................................... 17
Figure	2.5	Equipment Productivity ............................................................................ 19
Figure	2.6	Simplified Block Flowsheet ...................................................................... 22
Figure	2.7	Monthly Plant Operating Performance ..................................................... 23
Figure	3.1	Location of Pajingo Gold Mine ................................................................. 31
Figure	3.2	Spatial Locations of Main Deposits at Pajingo ......................................... 34
Figure	3.3	Near Mine Exploration Targeting Untested Areas ................................... 40
Figure	3.4	Open Pit Resource Potential Overview ................................................... 40
Figure	4.1	Location of Mt Rawdon Gold Mine ........................................................... 53
Figure	4.2	Mt Rawdon Tenements ............................................................................ 54
Figure	4.3	Generalised Geology in Plan ................................................................... 56
Figure	4.4	Generalised Cross-Section (Looking North) ............................................ 57
Figure	4.5	Pit Stage Sequence with Gold Grades .................................................... 63
Figure	5.1	Cracow Location ...................................................................................... 69
Figure	5.2	Relative Location of Cracow Mining Leases and EPM ............................ 71
Figure	5.3	Location of Deposits ................................................................................ 72
Figure	6.1	Mt Carlton Location Plan ......................................................................... 88
Figure	7.1	Pajingo Resources and Reserves History ............................................. 107
Figure	7.2	Twin Hills Project Location ..................................................................... 111

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APPENDICES

APPENDIX A ABBREVIATIONS

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Distribution list:

1 copy to Mr Stephen Cooper, Grant Samuel Australia 1 copy to Mr Aaron Colleran, Conquest Mining Ltd 1 copy to Mr Adrian Pelliccia, Catalpa Resources Ltd 1 copy to Mr Brian Kinsella, Newcrest Mining Limited 1 copy to AMC Brisbane & Perth offices

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1 INTRODUCTION

This Report should be read together with the covering letter to the Directors of Grant Samuel & Associates Limited (Grant Samuel) dated 18 August 2011. The covering letter sets out the purpose and scope of the report together with essential background information.

The Report provides a description of each of the assets of Catalpa Resources Limited (Catalpa), Conquest Mining Limited (Conquest), and of the Cracow and Mt Rawdon gold mines. It also provides modelling scenarios for each operating mine and non-producing project, and provides estimates of the value of the exploration interests. The assets considered by the Report are as follows:

The Edna May Gold Mine , 100% owned by Catalpa is located in the eastern part of the Central Wheat Belt of Western Australia, approximately 300 km east of Perth.
The Pajingo Gold Mine , 100% owned by Conquest is located 53 km south of Charters Towers in north Queensland.
The Mt Rawdon Gold Mine, 100% owned by Newcrest Mining Limited’s (Newcrest) is situated in southeast Queensland, approximately 80 km southwest of Bundaberg and 300 km north-northwest of Brisbane.
The Cracow Gold Mine , owned 70% by Newcrest and 30% by Catalpa is located approximately 100 km south of Biloela, southeast Queensland.
The Mt Carlton Project 100% owned by Conquest is located 150 km south of Townsville in the Charters Towers Mining Region of north Queensland.

The following aspects of each operation and project have been reviewed:

a) Geology and Resources.
b) Geotechnical Issues.
c) Ore Reserves.
d) Mining Operations.
e) Metallurgy and Processing Operations.
f) Waste Rock and Tailings Storage.
g) Environmental Issues.
h) Capital and Operating Costs.

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When valuing exploration interests, AMC has considered methods commonly used in Australia to value exploration projects. These methods are discussed in the Report. The VALMIN Code defines a Technical Value as an assessment of future net economic benefit and a Fair Market Value as one which adds to or subtracts from a Technical Value a premium or discount relating to market, strategic or other considerations. AMC's values of exploration assets are Technical Values.

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2 EDNA MAY GOLD MINE (WA)

2.1 Location and Background

2.1.1 Location

The Edna May Gold Mine is located in the eastern part of the Central Wheat Belt of Western Australia, approximately 300 km east of Perth.

Access from Perth is gained via the Great Eastern Highway to the settlement of Carrabin, 40 km east of Merredin, and thence by 10 km of sealed road north to the township of Westonia. Westonia has a population of about 80 and serves as the administrative centre for the surrounding Westonia Shire. The Edna May project location is shown in Figure 2.1.

The project area features flat to gently undulating terrain and averages about 340 m above sea level.

The area has a Mediterranean climate with hot dry summers and cool moist winters. Rainfall averages 328 mm per year.

The dominant land use is broad-acre dry-land cropping of wheat. Much of the original vegetation has been cleared for agriculture. Remnant vegetation comprises mallee eucalypt and acacia woodland.

Figure 2.1 Edna May Project Location Map

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2.1.2 Background

Mining at Edna May has occurred in four phases.

Gold was discovered at Edna May in 1911. Several mining companies worked the field, with the main Edna May Reef mined to a depth of 245m below surface (mbs) and other reefs to about 130 mbs, before ore depletion in the smaller leases, de-watering difficulties and manpower shortages following World War 1 forced the closure of all operations by 1922.

The old leases were amalgamated in 1935 by Westonia Amalgamated Mining Company Limited (WA). Underground mining was undertaken from 1935 until 1947, with annual ore production ranging from 11,000 to 17,000 tpa at average grades of 11 g/t Au to 16 g/t Au. Mining continued throughout World War 2 despite manpower and equipment shortages in part due to the subsidised production of tungsten to aid the war effort. Mining was concentrated on reefs other than the Edna May Reef, with mining reaching down to 180 mbs. The mine was closed in 1947 due to the collapse of metal prices after World War 2.

Production from the first two phases was estimated at 575,000 t at a recovered grade of 19.5 g/t Au for approximately 360,000 oz.

In 1984, Australian Consolidated Minerals Limited (ACM) entered into an option to purchase agreement over the Edna May area. Following an intensive drilling programme ACM completed a feasibility study that outlined an ore reserve containing 213,666 oz based on open pit mining of predominantly oxide material.

Construction began in September 1985, with first gold poured in April 1986.

The underground potential was tested via a surface drilling campaign which provided sufficient encouragement to commence underground decline development in 1988. The decline reached 260 mbs, providing a platform for diamond drilling. However, underground mining was stopped in early 1990 due to a variety of reasons including change of ownership, poor geological understanding and depletion of open pit reserves.

Following completion of the open pit and treatment of low grade stockpiles, the mine was closed in 1991, the site rehabilitated and the process plant sold. Total production by ACM was 274,500 oz.

Catalpa acquired the Edna May project in 1994. Between 1994 and 2004 Catalpa undertook extensive drilling programmes, technical design, and environmental studies resulting in completion of a feasibility study in 2004. The feasibility study outlined a 90,000 ozpa project with a seven year mine life and capital cost of $46M. The project did not proceed based on this study due to the low gold price.

In December 2008, an updated feasibility study was completed that outlined a project containing an ore reserve of 19.1 Mt, grading 1.2 g/t Au and containing 738,000 oz at a $1,025/oz gold price and cut-off grade of 0.5 g/t Au. The ore would be processed at an initial rate of 2.8 Mtpa, increasing to 3.2 Mtpa after two years using a

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refurbished and upgraded process plant. The mine life was scheduled at seven years producing 675,000 oz of gold.

Mining and plant construction commenced in late 2009, with first gold produced in April 2010.

2.2 Geology

The Edna May and Greenfinch gold deposits are hosted by quartz-feldspar-biotite gneiss (the Edna May Gneiss) that forms part of the Westonia greenstone belt in the Archaean Yilgarn Craton. The gneiss forms an irregular body over about 1,400 m strike and averaging about 100m thick as shown in Figure 2.2. The body of gneiss dips to the north at about 50° and is in contact to the south with mafic amphibolite and to the north with ultramafic amphibolite.

Figure 2.2 Simplified Geology of the Westonia Area

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Historic mining and underground development in the 1980s targeted high-grade arcuate quartz-sulphide veins that form splays from a footwall shear zone. Seven prominent veins were mined. Larger tonnage and lower grade gold mineralisation comprises swarms of thin sheeted quartz veins throughout the gneiss that mainly follow the gneissic foliation, but can cross cut to form stockworks. Gold can also be associated with alteration selvedges consisting of diopside, amphibole, biotite, and silica with minor associated sulphide minerals. Individual veins are generally less than 5 cm thick but locally can be up to several metres wide. Veining tends to be better developed in the footwall half of the Edna May Gneiss around the reefs.

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Post-mineralisation pegmatite dykes intrude the gneiss, stoping out parts of the mineralised gneiss. A younger series of microgranite dykes also post-date mineralisation and metamorphism. The dykes are generally sub-horizontal.

Total oxidation occurs from about 30 mbs in the western part of the potential open pit area and up to 60 mbs in the east. The top of fresh rock occurs at about 50 mbs in the west and 60 mbs to 70 mbs in the east.

Mining in the 1980s removed much of the oxide mineralisation.

Gold mineralisation at Greenfinch is contained within the western continuation of the Edna May Gneiss, slightly offset by a series of north to north-northwest trending faults. The gneiss is 80 m thick and is locally cut by a series of flat to moderately dipping leucogranite dykes that are barren of gold and generally less than 10 m thick. No modern mining has occurred at Greenfinch but there are small scale historical underground workings.

The Golden Point Gneiss is a separate body of gneiss in the footwall to the Edna May Gneiss. Mineralisation in the Golden Point Gneiss did not form part of the mineral resource at the time of the restart of mining operations, but drilling since 2008 has indicated that this mineralisation can be mined as part of the Edna May pit. The mineralisation forms part of the Edna May open pit resource estimate.

2.3 Edna May Mineral Resource Estimate

Mineral resources for the Edna May Gold Mine reported at 30 June 2011 are listed in Table 2.1. The mineral resources are inclusive of ore reserves. Edna May and Golden Point, and Greenfinch open pit resource estimates have been reported at a 0.4 g/t Au cut-off. The Edna May underground resource estimate has been reported at a 3 g/t Au cut-off.

Table 2.1 Edna May Gold Mine Mineral Resource at 30 June 2011

	Measured Resource	Measured Resource	Indicated Resource	Indicated Resource	Inferred Resource	Inferred Resource	Total Resource	Total Resource
	Tonnes (Mt)	Au (g/t)	Tonnes (Mt)	Au (g/t)	Tonnes (Mt)	Au (g/t)	Tonnes (Mt)	Au (g/t)
Edna May & Golden Point Greenfinch Edna May Underground Stockpiles	19.7 0.9 – –	1.0 1.1 – –	15.5 2.5 0.4 2.2	1.0 1.0 7.3 0.5	10.0 0.6 0.3 –	0.9 1.2 7.6 –	45.2 4.0 0.7 2.2	1.0 1.0 7.4 0.5
Total	20.6	1.0	20.6	1.1	10.9	1.1	52.1	1.1

2.3.1 Edna May and Golden Point Resource Estimation

2.3.1.1 Data Available

Drilling has been carried out in many campaigns and has consisted of rotary air blast (RAB), reverse circulation (RC) and diamond drillholes (DDH). RAB drillholes have not been used for resource estimation. The area covered by the

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mineral resource estimate has been drilled to between 25 mE x 12.5 mN and 25 mE x 25 mN spacing to about 90 m below surface which is approximately the level of the 1980s open pit. Drilling from surface and from underground in the 1980s was augmented by subsequent RC and DDH drilling since 2003. Drill coverage beneath the 1980s pit varies with depth but approximates 30 m x 30 m spacing.

Subsequent to the 2006 resource estimate, drilling has been completed:

Beneath the planned open pit to increase confidence in resource estimation from inferred resource to indicated resource classification.
To drill the Golden Point mineralisation for inclusion in the open pit resource estimate.
To test the Edna May Gneiss and higher-grade quartz reefs at depth with deep diamond drillholes.

All DDH and most RC drillholes have been surveyed downhole, and drillhole collars have been surveyed with conventional surveying and GPS.

Surface topography is based on photogrammetry and incorporates the 1980s open pit.

Assaying of drillhole samples for gold has been conducted using various methods over time, including:

50 g charge fire assay.
Mixed acid digest with Inductively Coupled Plasma Optical Emission Spectrometer (ICPOES).
2 kg bottle roll cyanide leach.
1 kg accelerated cyanide leach.
Pulverise and leach (PAL).
Screen fire assay.

No independent sample quality control data are available for drilling undertaken prior to 1994. A data review in 2006 examined different drillhole sample types and assay types comparing older data with more recently obtained data. The comparison was acceptable with older data possibly under-representing true grades.

A common industry assay protocol was not used in drilling up to 2006, but routine laboratory quality control data are available. Although there is considerable scatter in the results for assays of standards, there is no evident overall bias. Correlation between repeat analyses is high and there is no bias to higher or lower grade in either of the data sets.

Drilling since 2006 has been supported by a common industry assay quality control protocol involving certified reference materials, repeat assays and blanks. The results of these protocols are generally acceptable, with an indication that the accelerated cyanide leach method for routine assaying under-calls grades of certified reference materials.

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Comparison of cyanide leach to fire assays shows good correlation between 0.5 g/t Au and 1.0 g/t Au with cyanide leach indicating slightly higher grades below 0.5 g/t Au and fire assays slightly higher above 1.0 g/t Au.

Mineralisation and waste bulk densities have been applied to the mineral resource estimate based on determination of bulk densities using the Archimedes method as follows:

Wash material 2 t/m[3] .
Oxide material 1.8 t/m[3] .
Transition 2.4 t/m[3] .
Fresh rock 2.7 t/m[3] .

Catalpa has identified tungsten as scheelite in tailings from the Edna May process plant and has been conducting studies for plant modification that might lead to recovery of a tungsten-bearing concentrate and concomitant enhanced gold recovery. The drillhole data include some tungsten assays, and Catalpa has been sampling the tailings stream from the plant to determine an average tungsten grade. The mineral resource estimate does not include an estimated grade for tungsten.

2.3.1.2 Resource Estimation

The Edna May resource estimate was updated in May 2010 incorporating deeper drilling and the extension into the Golden Point Gneiss.

A geological interpretation was developed for the boundaries of the Edna May Gneiss, Edna May pegmatite dykes, base of total oxidation and top of fresh rock and surface mineralised wash material. A mineralised domain was interpreted to incorporate all samples grading above about 0.2 g/t Au which approximates the boundary of the Edna May Gneiss. A separate domain was interpreted that delineates the mineralised part of the Golden Point Gneiss.

Historic mine development and stopes were interpreted, and the proportion of each panel comprising stope void was flagged in the model.

Recoverable resources have been estimated using the multiple indicator kriging (MIK) method with block support adjustment. The method estimates grades above cut-offs, for a range of cut-offs into panels with dimensions of 25 mE x 20 mN x 5 mRL. Estimation of the grade indicators used parameters determined from variography based on 2 m composites and an octant search strategy. A block support adjustment was used to estimate the recoverable gold resources assuming a selective mining unit of 8 mE x 5 mN x 2.5 mRL and grade control sampling at 8 mE x 5 mN x 1.25 mRL.

2.3.1.3 Resource Classification and Reporting

The MIK resource estimate provides a range of tonnages and grades above specified cut-offs. The resource estimate was classified into measured, indicated and

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inferred resource categories by flagging the model using a number of criteria that indicate confidence in the estimate.

The criteria considered were:

Minimum number of composites found in the search neighbourhood. Measured and indicated resources required a minimum of 16 composites for successful estimation and inferred resources required a minimum of eight composites.
Minimum number of spatial octants informed. Measured and indicated resources required at least four octants to contain at least one composite, and inferred resources required at least two octants with at least one composite.
Distance to informing data. Measured resources were estimated in a search ellipse of rotated dimensions of 30 m x 35 m x 10 m and, indicated and inferred resources were estimated with a search ellipse of 39 m x 45.5 m x 13 m.

AMC considers these to be appropriate criteria to indicate confidence in the grade estimate although it can result in discontinuous zones of mineral resource categories. AMC notes that the classification is appropriate at the proposed operating cut-off grade of 0.4 g/t Au, but that the continuity of the mineralisation is poorer at higher cut-offs.

2.3.1.4 Conclusion

AMC concludes that the Edna May mineral resource estimate has been carried out using acceptable industry practice, providing non-selective mining is carried out at a low cut-off grade (e.g. 0.4 g/t Au). The estimate may be less reliable at higher cut-offs.

AMC considers that classification as measured, indicated and inferred resource is appropriate at the proposed mining cut-off (0.4 g/t Au).

AMC concludes that the Edna May mineral resource has been estimated using appropriate methods by a Competent Person, and has been classified and reported in accordance with the JORC Code.

2.3.2 Greenfinch Mineral Resource Estimate

2.3.2.1 Data Available

Sixteen drillholes were drilled at Greenfinch in the 1980s but further drilling was carried out in two main drilling phases completed in 2007 and 2009. Drilling is mostly RC with four DDH. Most drillholes have been sampled at 1 m intervals and assayed at commercial laboratories using the LeachWell cyanide leach method. DDH core was sampled at 1 m intervals.

Drillhole spacing ranges from 25 mE x 12.5 mN to 25 mE x 25 mN up to about 100 mbs. Drilling extends a further 50 vertical metres but at highly variable spacing.

All 2007 to 2009 drillholes are surveyed downhole. Drillhole collars are surveyed.

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Drilling up to 2007 was not supported by an industry standard assay quality control programme. Retrospective assay quality control drilling was conducted by twinning RC drillholes with DDH to judge whether the assays from earlier drilling are appropriate. The twinned holes provided support for the RC sampling although locally a significant variance was attributed to the nature of gold distribution.

Sixteen RC drillholes were selected for repeat sampling, which confirmed the original assays.

2.3.2.2 Resource Estimation

A geological interpretation was developed for the boundaries of the Edna May Gneiss, leucogranite dykes, base of total oxidation, and top of fresh rock, and surface mineralised wash material. A separate hangingwall domain was interpreted associated with a structural contact. No mine voids were interpreted.

Recoverable resources have been estimated using the MIK method with block support adjustment. The method estimates proportions of panels and grades above cut-offs for a range of cut-offs into panels with dimensions of 25 mE x 15 mN x 5 mRL. Estimation of the grade indicators used parameters determined from variography based on 2 m composite grades and an octant search strategy. A block support adjustment was used to estimate the recoverable gold resources assuming a selective mining unit of 5 mE x 3 mN x 2.5 mRL and grade control sampling at 8 mE x 5 mN x 1 mRL.

Bulk densities have been applied as for the Edna May estimate.

2.3.2.3 Resource Classification and Reporting

The MIK resource estimate provides a range of tonnages and grades above specified cut-offs. The resource estimate was classified into measured, indicated and inferred resource categories by flagging the model using a number of criteria that indicate confidence in the estimate. The criteria considered were:

Minimum number of composites found in the search neighbourhood. Measured and indicated resources required a minimum of 16 composites for successful estimation, and inferred resources required a minimum of eight composites.
Minimum number of spatial octants informed. Measured and indicated resources required at least four octants to contain at least one composite, and inferred resources required at least two octants with at least one composite.
Distance to informing data. Measured resources were estimated in a search ellipse of rotated dimensions of 25 m x 20 m x 10 m, and indicated and inferred resources were estimated with this search ellipse expanded by 50%.

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2.3.2.4 Conclusion

AMC concludes that the Greenfinch mineral resource estimate has been carried out using acceptable industry practice, providing non-selective mining is carried out at a low cut-off grade (e.g. 0.4 g/t Au). Even at 0.4 g/t Au cut-off, continuity might be poor.

AMC considers that classification of part of the estimate as measured resource on a cell-by-cell basis could be reviewed given the poor continuity of the highest confidence resource category.

AMC concludes that the Greenfinch mineral resource has been estimated using appropriate methods by a Competent Person, and has been classified and reported in accordance with the JORC Code.

2.3.3 Edna May Underground Resource Estimate

2.3.3.1 Background

Historic mining operations at Edna May consisted of small scale underground mining of arcuate quartz reefs within the Edna May Gneiss. Seven principal veins, stacked west to east, are known as the Western, Edna May Hangingwall, Edna May, South, Central, Middle and Consolidated reefs. Each of the reefs has a similar antiformal shape, comprising a thin (<1 m) limb along the footwall contact, thickening (up to 6 m) in the west facing hinge zone and thinning again to 1 m or less as it conforms to wallrock foliation towards the hangingwall contact. In detail, the reef geometries are more complex with individual limbs splitting, converging and traversing other veins. The thickened hinge zones were the focus of historic mining, and historic mine plans indicate the west-north-west plunge persisting to at least 250 mbs. The reefs are often associated with lower grade halo mineralisation.

In the 1980s, a decline was developed to access the reefs below the open pit, but this was unsuccessful, possibly because the decline approached the reefs where they interacted with a major pegmatite dyke, and a change in orientation of the reefs in a hinge zone. Fans of drillholes targeting the reefs were drilled during this period.

2.3.3.2 Data Available

Surface drilling targeting the reefs has occurred sporadically since the 1980s, but a drilling campaign by Catalpa in 2010 completed 19 drillholes in the reef area. All of the available drillholes (98 drillholes) have been used to develop a resource estimate.

Some diamond drillholes completed before 1994 were logged to geological contacts but sampled uniformly at 1 m intervals making them less effective for modelling narrow reefs. Underground drillholes were logged and sampled to geological contacts, and whole core submitted for assay. Assays from these older holes were carried out using fire assay. An assay quality control protocol was not in place.

All the recent drillholes are surface diamond drillholes completed using contemporary industry practices. Drillholes were logged and sampled to geological contacts with half-core samples submitted for assay. Samples before 2010 had been variably assayed

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using fire assay, cyanide leach and screen fire assay. Since 2010, assays have been completed by fire assay with an Atomic Absorption Spectrometry (AAS) finish with an industry-standard assay quality protocol in place. The results indicate that there are no significant concerns with sample preparation and assaying procedures.

In the area of the resource estimate drillhole spacing is about 15 m x 20 m.

2.3.3.3 Resource Estimation

Eight quartz reefs were identified with corresponding mineralised haloes (Figure 2.3). The interpretation of the reefs was constrained within the Edna May Gneiss and bound to the south by a sub-vertical pegmatite dyke. The upper parts of reefs are constrained by a sub-horizontal leucogranite dyke. Some of the interpreted reefs correspond to historically mined reefs. The Edna May Reef zone and interpreted South Reef and Western Reef zones have been identified.

Figure 2.3 Geology Plan at 1050 mRL Showing Interpreted Reefs and Halos

==> picture [354 x 223] intentionally omitted <==

Hinge zones that historically hosted the best mineralisation appear to be a combination of converging reefs.

Interpretation of the reefs was based on geology with assistance of computer software. The arcuate geometry of the reefs was based broadly on historical mapping. The mineralised haloes surrounding the reefs were modelled using a 1 g/t Au grade envelope around each vein. The pegmatite and leucogranite dykes were also interpreted.

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A resource model was developed using software that uses a uniform cell size (5 m x 5 m x 5 m) and assigns proportions of reef, halo or host rock that occur within the cell. Grade was estimated using ordinary kriging, using parameters derived from a study of variography with a two pass approach of increasing search ellipse dimensions. The resulting model returns a grade for each rock type that falls within the model cell. A uniform density of 2.7 t/m[3] was applied to the model.

2.3.3.4 Resource Classification and Reporting

The classification of the estimate as indicated and inferred resource is based on distinguishing the two estimation passes, geological confidence, and model validation. Parts of the model estimated in the smaller search ellipse were classified as indicated resource, and those estimated with the wider search ellipse were classified as inferred resource.

AMC considers the search parameters are an appropriate indicator of overall confidence in the estimate, although application of the classification to individual model cells can result in discontinuous zones of mineral resource categories.

2.3.3.5 Conclusion

AMC concludes that the Edna May underground mineral resource estimate has been carried out using acceptable industry practice. The possibility of economically mining halo mineralisation should be assessed as part of underground mining studies.

The classification of the estimate as indicated and inferred resource is appropriate.

AMC concludes that the Edna May underground mineral resource has been estimated using appropriate methods by a Competent Person and has been classified and reported in accordance with the JORC Code.

2.4 Exploration

Catalpa has a 100% interest in the Edna May gold mine and surrounding tenements covering 20 km to 30 km of strike of the Westonia greenstone belt. A number of historic mining operations are located within this area. Most recent exploration and resource definition has focused on down-dip continuity of the Edna May open pit, the adjacent Golden Point mineralisation and the Greenfinch deposit. Deep drilling has tested the continuity of higher grade quartz reefs for possible underground mining.

In 2009, Catalpa carried out an extensive auger geochemical sampling over the entire group of tenements that identified anomalies for further work. In 2011, an exploration consultant compiled exploration data and recommended areas for further work. Exploration of these targets is at an early stage.

In AMC’s modelling scenarios, Case 2 makes provision for some exploration success resulting in additional mine production, production from a conceptual underground mining operation, and possible recovery of tungsten from plant tails with a concomitant increase in gold recovery.

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2.5 Geotechnical and Hydrological Issues

2.5.1 Geotechnical

The ACM open pit contained a significant quantity of water that had accumulated since the decommissioning of previous mining operations. The pit water has impacted the weathered material surrounding the pit, and resulted in significant wall failures along the entire north side of the pit and 50% of the southern wall.

Since Catalpa obtained ownership of the project, ground conditions influencing open pit wall stability have been assessed by a number of geotechnical consultants.

Since the commencement of mining by Catalpa, wall stability has varied from very poor (collapsed) to good.

Persistent instability has occurred in the stage B pit, upper north wall. An extensive failure occurred in mid 2010, which disrupted the planned mining schedule for a period of several months until the failed material was removed.

The stage C pit north wall design was significantly flattened to less than 30[o] to minimise the risk of further wall stability impacting on ore supply.

The final wall design is not required for a further 2 to 3 years, allowing time to monitor stage wall performance prior to designing the final wall.

2.5.2 Hydrology

Average annual rainfall at the project area is typically 328 mm of which over half typically falls in the four months May to August. Rainfall run-off is likely to occur as a broad, shallow sheet-flow across the site with some localised channelling.

Ground water is encountered some 28 m to 40 m below surface and is saline at approximately 25,000 mg/L TDS. Inflows experienced in previous phases of mining at Edna May have been estimated at 60 L/sec.

Pit dewatering is achieved through transient sumps established in the open pit in conjunction with the mining operations, along with production bores drilled to intersect underground voids from prior mining operations. It is assumed the network of voids is sufficiently clear and connected to the underground aquifers.

There are no significant natural potable water sources in the region.

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CONQUEST MINING & CProject Fort Knox ATACONQUEST MINING & CATALPA RESOURCES Project Fort Knox2.5 2.5.1 The ACM open pit contained a significant quantity of water that had accumulated since the decommissioning of previous mining operations. The pit water has impacted the weathered material surrounding the pit, and resulted in significant wall failures along the entire north side of the pit and 50% of the southern wall. Since Catalpa obtained ownership of the project, ground conditions influencing open pit wall stability have been assessed by a number of geotechnical consultants. For the 2008 Updated Feasibility Study, the pit area was divided into six design sectors based on the orientation of the pit wall and the possible failure mechanisms that may occur in each sector. Slope parameters for weathered and fresh material types were developed for each sector and applied to the open pit design. Geotechnical and Hydrological Issues Geotechnical LPA RESOURCES

For the 2008 Updated Feasibility Study, the pit area was divided into six design sectors based on the orientation of the pit wall and the possible failure mechanisms that may occur in each sector. Slope parameters for weathered and fresh material types were developed for each sector and applied to the open pit design. based on the orientation of the pit wall and the possible failure mechanisms that may occur in each sector. Slope parameters for weathered and fresh material types were developed for each sector and applied to the open pit design. occur in each sector. Slope parameters for weathered and fresh material types were developed for each sector and applied to the open pit design. developed for each sector and applied to the open pit design. Since the commencement of mining by Catalpa, wall stability has varied from very poor (collapsed) to good. Persistent instability has occurred in the stage B pit, upper north wall. An extensive failure occurred in mid 2010, which disrupted the planned mining schedule for a period of several months until the failed material was removed.

The stage C pit north wall design was significantly flattened to less than 30the risk of further wall stability impacting on ore supply.[o] to minimise

The final wall design is not required for a further 2 to 3 years, allowing time to monitor stage wall performance prior to designing the final wall.

2.5.2 Average annual rainfall at the project area is typically 328 mm of which over half typically falls in the four months May to August. Rainfall run-off is likely to occur as a broad, shallow sheet-flow across the site with some localised channelling. Hydrology

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Pit dewatering is achieved through transient sumps established in the open pit in conjunction with the mining operations, along with production bores drilled to intersect underground voids from prior mining operations. It is assumed the network of voids is sufficiently clear and connected to the underground aquifers. There are no significant natural potable water sources in the region.
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2.5.3 Conclusion

AMC considers that geotechnical and hydrogeological assessment and design approaches are consistent with good industry practice, and that these matters should not impose material risk to the project.

The staged approach to open pit development is appropriate and allows the upper north wall stability to be monitored and assessed prior to design of the final pit wall.

2.6 Ore Reserves

The most recent ore reserve estimate was completed at 30 June 2011 and is shown in Table 2.2. The ore reserves are estimated based on depletion of a previous ore reserve completed as at 31 December 2010.

Table 2.2 Edna May Ore Reserve at 30 June 2011

Ore Reserve Locations	Proved Reserve	Proved Reserve	Proved Reserve	Probable Reserve	Probable Reserve	Probable Reserve	Total Reserve	Total Reserve	Total Reserve
	Tonnes (Mt)	Au (g/t)	Au (koz)	Tonnes (Mt)	Au (g/t)	Au (koz)	Tonnes (Mt)	Au (g/t)	Au (koz)
Edna May Greenfinch Stockpiles	14.4 0.8 –	1.1 1.1 –	504 28 –	8.5 1.7 2.2	1.1 1.0 0.5	298 58 38	22.8 2.5 2.2	1.1 1.1 0.5	803 86 38
Total Reserve	16.5	1.1	532	12.4	1.0	394	27.5	1.1	927

2.6.1 Edna May Open Pit

The initial ore reserves for the Edna May open pit were prepared in December 2008 as part of the 2008 Updated Feasibility Study. Key parameters on which the December 2008 Edna May ore reserve have been established are summarised in Table 2.3.

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Table 2.3 Edna May Ore Reserve Input Parameters (December 2008)

Parameter	Unit	Value
Ore Production Rate: Years 1 & 2	Mtpa	2.8
Year 3	Mtpa	3.2
Gold Price (Average)	$/oz	1,025
Processing Cost: 2.8 Mtpa	$/t ore	12.40
3.2 Mtpa	$/t ore	11.71
Processing Recovery: Oxide	%	88.6
Transition	%	91.8
Primary	%	91.8
Mining Costs	$/t	3.59
General and Administration Cost Including Marketing	$Mpa	3.2
Mine Supervision	$Mpa	1.7
Dewatering	$Mpa	0.15
Grade Control	$/t of ore	0.36
Rehabilitation	$/t of waste	0.20
Royalties	%	4.5

The open pit limits were determined by pit optimisation using Whittle Four-X optimisation software. Only measured and indicated resources were used in the optimisation. Dilution and ore loss were incorporated into the resource model and no further allowances were made.

A pit design was completed based on the optimisation results. Smaller pit shells were used for intermediate pit stage designs.

The ore reserves were updated in December 2010. Significant changes to the ore reserve inputs included an increase in gold price to $1,250/oz and an updated resource model, with other inputs remaining as listed in Table 2.3. The December 2010 ore reserves are based on the May 2010 model resource model and a pit design optimised using Whittle Four-X software. This work resulted in a larger pit and an increase in ore reserves at a gold cut-off grade of 0.4 g/t Au.

2.6.2 Greenfinch Open Pit

The ore reserve estimate for the Greenfinch deposit was prepared in November 2009 utilising the mineral resource as discussed in Section 2.3.2 of this report. The ore reserves are based on a gold price of $1,250/oz and a gold cut-off grade of 0.4 g/t Au with all other input parameters the same as for the December 2008 Edna May estimate (See Table 2.3).

2.6.3 Surface Stockpiles

Mineralised waste from prior mining have been tested through RC drilling and converted to probable ore reserves.

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2.6.4 Conclusion

AMC concludes that the Greenfinch and Edna May ore reserves have been estimated using appropriate methods by a Competent Person and have been classified and reported in accordance with the JORC Code.

2.7 Mining Operations

Mining of Edna May open pit is undertaken using standard open pit methods. Backhoe excavators and rigid frame off-highway trucks are used to mine and haul the ore and waste. A 5 m high drill and blast bench height is used with material excavated on 2.5 m flitches.

Mining is by owner mining, utilising a dry hire fleet supplied and maintained by an equipment hire group. Catalpa supplies all personnel to operate the equipment.

The pit is being developed in a series of stages. The first of these is to re-establish the northern wall of the pit which has experienced significant wall failures over the past decade, and to provide ready access to the ore in the pit floor. Mining of the second stage is approaching completion and the third stage is in progress.

The use of staging enables smoothing of the total mining volumes over the mine life, provides regular ore supply to the process plant, and allows review of the interim pit wall performance before designing and mining the final pit walls.

Mining of Greenfinch is scheduled to commence in 2014.

Total material movements for the Edna May and Greenfinch open pits are indicated in Figure 2.4. The annual requirements peak at approximately 15 Mt from 2014 to 2016.

Figure 2.4 Scheduled Mining Tonnages

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EMO BASE CASE ANNUAL OPEN PIT MINING TONNAGES
18,000,000
16,000,000
14,000,000
12,000,000
10,000,000 Waste
8,000,000 Stockpile
Ore
6,000,000
4,000,000
2,000,000
0
2012 2013 2014 2015 2016 2017 2018 2019
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2.7.1 Equipment

Major items of equipment are:

1 x Ex1900 Excavator (primary loading).
1 x Ex1200 Excavator (backup and miscellaneous works).
7 x Cat777 Trucks.
1 x CatD10 Dozer.

An extra excavator is scheduled from early 2013 until 2016 to meet scheduled movement requirements.

Force Equipment Service & Hire supply and maintain the mobile equipment on a fixed and variable price contract. There is a fixed monthly charge for labour, infrastructure, and overheads, with a variable charge covering Service Meter Units (SMU) hours at a fixed rate per hour and consumables at cost.

Drilling, blasting, and grade control is contracted to Wallis Drilling.

2.7.2 Mining Performance

Actual mining performance for the 2011 financial year is provided in Table 2.5. Total movement was 6% under budget; however ore mined is significantly lower as a result of the north wall failure, which restricted ore access until the failed material was removed.

Table 2.4 2011 Actual Mining Tonnages

Production	Actual (kt)	Budget (kt)
Ore mined Low grade ore mined Re-handle Waste mined	2,075 514 897 6,509	2,828 361 187 7,234
Total Mined	9,994	10,610

Excavator and truck productivities are shown in Figure 2.5. Truck productivity is on target; however, excavator productivity is below target levels of approximately 1,400 tonnes per SMU hour (t/SMU.hr), sitting in a range of 800 to 1,000 t/SMUhr. Lower productivity is attributed by Catalpa to inefficient mining practices used to access ore and operator inefficiencies. AMC assumes that near budget tonnages were mined by either higher equipment hours or use of the backup excavator for production mining.

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Figure 2.5 Equipment Productivity

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2.7.3 Voids

Significant reef mining has occurred on the Edna May and other reefs, as a result, voids or loosely filled stopes and other openings are encountered in the pit. Suitable management practices have been developed to prevent safety concerns and production difficulties. This is common to pits in similar areas of historic mining.

There is a potential for wall instability due to voids intersecting the walls and floor of the pit. AMC believes that with appropriate consideration, this issue should not adversely impact materially on the project.

2.7.4 Conclusion

AMC considers the mining methods to be standard industry practise. The use of dry hire equipment operated by the owner is relatively common.

AMC considers sufficient equipment is scheduled, provided planned productivities and equipment availabilities are achieved.

2.8 Non-Reserve Inventory Sources

2.8.1 Underground

Catalpa is adopting a phased approach to the evaluation of underground mining below the Edna May open pit.

A scoping study, based on reef dimensions and grades from historical records has been completed. The study indicated there is economic potential for small scale, moderate grade underground mining at Edna May.

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An initial underground mineral resource estimate was published in May 2011. The indicated and inferred resources at a 5 g/t Au cut-off grade are similar to the assumed mining inventory used in the scoping study. However, no further work has been conducted on the scoping study to link the mine plan in the scoping study to the resource.

A trial mine is being planned. This entails dewatering the existing underground development, further development and trial stoping to obtain a bulk sample on the 1090 mRL. From this bulk sample, a mine scale understanding of ore continuity and grades can be obtained. The development will also provide a drill platform to allow higher density drilling of 100 m to 150 m below the 1090 mRL.

AMC consider a small higher grade underground mine will provide a useful boost to the lower grade open pit ore. The phased approach, with small capital investments at each step, and with each step providing a higher level of confidence, is an appropriate approach to the project evaluation.

For AMC’s Case 1 modelling scenario, the scoping study mining inventory of 408 kt at 8.5 g/t Au (112 koz) has been used.

Underground costs from the scoping study are considered reasonable and have been used. These total $39M capital and $59M operating costs.

Significant drill intercepts have been obtained down dip of the existing resource, and on the adjacent Greenfinch lode. For the Case 2 modelling scenario, AMC has extended the mine life by 1.25 years with a mining inventory of 631 kt at 8.1 g/t Au (164 koz). This represents extensions to the current Edna May resource and the successful conversion of the drill intercepts to mining inventory at the nearby Greenfinch lode.

2.8.2 Resource Conversion

The Edna May resource model indicates significant mineral resource below the open pit. In addition, the Greenfinch resource model is constrained by lack of drilling below the open pit. AMC believes there is a reasonable possibility that additional mining inventory will be established through further drilling and mining studies, and is of the opinion it is reasonable to include an additional 3.5 Mt at 1.1 g/t Au (124 koz) in the Case 2 modelling scenario.

2.8.3 Exploration Success

AMC considers that Catalpa will, with further exploration activity, establish additional mining inventories from the tenements held in the region. For the purposes of its Case 2 projections, AMC has assumed the addition to open pit inventories approximately equivalent to the current Greenfinch ore reserve. For the upside case, AMC has assumed 2 Mt at 1.2 g/t (77 koz).

2.8.4 Tungsten

Tungsten was extracted during the second phase of mining during the World War 2 period.

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Catalpa has undertaken scoping metallurgical test programmes on Edna May tailings to determine the feasibility of extracting tungsten minerals. Further work with larger samples is underway to upgrade the project to feasibility study level.

Tungsten grades are estimated at 0.019% scheelite (WO3) based on tails sampling.

Gravity separation tests with spirals indicated that approximately 65% of the scheelite in the sample tested could be recovered to a pre-concentrate. Catalpa has assumed that with further metallurgical development, a tungsten concentrate will be able to be produced at a grade of 68% WO3, and a tungsten recovery of 65%.

Tungsten recovery is only included in the Case 2 modelling scenario.

Testwork indicates the potential to also increase gold recoveries by approximately 3% through addition of the gravity circuit. This was factored into the Case 2 modelling scenario for Edna May and Greenfinch open pit ore only from 2013 onwards.

Capital costs of $10M are included for a gravity recovery circuit and operating costs of approximately $100,000 per month fixed and $0.22/t variable.

2.9 Metallurgy and Processing Operations

2.9.1 Process Plant Description

The refurbished Edna May gold processing plant is a conventional milling and carbon in leach (CIL) facility. A significant number of equipment items installed at Catalpa were sourced from a previous operation at Big Bell gold mine in Western Australia. Commissioning of the refurbished plant commenced in April 2010. The plant consists of the following unit operations:

Primary crushing of run-of-mine ore in a new single toggle jaw crusher.
Storage of primary crushed ore in a coarse ore stockpile with reclaim facilities.
Milling of ore in a two-stage circuit consisting of:
A primary semi-autogenous grind (SAG) mill (6.71 m ID x 2.59 m EGL) fitted with a 2 MW motor.
Secondary ball mill (5.03 m ID x 8.21 m EGL) fitted with a 3.72 MW motor.
Pebble crushing of SAG mill oversize in a cone crusher with crushed pebbles conveyed forward to the ball mill.
Classification of ground slurry in hydrocyclones in closed circuit with the ball mill to an overflow size of approximately 80% passing 150 microns.
Gravity concentration via a 40 inch Knelson concentrator to recover coarse gold, and subsequent recovery of gold using an Acacia intensive cyanidation circuit equipped with an electrowinning cell.
Cyanidation of ground ore slurry in a CIL circuit consisting of two 2,000 m[3] leach tanks, and six 1,100 m[3] adsorption tanks all in series.

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Acid washing of loaded carbon in a dedicated eight tonne rubber lined column.
Desorption of gold from carbon by elution in an 8t Zadra elution column, followed by recovery of gold by electrowinning and smelting.
Reagent storage and addition systems.
Residue thickening and subsequent pumping of thickened barren residue to a residue storage facility.

A simplified process plant flowsheet is presented in Figure 2.6.

Figure 2.6 Simplified Block Flowsheet

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2.9.2 Process Plant Performance

The Edna May plant was commissioned in April/May 2010 and has achieved a slow ramp up. Production from June 2010 to May 2011 is compared with budget data in Table 2.5.

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Table 2.5 Process Plant Performance

Production Parameter	Unit	YTD June 10-May 11	Budget YTD June 10-May 11
Ore Milled Ore Grade Gold Recovery Gold Production	t g/t Au % koz	2,134,371 0.95 89.6 58.4	2,557,814 1.12 92.7 85.4

The production data shows that actual ore processed is 17% below budget, and gold production is 32% below budget. The below budget gold production is a combination of below budget ore grade, throughput, and gold recovery. Plant throughput and gold recovery have been inconsistent on a monthly basis as presented in Figure 2.7. Plant throughput finally achieved design levels in May 2011.

Figure 2.7 Monthly Plant Operating Performance

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The processing plant has experienced a number of operational issues that have limited both ore throughput and gold recovery. The main causes of poor performance and resolution of the issues are summarised below:

SAG Mill Liner Wear. Excessive wear was experienced with the liners in the SAG mill requiring the mill to be taken off line for frequent liner replacements. This issue seriously impacted the utilisation of the plant and hence throughput. Resolution of the issue was achieved with a change of liner design, and increased fresh ore in feed blend. Wear rates are now at satisfactory levels. Further design changes to mill discharge ports and grates are being undertaken to improve SAG throughput.

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Leach Tank Agitator Failures. The agitators installed in the plant have systematically failed from fatigue due to poor design. The agitator gearboxes have also experienced bearing failures. The failures have resulted in leach tanks being taken off line for repair, and have impacted gold recovery and throughput. The problem is being rectified by the installation of a new style of agitators from a proven and reliable supplier.
Process Water Availability. Inadequate process water availability has necessitated temporary reductions in plant throughput. A new tailings thickener has been installed to overcome the water limitations, as well as installation of additional borefield capacity.
CIL Tank Screen Deficiencies. The amount of wood fibre in slurry from old workings resulted in screening deficiencies in the CIL tanks, causing tank overflows, losses of carbon, slurry short circuiting, and therefore loss of recovery and throughput. The issue has mostly been resolved by a change in screen design and systematic removal of wood from stockpiles.
Power Outages. Power outages have been at an unsatisfactory level due to a number of issues including extreme weather conditions, regional power grid tie-ins to a wind-farm, and a number of spares issues. This has impacted on plant utilisation and throughput. Catalpa has engaged in discussions with Western Power to improve future power reliability.

AMC considers that most of these issues have been resolved and understands throughput is expected to reach the design throughput of 2.8 Mtpa in coming months. Gold recovery is also expected to improve with plant improvements. AMC notes that the ore grind size has been generally coarser than the target 80% passing 150 microns, but it has not been possible to obtain full load power on the ball mill. Options for installing grates in the ball mill to increase the power draw are currently being evaluated.

2.9.3 Metallurgy and Future Plant Performance

2.9.3.1 Throughput

Catalpa plans to increase the plant capacity to over 3.2 Mtpa in 2012. Comminution modelling was undertaken during the feasibility study by specialist consultants Orway Mineral Consultants (OMC) to establish the expansion requirements for the higher throughput. OMC determined that the addition of a secondary crushing circuit would result in a throughput of 3.28 Mtpa at 94% availability. Preliminary engineering cost studies by GR Engineering Services (GRES,) have indicated that the total capital for the increased plant throughput to 3.28 Mtpa will be $12.1M which includes $4.6M for the crushing circuit, and $7.5M in other plant modifications to meet the increased throughput.

Based on the documentation available, AMC’s opinion is that the increased throughput can be achieved.

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2.9.3.2 Recovery

Metallurgical testwork undertaken as part of the 2008 Updated Feasibility Study showed relatively consistent gravity-leach gold extractions of around 92% to 94% for primary ore across the orebody. Testwork on the oxide laterite ore resulted in lower extractions of around 89% to 90% at the target grind size of 80% passing 150 microns. The amount of oxide in blend as shown in the life-of-mine plan is initially around 10% to 20%, but will decrease to around 5% from 2013.

No testwork has been sighted by AMC for samples from the Greenfinch deposit. AMC expects the ore rock type and mineralogy of the Greenfinch oxide and primary ore zones to be similar to that of Edna May, and therefore plant performance of this ore should be similar to Edna May.

No testwork has been sighted for the Edna May underground mineralisation. For the purposes of this review, it is assumed that ore from this source will have similar metallurgy to that of the fresh ore currently being mined.

2.9.3.3 Tungsten Recovery

Historical records have shown that tungsten was recovered from Edna May in previous operations. Catalpa has undertaken scoping metallurgical test programmes on Edna May tailings to determine the feasibility of extracting tungsten minerals. Further work with larger samples is underway.

Mineralogical work has shown that tungsten is present as scheelite, Grain size was shown to be variable, but mostly less than 100 microns. Scheelite grains were observed to be nearly all composite grains with gangue.

Conventional processing for recovery of scheelite usually involves a combination of gravity concentration and flotation. Flotation is used to remove pyrite from concentrate, and oxide flotation can be used to further concentrate tungsten minerals. Finally magnetic separation can be used to further upgrade the gravity concentrate.

Initial gravity separation tests with spirals indicated that approximately 65% of the scheelite in the sample tested could be recovered to a pre-concentrate. Sighter testwork on concentrate suggested that the scheelite responded to oxide flotation. A pilot spiral has since been installed at site and used to obtain larger samples of pre-concentrate for testing. Analyses of the tailings slurry fed to the spiral have shown that the tailings contain around 0.02% WO3 to 0.03% WO3. Survey samples from the pilot spiral have shown that up to 40% of the tungsten and 50% of the gold in the CIP tail may be recovered to a pre-concentrate of around 6% mass of feed. Work is continuing to examine recovery of gold and scheelite from the collected samples. Testing has included fine grinding of gold bearing pyrite to recover gold.

For the purposes of AMC’s Case 2 modelling scenario, it has been assumed that a tungsten recovery plant will be installed to treat CIL tailings. An initial capital cost allowance of $5.5M for a gravity plant is made to recover coarse scheelite, followed by a further $4.5M to install a centrifuge to recover fine scheelite. It is assumed that with further metallurgical development a tungsten concentrate will be able to be produced at

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a grade of 68% WO3 and a tungsten recovery of 65%. It is also assumed that gold will be recovered from gravity concentrate using flotation, fine grinding, and cyanidation techniques. It is assumed that gold recovered will be 3% of gold in feed to the CIP plant.

AMC stresses that the assumptions used in the recovery of a suitable tungsten concentrate are unproven and notes that testwork is continuing.

2.10 Waste Rock and Tailings Disposal

Waste rock from the open pit mining is placed on waste dumps located around the Edna May and Greenfinch open pits. Waste dumps are located on previously disturbed areas in order to minimise new land clearance. The waste dumps have a planned height of 25 m above surface.

The tailings storage facility (TSF) is located north of the open pit and to the north of the previous TSF. The TSF is designed to store 28.8 Mt of tailings and constructed in a number of stages.

2.11 Infrastructure and Power

Compared to many like mining operations, the Edna May Gold Mine generally is well serviced with support infrastructure, principally as a result of its location.

2.11.1 Access

The Great Eastern Highway, the main road from Perth to Kalgoorlie and the east coast of Australia runs some 12 km to the south of the mine. A sealed road connects the township of Westonia, which sits adjacent to the mine and the highway. Being situated some 312 km from Perth by highway, the mine has good access to industrial support.

The majority of personnel are bussed to the mine, principally from Perth; a trip taking approximately four hours.

An airstrip is situated some 5 km south of the mine and is suitable for the Royal Flying Doctors Service.

2.11.2 Water Supply

The Goldfields water supply pipeline runs adjacent to the highway to the south, and currently supplies water to the township of Westonia. A reverse osmosis plant has recently been installed by Catalpa to increase supply of potable quality water to the mine site.

Process water is obtained from the underground mine. A borefield is under construction 15 km northwest of the site with completion expected in late 2011. This will allow dewatering of the underground mine prior to re-establishing underground mine access.

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2.11.3 Electricity

Electricity is sourced from the southwest interconnected system via a 22 kV line from the Carrabin 66/22 kV substation located 12 km to the south of the mine.

2.11.4 Accommodation

Catalpa has established a 136 room camp to accommodate mine personnel in the township of Westonia.

2.12 Environmental and Community Issues

Environmental management at the project involves significant challenges in rare flora protection, noise management and, later in project life, acid mine drainage. These challenges have been addressed in a thorough, pre-emptive manner and, while they will continue to demand close scrutiny and commitment of appropriate resources, are expected by AMC to be manageable without significant marginal cost or restriction of access to resources. There are no current or foreseeable environmental challenges which could have a significant impact on the project.

Statutory approvals for current operations are in place, and planning of future approvals well advanced. In particular, clearing permits and licenses to disturb rare flora are obtained well in advance of operations and carefully implemented, enhancing regulators’ confidence that biological conservation aims are being met.

Acid drainage is a potentially-significant issue in future, but the quantities of sulphidic material involved are likely to be sufficiently small, and easily managed using established techniques, and without significant incremental closure and rehabilitation costs.

Noise impacts on nearby residents will continue to demand vigilance and impactminimisation initiatives, but a solid track record of complaint management and noise amelioration can be expected to protect the operation from risk of significant curtailment.

Closure and rehabilitation have been addressed in a conceptual closure plan (no detailed costings), and AMC estimates a closure liability ranging from $6.1M to $8.3M, depending on the extent of acid drainage risks of mine waste and tailings. These risks have yet to be fully assessed. It will be critical for Catalpa to complete acid drainage risk assessments in the next 12 months.

Given the relatively small proportion of total mine waste at Edna May that could be potentially acid forming (PAF), AMC considers it unlikely that management of this material will pose either a technical or financial constraint on the project.

2.13 Capital and Operating Costs

AMC was provided with budget and actual costs for the 2011 financial year contained in the Catalpa monthly reports, 2012 budget, and Catalpa developed life-of-mine physical and cost models for Case 1 and Case 2 modelling scenarios.

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2.13.1 Capital Costs

2.13.1.1 Exploration

In Case 1, no exploration expenditure is allocated and 50% of underground diamond drilling is allocated to resource development.

Catalpa has planned exploration expenditure of $1M to $2M per year that is included in Case 2.

2.13.1.2 Mining

No open pit mining capital costs were included. All mining pre-strip is included in operating costs.

Underground capital is allocated as follows:

All costs until the commencement of ore production is capital – expansion.
Capital costs post commencement of ore production is sustaining capital.
50% of diamond drilling costs allocated to resource development.

2.13.1.3 Processing

Current capital projects are associated with improving the reliability of the mill to achieve a consistent design throughput, and ensuring a reliable water and power supply. A further $12M is allowed for the upgrade of processing facilities to a throughput of 3.2 Mtpa.

2.13.1.4 Closure

AMC estimate closure costs ranging from $6.1M to $8.3M based on the current reserves, and depending on the significance of the impact of acid mine drainage. AMC used the upper end of this range to allow for closure of the underground mine as well.

AMC allowed an additional $0.1M for rehabilitation of another open pit in Case 2.

2.13.1.5 Sustaining

TSF lifts are allocated $2M approximately every 3 years.

Other sustaining capital is allocated at 1% of project capital or approximately $0.53M per year.

2.13.2 Operating Costs

AMC has reviewed the 2011 budget and actual costs and 2012 budget costs. 2011 actual costs were significantly higher than the 2011 budget. The 2012 budget reflects the 2011 actual costs and will be approximately $90M total site costs.

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AMC considers the 2011 actual and 2012 budget costs to be a reasonable guide for the life-of-mine costs.

2011 actual and 2012 budget costs are shown at department level in Tables 2.6 and 2.7 for total costs and unit costs respectively.

Table 2.6 Total Operating Costs

Cost Area	Actual Cost 2011 ($M)	Budget Cost 2012 ($M)
Mining and geology Processing Administration HSEC	40.2 36.9 5.7 1.8	40.2 42.3 5.3 2.1
Total Site Costs	84.6	89.9

Table 2.7 Unit Operating Costs

Cost Area	Actual Cost 2011 ($/t)	Budget Cost 2012 ($/t)
Open pit tonne mined including pre-strip (cost per tonne mined) Open pit ore tonne mined (cost per tonne mined) Process (cost per tonne milled) HSEC (cost per tonne milled) Administration (cost per tonne milled)	4.02 19.37 15.95 0.78 2.45	4.01 13.67 14.39 0.73 1.80
Total cost excluding royalties (cost per tonne milled)	36.53	30.59

2.14 Edna May Modelling Scenarios

AMC has prepared two modelling scenarios for the Edna May Gold Mine.

Case 1 production plan is based on the December 2010 open pit ore reserve, less AMC’s adjustment for estimated depletion to June 2011[5] , plus a portion of the current underground mineral resource that AMC believes may be recovered by underground mining. The Ore Reserve at 30 June 2011 has subsequently been released by Catalpa and varies slightly to that used as the basis for Case 1, due to actual depletion and the final stockpile being slightly different to AMC’s estimates.

Case 2 production plan adds material to the Case 1 mining inventory to reflect the potential for mining a greater portion of the open pit resource, and mining additional material discovered through successful exploration. AMC has also extended the underground mining inventory based on the potential for exploration success. Case 2 assumes that a tungsten recovery plant will be constructed.

5 The 30 June 2011 Ore reserve estimate had not been prepared prior to AMC completing its modelling scenarios.

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The mining inventories used in the two cases are summarised in Table 2.8. Case 2 represents a 24% increase in contained gold ounces over Case 1.

Table 2.8 Case 1 and Case 2 Mining Inventories for Edna May

Source		Case 1			Case 2
	Tonnes (Mt)	Au	Au (Moz)	Tonnes (Mt)	Au (g/t)	Au (Moz)
		(g/t)
Edna May & Greenfinch open pits Stockpiles Underground Edna May & Greenfinch extensions New open pit (regional discovery)	25.2 1.6 0.4 – –	1.1 0.7 8.5 – –	0.89 0.04 0.11 – –	25.2 1.6 0.6 3.5 2.0	1.1 0.7 8.1 1.1 1.2	0.89 0.04 0.16 0.12 0.08
Total	27.5	1.2	1.04	33.2	1.2	1.30

Note: Totals do not necessarily equal the sum of the components due to rounding adjustments.

Operating costs in both cases have been based on the 2012 budget provided by Catalpa. Underground mine operating costs have been estimated by consultants engaged by Catalpa. AMC considers the costs to be reasonable.

Capital expenditure for Case 1 includes expenditure associated with improving the reliability of the mill to achieve a consistent design throughput, and ensuring reliable water and power supplies ($6.9M). A further $12M is provided to upgrade processing facilities to a throughput rate of 3.2 Mtpa. Expenditure of $16.1M has been included for establishment of the underground mining operation.

Capital expenditure for Case 2 includes the additional cost of constructing the tungsten recovery plant. AMC considers that the exploration budget is adequate for the envisaged discovery and resource conversion assumed in Case 2.

Sustaining capital costs have been included in both cases. These costs include $2M every three years for expansion of the tailings storage facility.

Closure costs of $8.3M have been included in both Cases. A further $0.1M has been added to Case 2 for rehabilitation of another small open pit.

2.15 Risks

Open pit mining may continue to be impacted by the north wall instability. The Stage C pit wall has been laid back at <30° to secure ore supply. The final wall design has not been adjusted from the feasibility study design; however it is likely that the wall will need to be redesigned to a flatter angle.

There is a risk that the trial underground mine does not provide the confidence to commence full underground mining.

No environmental risks exist at project that AMC considers likely to cause significant operational constraint or significantly-increased management costs, provided the exemplary environmental management programmes operated to date are sustained.

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3 PAJINGO GOLD MINE (QLD)

3.1 Location and Background

The Pajingo Gold Mine (Pajingo) is located 53 km south of Charters Towers in north Queensland and is accessed by sealed road from Townsville via Charters Towers (Figure 3.1).

Figure 3.1 Location of Pajingo Gold Mine

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Mineralisation in the Pajingo area was discovered in 1983 by Battle Mountain Gold Company and an open pit operation commenced in 1986. In 1991, a joint venture was formed between Battle Mountain Gold Company (Battle Mountain) and Normandy Mining Limited (Normandy), and underground mining commenced in 1996. Newmont Mining Corporation (Newmont) acquired Battle Mountain in 2001, and in 2002 acquired 100% of Pajingo via its takeover of Normandy. In 2007, North Queensland Metals (60%) and Heemskirk Consolidated (40%) purchased Pajingo from Newmont.

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In May 2010, Conquest Mining Ltd (Conquest) initiated a takeover of North Queensland Metals and in September 2010, Conquest agreed to purchase the remaining 40% of Pajingo from Heemskirk Consolidated. The mine is now wholly owned and operated by Conquest.

The operation has the capability to process up to 650,000 tpa, but in recent years, underground production has been approximately 300,000 tpa. Conquest has recently commenced open cut production to supplement the underground ore feed and is actively seeking to delineate additional open cut resources to better utilise processing capacity.

Mining and processing takes place on three mining leases (MLs) which are enclosed by three Exploration Permits for Minerals (EPM’s). The total area of the tenements is 925 km[2] . Details of the tenements are shown in Table 3.1.

Table 3.1 Exploration Permits and Mining Leases

Tenement	Granted	Expiry	Size	Annual Rent	Holder
ML1575	1/05/1987	30/01/2021	2716 Ha	$129,417.40	NQM Gold Australia Pty Ltd
ML10215	1/12/1996	30/11/2016	230 Ha	$10,959.50	NQM Gold Australia Pty Ltd
ML10246	1/06/2001	31/05/2021	1255/386 Ha	$29,848.40	NQM Gold Australia Pty Ltd
EPM 11152	15/08/1996	14/08/2011	162 Sub-blocks	$19,496.70	NQM Gold Australia Pty Ltd
EPM 14187	4/03/2004	3/03/2012	5 Sub-blocks	$616.75	NQM Gold Australia Pty Ltd
EPM 17792	16/06/2010	15/06/2015	16 Sub-blocks	$1,973.60	NQM Gold Australia Pty Ltd

AMC notes that all leases are held in the name of NQM Gold Australia Pty Ltd (NQM). It appears the leases have not been transferred into Conquest’s name.

Three additional EPMs are under application, see Table 3.2. A further three EPM applications are proposed, see Table 3.3 below.

Table 3.2 Exploration Permits Under Application

Tenement	Size
EPM18810	7 sub-blocks
EPM18801	23 sub-blocks
EPM18809	17 sub-blocks

Table 3.3 Exploration Permits Proposed

Tenement	Size
EPM17793	34 sub-blocks
EPM18407	17 sub-blocks
EPM 18405	12 sub-blocks

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3.2 Geology

3.2.1 Regional Geology

The Pajingo Epithermal System (PES) is located in the northern margin of the DevonianCarboniferous Drummond Basin which has an area of approximately 25,000 km[2] . The Pajingo tenements cover the contact between the Lolworth-Ravenswood block to the north and the Drummond Basin to the south.

Within the Drummond Basin, three stratigraphic cycles of sedimentation have been recognised, the most important of which is the Cycle 1 group, which consists of volcanics and volcaniclastics. This group is the host of all epithermals discovered so far, in the Pajingo area, it contains the Molly Darling Formation and the Mt Janet Volcanics.

Throughout the area, the Drummond Basin sequences are partially overlain by the Tertiary Southern Cross Formation sediments, alluvials and colluvials. Steeply dipping normal and transfer faults have formed at the margins of and within the basin.

Pajingo-style mineralisation is a low-sulphidation quartz-adularia epithermal-style gold system, which typically occurs in a volcanic environment associated with acid to intermediate rock types, and appears to be of a consistent age.

The mineralisation model is based on the Buchanan model. The model identifies a boiling zone that controls the deposition of precious metals, volatile element, and base metals in combination with quartz textures.

Boiling zones are usually marked by a silver to gold ratio of nearly 1:1, the presence of quartz textures such as crustiform, colloform and moss textures, and specific mineralogy such as adularia. A high level within the boiling zone may have higher silver to gold ratio such as 4:1 with high trace elements such as arsenic or antimony. The base of the boiling zone may have relatively high levels for copper, lead, zinc +/- antimony and relatively low trace elements.

For any drilling intercept of a quartz vein, the recognition of the level of boiling zone, by recognizing textures, element associations and the alteration assemblages is an important pointer for exploration in the PES.

3.2.2 Local Geology

The epithermal mineralisation at Pajingo, is hosted by the Mt. Janet Volcanic sub-group (part of Cycle 1) which is an andesitic package of massive lava flows, intrusives, auto-brecciated lava and fine ash to block tuffs, which dip approximately 30[o] to the south.

These andesites are also intruded by multiple thin barren basaltic dykes and sills. The Mt Janet Volcanics overlies the Molly Darling Formation dacitic group, and in the southern areas is overlain by felsic volcanics and epiclastics of the Doongara Formation which is then overlain by Tertiary sediments. Oxidation extends to 80 m below surface.

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The Vera Nancy fault corridor is the main mineralised structure within the PES. Regional seismic data suggest the corridor is dipping at 75° south near surface, and progressively flattens to 50° with depth. There are numerous epithermal quartz veins within the fault corridor. In general, veining strikes grid east with tensional jogs and intersecting faults producing high grade pods which trend grid east-north-east. The mine grid (VN1) is orientated with grid north towards 045.5° AMG. The location of the known individual lodes within the Vera Nancy fault corridor is shown in Figure 3.2.

Figure 3.2 Spatial Locations of Main Deposits at Pajingo

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Most lodes comprise a main vein, which carries the bulk of the precious metals, and splay veins. The main veins can vary from less than 1 m to 15 m in width, but are generally 2 m to 3 m wide. The veins are steeply dipping and plunge gently at about 20° to grid east. The corridor can be traced northwest to southeast for some 6 km. The main lodes are described in the following sections.

3.2.3 Jandam Lode

The Jandam Lode is located mine grid southeast of Vera and consists of two main veins J1 and J2 which are both highly variable in vein thickness, ranging from 0.3 m to 14 m in width. The J2 vein contains the majority of the mineralisation. Jandam has a higher variation in gold and silver values, and gold mineral types than the rest of the Vera Nancy System.

3.2.4 Veracity Lode

The Veracity Lode is covered by approximately 20 m of Tertiary sediments. It is located in the footwall of the Vera South deposit and is composed of two main veins with linking structures which trend grid northeast as footwall splays off the Vera Nancy fault corridor.

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Production for Veracity in Financial Year (FY) 2011 totalled 7,455 t grading 3.53 g/t Au for 846 oz.

3.2.5 Cindy Lode

The Cindy Lode is located south of the original Scott Lode and parallel to the Anne and Veracity Lodes.

3.2.6 Faith Lode

The Faith Lode occurs east of the Jandam Lode and appears to be a continuation of the Jandam-Vera South (J1/V1) structure. The Faith Lode appears to be truncated on its eastern edge by the Guinness Fault but is still open down dip. Current down dip depth is reported to be 365 m. The lode strikes east west on the VN1 grid for approximately 500 m.

3.2.7 Sonia Lode

Sonia Lode is composed of two structures which strikes eastwest for approximately 500 m and has a down dip extent of 200 m. The structures also appear to be truncated against the Guinness Fault. Production from Sonia for FY2011 totalled 23,825 t, grading 26.36 g/t Au for 20,190 oz. A total of 5,725 m was drilled for resource definition purposes in FY2011.

3.2.8 Zed Lode

The Zed Lode has been split into Zed-East, Zed-West, Zed-Central Upper and Zed-Central Lower for targeted drilling campaigns during 2011. The Zed Lode strikes east-west for over 900 m with a down dip extent of 280 m. Production on the Zed Lode for FY2011 totalled 6,000 t, grading 2.57 g/t Au, and producing 497 oz.

3.2.9 Venue and Vera North

The Venue and Vera North Upper resources make up an open pit resource composed of a series of veins extending to the Nancy vein system, and in mainly oxidised zones above 1150 mRL.

3.3 Pajingo Gold Mine Mineral Resource

Mineral resources for Pajingo are summarised in Table 3.4. The mineral resources are inclusive of ore reserves and are reported at a 1.0 g/t Au cut-off for underground resources and 0.65 g/t Au for open pit resources.

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Table 3.4 Mineral Resource for Pajingo at 30 June 2011

Vein	Measured	Measured	Measured	Indicated	Indicated	Indicated	Inferred	Inferred		Total	Total
	Tonnes	Au	Au	Tonnes	Au	Au	Tonnes	Au	Au	Tonnes	Au	Au
	(kt)	(g/t)	(koz)	(kt)	(g/t)	(koz)	(kt)	(g/t)	(koz)	(kt)	(g/t)	(koz)
			Underground (Cut-off grade 1.0 g/t Au)
Cindy	–	–	–	69	6.5	15	46	4.4	7.0	115	5.7	21
Faith	19	4.7	3	105	6.5	22	101	4.7	15	225	5.6	40
Jandam	110	5.1	18	997	4.3	138	453	2.7	39	1,560	3.9	195
Sonia	26	3.6	3	151	9.8	47	206	10.7	71	382	9.9	121
Venue-VNU	–	–	–	356	2.4	28	262	1.3	11	617	1.9	39
Veracity	2	16.9	1	299	6.0	58	123	3.8	15	425	5.4	74
Zed	43	7.1	10	526	4.0	68	1,147	3.5	130	1,715	3.8	208
Subtotal UG	200	5.4	35	2,502	4.7	375	2,337	3.8	288	5,039	4.3	698
			Open Pit (Cut-off grade 0.65 g/t Au)
VNU	–	–	–	102	2.5	8	7	0.9	0.2	110	2.4	8
Venue	–	–	–	203	3.3	22	1	1.7	0.1	205	3.3	22
Sub Total OP	–	–	–	306	3.0	30	8	1.0	0.3	314	3.0	30
Total Resource	200	5.4	35	2,808	4.5	405	2,346	3.8	288	5,354	4.2	728

3.3.1 Data Available

The resource data set for Pajingo is based on RC and DDH, and underground resource definition drilling. The spacing of surface drillholes approximates 60m along strike and 80m down dip. The spacing of underground DDH has varied over time between current 25m x 25m to 30m x 30m patterns, in comparison to previous 40m x 40m or 50m x 50m drilled patterns under Newmont ownership.

Mapping of development working faces provides geological control with the digitised positions of hangingwall and footwall contacts being used in the construction of the resource and the grade control models.

The majority of surface DDH are NQ sized (47.6mm core), while underground drilling is of a compatible LTK60 size (40.7mm core). Logging procedures are standardised in either spreadsheet (2008-2009 data) or Acquire database formats, with validation to restrict data entry to legal codes. All core is routinely photographed.

Surface diamond core has been sampled on 0.3 m to 1 m intervals, controlled by the nearest lithological contact, with the smallest sample being 0.3 m. Sampling has been conducted with half or a full core protocol, full core being used in 2003-2004 after coarse visible gold was discovered. Half coring resumed after 2004. Recoveries are recorded as being generally excellent (about 100%). Underground diamond drill core has been sampled on 0.5 m to 1.0 m intervals, controlled near lithological boundaries, with the smallest sample being 0.3 m.

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For the Jandam and Cindy Lodes, all samples were composited to 1 m for the resource estimation process. For the Faith, Sonia, Zed, Veracity and Venue-VNU Lodes, samples at full vein width were used in the resource estimation.

Analysis of exploration samples has taken place at SGS laboratories in Townsville. Standard sample preparation and wet chemical procedures are used with fire assay for Au and ICP400 analysis for Ag, As, Cu, Pb, Sb and Zn, occasional Hg, Se and Te analyses were completed.

Analysis of grade control samples (face samples) and underground drilling has taken place at ALS laboratories in Townsville. Standard ALS sample preparation and wet chemical procedures have been used with AAS analysis for gold and silver. At different times, silver has not been routinely assayed from face samples. All silver values are based on underground diamond drilling.

All Quality Assurance/Quality Control (QA/QC), database validation and geological interpretation is the responsibility of Pajingo Mine Geologist. The QA/QC protocol uses blanks and standards submitted with each batch. The QA/QC programme was last audited in 2006. This audit showed a 3.6% relative error in pulp duplicates and a 10.1% error in drill core duplicates.

Bulk densities have been determined (since 2006) by a standardised method (Archimedes Principle/Lipton’s Water Displacement Method 2).

The database used for the 2011 resource estimates has been verified by site personnel for its validity.

3.3.2 Resource Estimation

The current mineral resource estimate for Pajingo is a combination of deposits which are modelled independently of each other. The deposits designed to be mined by underground methods are the Cindy, Faith, Jandam, Sonia, Venue-VNU, Veracity, and Zed. The deposits designed to be mined by open pit methods are VNU and Venue.

Resource estimation has been carried using the 2D accumulation method for most lodes and 3D block modelling for the Jandam and Cindy lodes. Univariate statistics were carried out on gold and silver for each deposit and ordinary kriging has been used for grade estimation. Wireframes of the vein hangingwall and footwall surfaces, constructed using underground drilling and face sampling information, have been used as hard boundaries with respect to domaining. An inverse distance squared method was used as a check on the ordinary kriged estimates. The checks produced comparable result within the expected error limits.

3.3.3 Resource Classification

Classification of the mineral resource into measured, indicated and inferred resources has been carried out in two stages. An initial classification based on review of the average distance parameter in conjunction with first search pass ellipse. The following distance parameters were applied.

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Conf 1 = <25 m
Conf 2 = 25-40 m
Conf 3 = 40-65 m

The initial classification was then refined using a combination of average distance, drill density, and the presence of development/workings.

Measured – (Conf 1 = <25 m) + (drill density <20 m) + (mine development)
Indicated – (Conf 2 = 25-40 m) + (drill density <40 m) +/- (mine development)
Inferred – (Conf 3 = 40-65 m) + (drill density <70 m) + (no mine development)

3.3.4 Conclusion

In AMC’s opinion, the data used to inform the mineral resource estimate has been adequately validated and is suitable for mineral resource modelling and estimation. AMC considers that the modelling and estimation has been carried out using acceptable industry practice and that the resource classification into measured, indicated and inferred resources is appropriate.

AMC concludes that the 30 June 2011 Pajingo mineral resource estimate has been prepared using acceptable industry practice and that the classification of the estimate as measured, indicated, and inferred resource is appropriate. In AMC’s opinion the mineral resource estimate has been prepared by a Competent Person[6] in accordance with the JORC Code.

3.4 Exploration and Resource Development Conquest has a programme for increasing its ore reserve inventory. The programme comprises three components:

Identification of resources and reserves in areas of known mineralisation.
Identification of resources and reserves near existing mine developments.
Regional exploration.

Components 1 and 2 are discussed in the following sections. The regional exploration is considered in Section 7.

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3.4.1 Resource Definition Adjacent to Known Mineralisation
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There are clearly defined areas between existing open pit and underground lodes where there is insufficient drill data or geological understanding to estimate an inferred mineral resource. Many of these targets are extensions of known lodes, in particular, adjacent to

6 For certain Pajingo deposits the Competent Person is Sonia Konopa (an AMC consultant), but this work has been performed independently of the current review.

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the Jandam, Zed and Faith lodes. In AMCs opinion, there is a reasonable prospect for additional mineral resources within these target areas.

3.4.2 Near Mine Resource Development

Where the Veracity Corridor is modelled to intersect with the Mt Wright-Ravenswood corridor trend (southwest-northeast), a study is targeting co-incident magnetic lows and induced potential (IP) anomalies. These targets are proposed as possible deep intrusions or extensions of mineralisation.

Conquest has an approved budget and 18 month work plan for its near mine exploration programme. The goal of the programme is to replace 60,000 oz of reserves and increase resources by 100,000 oz. Exploration targets include: Powerline, Lower Leaping Dog-Vera South and Jandam-Sub-Guinness projects. Other targets include possible vein extensions in the area between the Cindy Pit and the Bell Vein development.

The Sub-Guinness project area is being targeted by an underground drill programme of three holes to test a broad prospective area including the hangingwall of the Jandam vein, and the depth extension of the Vera-Nancy vein system below the Guinness Fault. The Jandam footwall also lies open at this depth and coincides with a magnetic low anomaly. Two holes are designed to test the Jandam hangingwall, and one hole to test the proposed down plunge extension and kink on the Vera-Nancy vein system.

The near mine underground exploration targets are shown Figure 3.3.

In addition to targeting additional mineral resources suitable for underground mining, Conquest is also targeting additional open pit mineral resources with the potential to sustain production of 10,000 ozpa. Figure 3.4 shows these open pit target areas relative to the current workings. Areas shown in red are areas that have been drilled and scheduled. Areas shown in blue are at the planning stage.

Opportunities are being sought by looking at existing data. Conquest considers the best potential for additional open cut resources to be adjacent to Janine, Nancy North, Orchid and Veracity.

Drilling programmes are also planned on potential extensions to known mineralisation near Nancy North and the Ralph Porter Prospect, where sparse drilling and surface rock chip sampling has intersected areas of mineralisation interpreted along strike, and to the west-southwest of the Annie underground workings.

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Figure 3.3 Near Mine Exploration Targeting Untested Areas

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Figure 3.4 Open Pit Resource Potential Overview

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3.5 Ore Reserves

The Pajingo ore reserve estimates as at 30 June 2011 are shown in Table 3.5. The reserves are reported at a cut-off grade of 3.9 g/t Au for underground and 0.7 g/t Au for open pit. AMC has reviewed the assumptions, processes and modifying factors involved in the estimation of ore reserves, and considers them to be appropriate for this style of orebody and methods of mining.

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Table 3.5 Pajingo Ore Reserve at 30 June 2011

	Proved	Proved	Proved	Probable	Probable	Probable		Total
Vein	Tonnes (kt)	Au (g/t)	Au (koz)	Tonnes (kt)	Au (g/t)	Au (koz)	Tonnes (kt)	Au (g/t)	Au (koz)
		Underground (Cut-off grade 3.9 g/t gold)
Cindy	-	-	-	33	5.5	6	33	5.5	6
Faith	6	5.8	1	83	6.1	16	90	6.1	18
Jandam	-	-		43	5.1	7	43	5.1	7
Sonia	7	4.4	1	116	9.3	35	123	9.0	36
Veracity	-	-		74	5.3	13	74	5.3	13
Zed	41	5.9	8	122	6.0	23	163	6.0	31
Subtotal UG	54	5.7	10	471	6.6	100	525	6.5	110
		Open Pit (Cut-off grade 0.7 g/t gold)
VNU	-	-	-	120	2.2	8	120	2.2	8
Venue	-	-	-	219	3.1	22	219	3.1	22
Subtotal OC	-	-	-	339	2.8	30	339	2.8	31
Total Reserve	54	5.7	10	810	5.0	130	864	5.1	140

3.5.1 Conclusion

In AMC’s opinion, the 30 June 2011 ore reserve for Pajingo has been prepared using acceptable industry practice and that the classification of the estimate as proved and probable ore reserves is appropriate. In AMC’s opinion, the estimate has been prepared by a Competent Person in accordance with the JORC Code.

3.6 Mine Planning Inventory

Long-term production planning for Pajingo is based on a mine planning inventory that includes ore reserves, plus material derived from the following sources:

Extensions to existing lodes where there is reasonable expectation, based on the historical performance, that inferred resources and in some cases unclassified material will ultimately be converted to reserves. (Conquest refer to this as non-reserve material – NRM). It includes both open pit and underground material. Conquest’s estimate of NRM material is summarised in Table 3.6. The estimate includes material that is being mined or evaluated in the Janet A pit, the potential Janine pit and the Nancy North pit, which is the subject of a scoping study.

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Table 3.6 Non-Reserve Material at 30 June 2011

Vein	Tonnes (kt)	Au (g/t)
Underground
Bell Vein Cindy Faith Jandam Sonia Vera South Vera South V3 Veracity Zed West Zed East	59.2 10.5 36.0 66.6 33.2 50.0 55.2 1.6 12.8 4.8	4.9 6.0 7.9 6.0 17.0 3.4 5.2 5.3 9.2 4.5
Subtotal	329.9	6.8
	Open Pit
Janet A Janine Nancy North	228.6 126.2 71.0	1.3 3.1 5.2
Subtotal	425.8	2.5
Total	755.6	4.3

Pajingo has historically recovered a significant amount of remnants from previously mined underground areas, which may not have been economic or practical to mine at that time. Although often at a lower grade, it is a valuable additional source of ore at the current gold price. The Pajingo long-term production plan assumes that approximately 10% of its underground gold production will come from remnants over the next few years, and has a drilling programme to delineate this material.
Future production from reasonably assured exploration success. This material is derived from both inferred resources in the lodes hosting ore reserves, and from exploration targets. There are large quantities of inferred resources at a cut-off grade of 1 g/t Au, particularly in Jandam, Sonia, Veracity and Zed, and it is likely that further drilling will identify economic zones within these resources. Conquest has estimated the total resources in these lodes at cut-off grades of 4 g/t Au and 2.0 g/t Au for in VNU, and has used this estimate as a basis for estimating the mine planning inventory from reasonably assured exploration success shown in Table 3.7.

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Table 3.7 Basis for Additional Mining Inventory at 30 June 2011

Vein	COG (g/t Au)	Tonnes (kt)	Au (g/t)	Ag (g/t)
Cindy Jandam Faith Sonia Veracity Zed East Zed West VNU	4 4 4 4 4 4 4 2	60 534 134 330 241 378 203 126	8.4 6.9 8.0 11.6 7.5 5.8 7.4 3.8	6.3 11.7 4.3 11.3 10.7 4.7 7.6 4.5
Total	–	2,006	7.5	8.7

3.7 Mining Operations

Pajingo is an owner operation, with employees commuting on a daily basis from Charters Towers. This ensures a more stable workforce compared with many fly in-fly out operations. It has been predominantly an underground mine in recent years, but with a renewed focus on supplementing underground production with production from small open pits. Typical narrow vein bench stoping methods are employed using mechanised mobile equipment.

Actual production in FY2011 is shown in Table 3.8.

Table 3.8 Mine Production FY2011

Mine	Ore (kt)	Au (g/t)	Au (koz)
Underground Open Pit	279 171	8.1 2.5	72 14
Total	450	6.0	86

The underground mine has suffered from a lack of capital investment in equipment, capital development, and resource drilling under the previous owners. Conquest has embarked on an ambitious programme to redress these issues and return the mine to a sound operational basis with reasonable future ore supplies. The benefits of this are already evident on site, with two new Atlas Copco MT 6020 trucks contributing to steadily increasing production, and a substantial increase in resources and reserves. A third truck, two new loaders, a jumbo and some new ancillary plant are budgeted for FY2012.

Provided the capital equipment purchases proceed as planned, AMC considers that the underground mine has the capability to increase production from the current rate to approximately 500 ktpa over the next five years. The gold grade is expected to decrease slightly (from 6 g/t Au to 5.5 g/t Au), based on current planning inventory, but the contained gold should still increase to approximately 85,000 ozpa over this period.

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Only uncemented rockfill is currently used at Pajingo. In the future, post-grouting of this fill and the use of cemented rock fill may be considered to improve extraction of remnant pillars in higher grade areas.

The mine ventilation system is currently adequate, but will need to be extended significantly over the next few years to support the increased development and production activities. Some new ventilation airways will be required and a ventilation rise is included in the current year budget.

AMC expects open pit production will be variable due to changes in the stripping ratios and resource grades of the individual pits. There will usually only be one pit in production at a time and the small size of the pits will limit blending opportunities. However, AMC consider it reasonable to expect that the open pits should be able to sustain an average production of 10,000 ozpa.

There are no obvious geotechnical issues associated with either the small pits or the relatively shallow underground operations. As underground mining extends to greater depths, stress levels will increase, but are expected to be manageable provided that current mining practices are continued, and appropriate geotechnical input is incorporated into future designs and operating practices.

Safety performance at Pajingo was poor prior to the transfer of ownership to Conquest. Since then, there has been a significant improvement, with the Lost Time Injury Frequency Rate down from 20 to 7, but this needs to continue to achieve industry standards.

To achieve the planned production rate increase, additional personnel will be required. Pajingo will have to compete for personnel in a tight labour market, but the residential nature of the operation and the attractiveness of Charters Towers should give them an advantage over most operations.

3.8 Metallurgy and Processing Operations

3.8.1 Introduction

The plant is a typical small gold operation employing conventional gold-ore processing technology comprising:

Crushing (three stages).
Milling & Classification.
Thickening.
CIL (Carbon-in-Leach).
Tailings Disposal.
Elution/Carbon Regeneration.
Gold Room.

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Since re-commencing operations in 1997, the process plant has principally treated ore from numerous underground sources in the Vera-Nancy System. Future production is expected to be sourced from extensions of the existing deposits and from small open pits.

3.8.2 Historical Production

The annual production data for the past three financial years of operation since ownership changed on 31 December 2007 is presented in Table 3.9 along with the corresponding budget targets for FY2012. The major points of interest are:

Since re-commencing operations in 1997, the processing plant has been upgraded to treat 700 ktpa and achieve the desired grind size P80 of 38 microns. After mine ownership changed at the end of 2007, the mining production profile changed and one grinding mill was taken off-line. Re-commissioning of this mill is planned for the beginning of Q4 2011. Whilst the mill throughput rate will exceed the mining production rate, the processing plant can be operated on a campaign basis and consistently achieve the target grind size.
While the gold recovery data provided was incomplete, the plant performance over the past three financial years has been reviewed. The gold recovery average was 95.1% and typically ranged from 94.2% to 97.4% with an exception of 74.3% during December 2010 when very poor gold recovery was observed when Janet A outcrop material was processed. The plant has since processed further Janet A material from the open pit and typical gold recovery has been observed.
The silver recovery data provided was also incomplete and only the past two financial years have been reviewed. Silver recovery averaged 76.6% and typically ranged from 60.5% to 87.3% with an exception of 41.6% during December 2010.
The processing costs for FY2011 indicate that the unit cost is predominantly fixed. Escalating prices, particularly for power and reagents, have also contributed to the relatively high unit processing cost.

Table 3.9 Historical and Forecast Mill Performance

P	Ui		Financial Year	Financial Year
arameter	nts	2009	2010	2011	2012
Ore Milled (dry)	kt	302	304	287	401
Gold Grade (recon.)	Au g/t	5.57	5.69	5.43	6.1
Gold Recovery	%	94.9*	96.3*	94.3	95.0
Gold Production (shipped)	koz	52.4	55.0	45.9	74.9
Silver Grade (recon.)	Ag g/t	n/a	9.34*	7.16*	6.1
Silver Recovery	%	n/a	84.6*	72.1*	95.0
Silver Production (shipped)	koz	66.5	79.9	51.7	74.5
Mill Cost	$/t	30.86	37.71	44.19	40.00

Note: * incomplete data set provided.

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3.8.3 Gold Recovery

The numerous underground lodes are grind sensitive and require optimum leaching conditions, which include the addition of oxygen, to achieve recovery in-line with historic metallurgical testwork. Re-commissioning of the second mill will result in a higher mill throughput rate whilst consistently achieving the target grind size P80 of 38 microns.

When mine ownership changed, the addition of oxygen to the leaching circuit ceased. Historic metallurgical testwork has shown that oxygen addition is required to enhance the leaching rate. Oxygen addition to the first leach tank was re-commissioned in April 2011 and the second leach tank is due to be re-commissioned in August 2011. With the resumption of oxygen addition to the plant, a gold recovery of 95% is considered suitable for modelling purposes.

In terms of assessing potential gold recovery from future ore deposits, no metallurgical testwork has been completed recently. Over the years, a multitude of orebodies have been processed and metallurgical testwork completed has yielded relatively similar gold recovery performance at optimum leaching conditions and desired grind size.

3.8.4 Silver Recovery

A silver recovery of 95% budgeted in FY2012 is not considered realistic by AMC. The actual silver recovery in the plant has been achieved without oxygen addition. Following re-commissioning of oxygen addition to the plant, a silver recovery of 80% is considered suitable for modelling purposes.

3.8.5 Production Scenarios

Production scenarios for Pajingo envisage the mill throughput rate increasing progressively from 450 ktpa to 590 ktpa. Mill throughput capacity is expected to exceed the mine production rate over this range.

3.9 Infrastructure and Power

Pajingo is a mature mine with generally good infrastructure, services, access and communications, which AMC considers adequate for the current and planned operations. Some infrastructure is being moved to allow for the future open pits.

3.10 Environmental and Community Issues

3.10.1 Environmental Impact Studies and Management Plans

The original Environmental Management Overview Strategy (EMOS) for PGM was prepared in 1995 and has had several updates over the years, but has now been superseded by a more recent Environmental Management Plan (EMP).

The EMP is designed to facilitate management of PGM’s significant environmental aspects in a sustainable manner consistent with site policy, and all legal and other requirements.

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A draft Plan of Operations (PoO) covering the period September 2010 to September 2015, has been prepared in accordance with Section 234 of the Environmental Protection Act, 1994 and relevant Queensland Government guidelines. The draft PoO provides an overview of mining operations; a summary of the statutory background and requirements, PGM also holds an Environmental Authority (number MIN100936609) for the Twin Hills deposit.

The draft PoO indicates that PGM currently holds a bank guarantee/financial assurance with the State of Queensland for site rehabilitation costs of $6,835,225. However, there is currently no financial assurance calculation detail in the draft PoO document as this is still the subject of negotiation with the Queensland Government. AMC consider that the monetary value of the financial assurance is reasonably well aligned with the financial assurance calculation spreadsheet provided. In that, calculation of the financial assurance was $6.9M for 2010 and $7.2M for 2011.

While the financial assurance has been calculated based on relevant State of Queensland guidelines, PGM has now agreed with the government on the concept of a double capillary break layer for the final cover for the two areas where tailings are currently being stored (the Turkeys Nest TSF and Scotts Lode Pit which cover a total area of 28.5 hectares). The total cost of rehabilitating the tailings storage facility areas at closure is currently about $2.75M. The additional cost of a double capillary break cover at the tailings storage areas is estimated to be $2.25M, which would take the tailings storage areas’ closure cost closer to $5M. Hence, actual closure costs could be greater than currently predicted and certainly higher than those currently addressed by the financial assurance. The most likely closure cost is estimated to be approximately $9.4M.

3.10.2 Environmental Compliance

Under Section 250 of the Queensland Environmental Protection Act 1994 (EPA, 1994), a mining project is an environmentally relevant activity that requires a corresponding Environmental Authority (EA). An EA is a legal instrument that includes a list of regulatory conditions related to the environmental management of a mine. EAs are granted and regulated by the Queensland Department of Environment and Resource Management (DERM). An annual return associated with the current EA conditions is required to be submitted to DERM. However, no annual returns were available to AMC. The annual return would typically describe any instances of non-compliance with EA trigger limits, for example, for surface receiving waters and groundwater.

Pajingo has reportedly passed a recent environmental audit conducted by DERM personnel and there have been no instances of non-compliance with water quality release criteria during the 2010/11 wet season. There are reportedly some ongoing minor issues with the site sewage treatment system.

Previous non-compliance (DERM reportable) incidents have occurred at PGM associated with seepage to surface water from the K-Dump and Scott Lode waste rock dump. These non-compliances appear to have been resolved by remedial works. However, site water quality monitoring programmes indicate that naturally acidic surface water occurs at the site which is not related to site activities. This makes compliance with the current EA water quality conditions difficult to meet and site personnel have

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utilised alkaline treatment of surface water to ensure that Pajingo remains in compliance with the conditions of the EA. The limited background water quality data for the site means that the calculation of water quality trigger values as required by the EA is currently not possible. Pajingo is working with DERM to resolve these issues.

3.10.3 Project Infrastructure

Key project infrastructure elements associated with the environmental component of this review include:

Underground mines.
Open pits.
Waste Rock Dumps (WRDs).
Tailings Storage Facilities (TSFs).

In terms of risk and potential for environmental impact, the underground mines and open pits generally have a lower risk profile than WRDs and TSFs.

3.10.4 Waste Rock Dumps

Waste rock at the Pajingo site has historically been generated from Scott Lode and Cindy pits and was disposed of in the Scott Lode and Cindy WRDs.

The Scott Lode WRD has been rehabilitated and revegetated, although some maintenance work was completed during 2011 to repair the main drainage line. At the time of the site inspection (and from recent aerial photographs) it is clear that significant erosion is occurring on the batter slopes. Some potentially acid forming (PAF) waste rock material is encapsulated in the dump; hence, it is likely that further works will be required to address longer-term closure issues of the dump.

Rehabilitation of the Cindy WRD was completed in approximately 1996 and has largely been successful.

K-Dump is located close to Scott Lode WRD and has previously been used to store waste rock and low-grade ore. Most of the ore has been removed and processed, but in February 2010 acidic (pH 2.57) seepage originating from K-Dump was identified. Remedial works to redirect clean water around K-Dump and rectify the ponding issue at the back of K-Dump have been completed. It is planned to monitored the performance of the remedial works and identify if any improvements are required to increase the effectiveness of the drainage structures.

The Vera WRD has not been rehabilitated and contains material as it is removed from underground during mining activities. Approximately 1.3 Mt are contained within the dump, although material is periodically removed and added to meet operational requirements. It is expected that approximately 0.9 Mt of material will remain on the surface at the completion of mining. The majority of this material is comprised of the run-of-mine embankment, and will be sampled to assist with determining post closure uses and rehabilitation requirements.

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Mining also occurs at the Janet ‘A’ open pit and is proposed at the Nancy, Venue and VNU open pits. The current plan is to approach each WRD on a facility by facility basis, with detailed rehabilitation planning undertaken for each section of that landform as required, ensuring that the most appropriate plan is developed to suit each area, and is relevant to the conditions specific to that area.

3.10.5 Tailings Storage Facilities

Tailings generated at PGM are currently pumped to the Turkeys Nest TSF. A design for Lift 7 of the TSF has been commissioned to provide additional tailings storage capacity of approximately 14 months.

A project to increase the tailings storage capacity of the Scott Lode TSF is also planned by designing a buttress to provide an additional 12 months of tailings storage. It is understood that an application for this course of action has been made to DERM and that an approval decision is pending. The likely cost of the additional storage is likely to be $1M.

Results for geochemical tests on tailings materials at Pajingo indicate that their acid forming potential is variable, but at least some of the tailings are PAF. Both PAF and non-acid forming (NAF) tailings are a potential source of neutral mine drainage containing elevated concentrations of some metals and sulphate salts. It is understood that hydrogeological assessment work will be completed by Pajingo as part of the approval process for a further lift of the Scott Lode TSF. It is important to understand the potential groundwater impacts of any seepage from the tailings stored at both Scott Lode and the Turkey Nest TSFs.

The final closure and rehabilitation of Scott Lode Pit TSF and the Turkeys Nest TSF is currently being investigated as part of a three year PhD research study, and includes field trials for cover and rehabilitation requirements.

3.10.6 Environmental Management Practices and Reporting Procedures

The site has a full-time Environmental Officer and Environmental Technical Officer. Pajingo also has a site-specific environmental management system (EMS) and associated documentation.

Pajingo has an environmental monitoring programme in place that is documented in the EMP and PoO to address the requirements of the current EA. In AMC’s opinion, the monitoring programme is adequate to monitor environmental performance at the site give the scale of the operation and the sensitivity of the downstream environment.

Pajingo submits an annual return to DERM regarding performance against compliance criteria documented in the EA. Any other DERM reporting requirements detailed in the EA are generally triggered by any incidents involving any exceedance of specific conditions of the EA (e.g. surface water quality). Monthly executive reporting is also undertaken with reports being reviewed by senior Pajingo Management. A review of four monthly executive reports from the past 10 months indicates that these reports contain limited information on site environmental issues. The reports do however confirm that

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the number and type of environmental incidents for the period were small and relatively minor in nature (e.g. oil spills).

The EA for Pajingo stipulates that the weak acid dissociable (WAD) cyanide concentrations in the tailings surface liquor must not exceed 50 mg/l. In addition, eight samples of tailings per 100,000 tonnes of tailings pumped to the TSF must be taken and subjected to geochemical testing. Kinetic tests are also required for any identified PAF materials. The documentation available to AMC, including monthly executive reports, contains no information as to performance in this area and ongoing compliance with these EA conditions.

3.11 Capital and Operating Costs

3.11.1 Capital Costs

Pajingo has a capital budget of $41M for the mine in FY2012, comprising purchase and leasing of new mobile equipment, which will be partially offset by sale of some surplus equipment, capital development and underground diamond drilling.

Capital expenditure totalling $3.5M has been scheduled for expenditure in FY2012 for the processing plant. This capital will complete the re-commissioning of the second mill and oxygen addition to the leaching circuit as well as necessary replacement and refurbishment of various pieces of equipment. Approximately $1M will be for earthworks on the Scott Lode TSF Stage 1 Embankment for increasing the current tailings storage capacity. Further expansion of the tailings storage facilities, such as Scott Lode TSF Stage 2 Embankment, will be required for the current long-term mine plan.

Pajingo’s exploration budget for FY2012 is $2.7M for the mine and $2.8M for regional exploration.

AMC considers that the proposed FY2012 capital budget is realistic and that a similar level of expenditure will be required in 2013, after which sustaining capital is expected to progressively decrease.

3.11.2 Operating Costs

Mining costs were high in 2010-11 at approximately $100/t for underground ore and $100/t for open pit ore. As the new mining equipment is introduced and the production rate increases, AMC expects the unit cost to gradually drop to about $80/t. Cracow Gold Mine, which is very similar in mining method and output to Pajingo, is expected to have a similar unit cost in the coming year.

Open pit unit costs of total material mined are expected to continue at about $4.50/t to $5.00/t, depending on the haul distance for waste. The unit cost for ore will vary, depending on the stripping ratio at the time. The stripping ratio of the new open pits scheduled for the next five years ranges from 12:1 to 25:1, with an average of approximately 18:1.

The processing unit costs are predominantly fixed, with few variable inputs, due to the spare milling capacity of the processing plant. Escalating prices, particularly for power

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and reagents, have also contributed to the relatively high unit processing cost of $42/t in FY2011. Unit costs will only reduce slightly as the mill throughput increases.

Administration costs (including environment, OH&S and overheads) are largely fixed and so the total cost should only increase marginally with increasing production. In FY2011 total cost was approximately $16/t and this can be expected to gradually drop as production increases. Conquest has assumed some efficiencies in the future and AMC considers that this is realistic with improved management practices.

3.12 Pajingo Modelling Scenarios

AMC has prepared two modelling scenarios for Pajingo.

Case 1 underground mining production plan is based on the 30 June 2011 ore reserves, plus substantial additional material from an inventory of non-reserve material (prepared by Conquest, which AMC accepts is reasonable), remnant material, and mineral resources yet to be fully evaluated for mining. A small amount of material is included from assumed exploration success in Year 5.

AMC’s open pit mining plan for Case 1 is based on the 30 June 2011 ore reserves and Conquest’s estimate of non-reserve material and additional mining inventory in the designed pits (Janet A, Venue, VNU and Nancy North).

Case 2 extends the Case 1 underground and open pit production plans by one year. The additional open pit production is assumed to come from a new pit on one of the current exploration targets at a similar grade and stripping ratio as the other pits.

The mining inventories used in both Cases are shown in the Table 3.10.

Table 3.10 Case 1 and Case 2 Mining Inventories for Pajingo

Source		Case 1			Case 2
	Tonnes (Mt)	Au (g/t)	Au (Moz)	Tonnes (Mt)	Au (g/t)	Au (Moz)
Ore reserves - Underground Non-reserve material - Underground Ore reserves - Open pits Non-reserve material – Open pits	0.52 1.71 0.34 0.17	6.5 5.5 2.8 3.9	0.11 0.30 0.04 0.02	0.52 2.21 0.34 0.25	6.5 5.5 2.8 3.6	0.11 0.39 0.04 0.03
Total	2.74	5.3	0.46	3.32	5.2	0.56

In both cases, the mill throughput rate has been increased progressively from 0.45 Mtpa in 2012 to 0.59 Mtpa in 2014 to compensate for declining feed grades. A metallurgical recovery of 95% has been assumed in both cases.

The underground mining unit costs are initially based on recent performance, but decrease as the underground mining fleet is updated with new equipment. Open pit mining unit costs are based on those provided by Conquest, but adjusted by AMC to reflect the actual stripping ratios each year.

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Processing unit costs reflect recent performance initially, but decreases slightly as throughput increases. Administration unit costs are also adjusted in accordance with throughput to maintain a fairly constant total cost, but with the benefit of some efficiency improvement.

Sustaining capital costs are based on Conquest’s FY2012 budget and adjusted in future years to ensure that underground capital development and exploration drilling is maintained at an adequate level. AMC has included the cost of open pit development in the open pit operating costs.

Closure costs of $9.4M have been included in both cases.

3.13 Risks

The main risk at Pajingo is that of future ore sources, which is typical of this type of epithermal vein gold operation. However, the mine has substantial inferred resources and many prospective targets, so provided that an aggressive exploration and infill drilling programme is maintained, the production targets in both modelled scenarios should be achieved.

The other significant risk is that of gold price. The mine has relatively high operational costs and modest gold grades, so a substantial fall in the gold price would threaten viability. There are opportunities to decrease costs by capital expenditure on new mining equipment and increasing the mill throughput to better utilise the existing plant capacity.

An absence of metallurgical testwork on new orebodies, both underground and open pit, is of some concern as any drop in gold recoveries reports straight to the bottom line.

Lack of timely approval from DERM for Scott Lode Pit Stage 2 Embankment could present issues with future tailings disposal capacity, but this should be resolved.

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4 MT RAWDON GOLD MINE

4.1 Location and Background

Mt Rawdon open cut gold mine is situated in southeast Queensland, approximately 80 km southwest of Bundaberg and 300 km north-northwest of Brisbane. Access to the mine is from Gin Gin on the Bruce Highway via a sealed road for 52 km to the township of Mt Perry, and then southeast for 18 km on a gazetted, but mostly unsealed road (Figure 4.1).

The deposit is located beneath the southern side of Mt Rawdon, which is located between Mingham Creek and the Perry River, both of which drain to the Burnett River.

Figure 4.1 Location of Mt Rawdon Gold Mine

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Construction of the Mt Rawdon project commenced in early 2000 and was commissioned in January 2001. In 2001, the owner at the time (Equigold NL) completed a diamond drilling programme immediately below and adjacent to the operating pit, which increased the ore reserves from 22.8 Mt to 45.9 Mt. In 2005, a redesign of the open pit (involving a change in cut-off grades and steeper ultimate pit wall angles) increased the reserves even further.

Lihir acquired the operation during a merger with Equigold in 2008. On 7 July 2009, the operation celebrated 25 t of gold poured. In 2010, a merger with Newcrest saw new management installed and a new resource model completed in October 2010.

Based on the current life-of-mine plan, the mine is scheduled to cease production in 2019 with milling of low-grade stockpiles continuing into the first half of 2020.

The Mt Rawdon operation takes place on nine Mining Leases (ML’s) occupying a total area of 19.6 km[2] within Perry Shire. The company also holds five Exploration Permits for Minerals (EPMs). The area under tenement totals 680 km[2] and is shown in Figure 4.2.

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Figure 4.2 Mt Rawdon Tenements

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N
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The mining leases were granted between 1974 and 2001, and are all registered in the name of LGL Mt Rawdon Operations Pty Ltd (LGL-MROPL). Expiry dates on the tenements range from May 2013 to April 2023 (Table 4.1).

The Mt Rawdon Mining Leases are totally enclosed by EPMs with expiry dates between 2011 and 2015. Reviews are in hand to assess the viability of retaining all 213 sub-blocks currently held. Expenditure on EPM tenements in 2009 and 2010 has met and exceeded minimum commitment levels overall, with an underspend on EPM 10566, and all other EPMs showing higher than the required minimum expenditure

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than the minimum level over the two years viewed. Mining and ore processing infrastructure is contained within the mining lease areas.

Table 4.1 Mt Rawdon Tenement Holding

Tenement	Prospect Name	Expiry Date	Area	Rent	Holder/Manager
ML 1192	Hopeful	31/05/2013	1.8 HA	$93.80	LGL-MROPL
ML 1203	West Ridge	31/01/2020	0.4 HA	$46.90	LGL-MROPL
ML 1204	Mt Rawdon	31/01/2020	2.0 HA	$93.80	LGL-MROPL
ML 1206	Swindon	30/09/2022	41.8 HA	$1,969.80	LGL-MROPL
ML 1210	Hut	30/04/2023	16.0 HA	$797.30	LGL-MROPL
ML 1231	Overflow II	31/08/2022	8.0 HA	$351.60	LGL-MROPL
ML 1259	Rawdon	31/05/2013	593.7 HA	$27,858.60	LGL-MROPL
ML 50119	Rawdon Ext.	31/01/2014	485.5 HA	$22,793.40	LGL-MROPL
ML 80095	Rawdon Ext.	31/05/2013	865.8 HA	$40,615.40	LGL-MROPL
EPM 9563	Mt Shamrock	02/11/2011	9 Sub-blocks	$1,110.15	LGL-MROPL
EPM 10566	Outer Rawdon	31/12/2011	79 Sub-blocks	$9,744.65	LGL-MROPL
EPM 18173	South Burnett	18/02/2015	54 Sub-blocks	$6,600.90	LGL-MROPL
EPM 17455	Paradise East 2	03/07/2013	47 Sub-blocks	$5,656.45	LGL-MROPL
EPM 17302	Yeatman 2	22/05/2013	24 Sub-blocks	$2,960.40	LGL-MROPL

Note: LGL-MROPL – abbreviated for LGL Mt Rawdon Operations Pty Ltd.

4.2 Geology

The Mt Rawdon deposit is located at the southern end of the Carboniferous Coastal Block. The deposit is located in a dilational jog at the intersection of the Mt Rawdon Fault (a fault parallel to the north-northwest trending Perry Fault) and the east-north-east trending Swindon Fault. The gold mineralisation is hosted within the Late Triassic Aranbanga Volcanic Group, a volcaniclastic sequence that strikes northeast and plunges to the southwest.

Locally, the Aranbanga Group consists of sequence of volcaniclastics intruded by a multi-phased dacite stock. The volcaniclastics are also dacite to rhyrodacite rich and have polymictic, matrix supported and poorly sorted textures. The intruded pile and the intrusive stock are considered genetically linked and are both intruded by acidic to basic un-mineralised dykes and plugs, which are either syn or pre mineralisation.

The alteration and mineralisation at Mt Rawdon result from multi-stage events which overprint the volcaniclastic sequence, the dacite suite, and to a lesser extent the trachyandesite suite. The effects of the various stages of alteration on the different rock types within the deposit have resulted in a wide range of alteration rock types. The mineralisation is considered synchronous and subsequent to most of the intrusive activity. All of the major rock types within the deposit are mineralised to some degree.

An intrusive dacitic dome feature with associated andesite and trachyandesite dykes occurs south of the main mineralised zone. The contact is steeply dipping and the margins are brecciated. This area generally hosts the highest grade gold mineralisation.

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The surface extent of mineralisation forms a roughly ovoid zone of 200 m x 300 m with gold grades greater than 0.7 g/t Au (Figure 4.3).

Figure 4.3 shows a generalised mine geology of Mt Rawdon Mine in plan.

Figure 4.3 Generalised Geology in Plan

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Source: MRO Operations May 2011.ppt.

The gold mineralisation is associated with pyrite and minor base metal veining, and to a lesser extent with disseminated pyrite and base metals. The mineralisation zone contains 1-3% disseminated pyrite.

Within the Mt Rawdon deposit, the gold grades generally increase with increasing pyrite content and sulphide veining. The pyrite is present in three forms: an early disseminated phase, followed by sulphide veining and finally breccia veining.

Veinlets are a significant host to the gold mineralisation and carry pyrite and minor galena, chalcopyrite, sphalerite, arsenopyrite and free gold. Veinlet widths rarely exceed 5 mm. Approximately 72% of the gold is hosted within pyrite and base metal veinlets, with the rest contained in the surrounding disseminated sulphide mineralisation. However, the grades of Cu, Pb, Zn and As are not considered significant to the operation.

Figure 4.4 shows a generalised east-west cross-section of the Mt Rawdon Mine coloured by gold grade contours.

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Figure 4.4 Generalised Cross-Section (Looking North)
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TRAC = Trachyandesite FDAC = Fragmental Dacite

Gold and electrum occurs as free grains within base metal sulphides and fractures within pyrite. On close inspection, hand specimens grading greater than 5 g/t Au generally contain visible gold. In thin sections, gold is apparent in most intervals with gold grades greater than 0.2 g/t Au. Microprobe analysis indicates two populations of gold grain sizes. The first population has a gold grain size ranging from 348-881 microns, with the second gold population having grain sizes in the 10-30 microns range. Approximately 10% of the recovered gold comes from a gravity circuit. Silver is considered a credit element.

4.3 Mineral Resources and Ore Reserves

4.3.1 Data Available

The Mt Rawdon deposit is defined by over 400 drillholes of which approximately 15% are diamond drillholes, with the remaining holes being drilled using reverse circulation and percussion methods. All samples have been analysed for gold and silver, with selective analysis for base metals.

Historical drilling at Mt Rawdon from 1979 to 1984 comprised open hole percussion (rotary drilling) and limited diamond core drilling. There is uncertainty regarding the quality of sampling of the early rotary drilling. However, these holes now constitute only a small part of the total database and AMC does not believe that they will have any material effect on the current resource estimates.

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Drilling completed post 1984 (Placer Pacific and Equigold) was audited by external consultants in 2000 and found to be of suitable quality and that appropriate diligence had been exercised. In 2000, approximately 30% of the resource database was Equigold data.

In 2009, the results of an additional 39 resource definition drillholes were added to the database, a new resource model and a pit re-optimisation study completed.

4.3.2 Resource Estimation

Resource estimates were updated in October 2010 using 457 drillholes. Drillholes were composited to 6 m lengths producing 7,347 samples to be used in the estimation. Estimation was constrained using 3D geological wireframes.

Ten lithological domains, two geographic zones (north and south) and three zones of oxidation were created to control the domaining of lithology and grade domains. A grade envelope was established to constrain the area to be estimated.

In the October 2010 resource model, gold and silver were estimated using ordinary kriging into a regular block size of 10 m x 10 m x 10 m. A minimum of six samples and maximum of 16 samples were used. Estimation was conducted in two passes with initial search ellipses of 310 m x 120 m x 120 m which was expanded to 450 m x 245 m x 245 m for the second pass.

As well as gold and silver, additional fields were added for waste rock categorisation, bulk density, lithology, oxidation state, resource classification and an area domain.

Bulk density values used in the current resource model are based on the average values of each weathering domain, taken from diamond drill core. The method for determining bulk density has changed over time where:

Previous to 2000, Placer had used a non-standard variation on the immersion method to determine a bulk density (1,433 samples).
Between 2000-2006, the method used was the displacement method (where Bulk Density = Mass(g)/Volume Displaced (cc)); (2,128 samples).
From 2007 onwards, the immersion method has been used (where SG = Dry Weight/Dry Weight-Immersed Weight); (2,501 samples).

4.3.3 Classification and Reporting

The mineral resource at June 2011 is shown in Table 4.2. The estimate is based on a resource model prepared by Newcrest in October 2010 (2010 Surpac Resource Model mrooct10.mdl) depleted against the forecast face position by mining at end June 2011, and further constrained by a wireframe representing an optimised pit based on a Whittle shell at a US$1,200/oz gold price at an exchange rate of A$1.00 = US$0.75.

The resource within the pit has been reported at a cut-off grade of 0.38 g/t Au and includes the resource that has been converted to ore reserve. Classification of the

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resource is based on drillhole density and the number of samples used to estimate the block. The measured resource is stockpile material (note that the resource published by Newcrest did not include this stockpile material.

Table 4.2 Mt Rawdon Mineral Resource at 30 June 2011

Resource Classification	Tonnes (Mt)	Au (g/t)	Ag (g/t)	Au (Moz)	Ag (Moz)
Measured Indicated Inferred	0.2 36.3 0.2	1.10 0.87 0.64	1.87 2.43 2.00	0.01 1.02 0.00	0.01 2.84 0.01
Total Resource	36.7	0.87	2.42	1.03	2.86

AMC was provided the model mrooct10BM, the US$1,200 optimised pit wireframe, and the appropriate mining surfaces at 30 June 2011. AMC conducted a check of the resource estimate using an alternative evaluation process to that used by Newcrest. The check results were consistent with those produced by Newcrest.

Historically, the resource model has consistently underperformed with respect to the mill reconciliation, manifesting itself both in increased tonnes being mined in comparison to model estimates, and higher mill feed grades in comparison to mine head grades. Since November 2010, the new resource model has been used for planning purposes. Monthly mine reconciliation reports for the last 12 months show mine grades to be an average of 4% above mill grades, and contained gold mined an average of 14% above the contained gold in mill feed.

Reconciliations between the mine and mill are complicated by intervening stockpiling which played a large part over the extended FY2011 wet season. For the previous 11 months, four months gave negative mine grade reconciliations against mill head grade, while seven months gave positive reconciliations for the mine.

Positive tonnage reconciliations have been verified by a grade control programme conducted with blast hole sampling using 3.2 m x 3.6 m patterns (within areas defined as ore in the block model), compared to the original resource drilling conducted on 35 m x 35 m and 50 m x 50 m patterns. The higher than expected gold grades in the mill are most likely a result of a nugget-effect associated with free coarse gold causing difficulties in being able to adequately model gold distribution.

The grade control model has been compared to the October 2010 model and the comparison to date has found that at economic cut-off grades, the grade control model reports higher mean grades and contained more metal than the block model in equivalent areas. This finding is consistent with historical mine to mill head grade comparisons.

Mining of ore is also controlled by the grade control programme to define ore boundaries. Monthly reporting for FY2011 shows that with respect to the previous model, small areas of ore above the mining cut-off grade (205-210 mRL) were defined by grade control that were not part of the resource model, while areas in the western cutback 60-80 mRL were converted to waste; and an area in the southeast of the pit

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between 50-60 mRL was converted to higher grade ore by grade control drilling. This situation continues with the new model, and minor differences in grade are apparent in areas in the southeast between 40-60 mRL and in the northern cutback between 180-190 mRL.

Mill reconciliation in the future will continue to rely on issues related to the ratio of historical to recent drilling, drilling density, distribution of free gold and changes in the style of mineralisation with depth.

4.3.4 Conclusion

In AMC’s opinion, the Mt Rawdon mineral resource is well understood and the current resource estimate appears to have been generated with due care. Historical reconciliation results suggested that previous resource models consistently underestimated both tonnes and grade. The new 2010 resource model seems less consistent based on recent reconciliations, but AMC does not consider this to be a material deficiency.

AMC concludes that the 30 June 2011 Mt Rawdon mineral resource estimate has been prepared using acceptable industry practice and that the classification of the estimate as measured, indicated, and inferred resource is appropriate. In AMC’s opinion the mineral resource estimate has been prepared by a Competent Person in accordance with the JORC Code.

4.3.5 Potential for Additional Resources

The structural and lithological controls on the Mt Rawdon gold mineralisation appear to bound the mineralisation within an inlier, and limit its cross-strike and along-strike potential in the immediate vicinity of the mine.

Potential exists to increase the resource and reserve at Mt Rawdon at depth and down plunge to the south and southwest of the main pit along the contact between the fragmented dacite and main dacite body. The Mt Rawdon mineralisation is currently open at depth. The stripping ratio and average gold grade pose the most significant issues to the viability of mining at greater depth.

Three drillholes totalling 2,400 m are planned as part of a resource definition drilling programme to test the southern extent of the resource envelope, and for indications of a feeder structure at depth. A current step out drillhole of 160 m to the south and down-plunge of known mineralisation is being drilled to a depth of 900 m to test for alteration and host rock continuity.

4.4 Ore Reserves

Ore reserves reported by Newcrest at 30 June 2011 are shown in Table 4.3. They are based on a cut-off grade of 0.4 g/t Au contained within a pit design revised in February 2011. The ore reserve is based on metal prices of US$850/oz Au and US$13.50/oz Ag at an exchange rate of A$1.00 = US$0.75. The reserve includes 220 kt of stockpile material which is classified as Proved. All in-situ reserve is classified as Probable.

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Table 4.3 Mt Rawdon Ore Reserve at 30 June 2011

Reserve Classification	Tonnes (Mt)	Au (g/t)	Ag (g/t)	Au (Moz)	Ag (Moz)
Proved Probable	0.2 31.8	1.10 0.89	1.87 2.46	0.01 0.91	0.01 2.52
Total Reserve	32.0	0.89	2.46	0.92	2.53

AMC has reviewed the input parameters to the cut-off grade calculation and the pit optimisation on which the reserve is based. Although the metal prices and exchange rates appear to be out of line with current values, AMC considers the combined effect results in reasonable inputs to the reserve estimation process.

Further extensions to the size of the pit are limited by the presence of main mine infrastructure which would be very costly to relocate. This has been accounted for in the pit optimisation by designating appropriate blocks as “heavy blocks”, which carry the cost equivalent of relocating this infrastructure.

The maximum mining rate was limited to 20 Mtpa total ore and waste, and the processing rate was limited to 3.6 Mtpa. Substantial capital investment would be needed to remove these constraints and this is not considered to be economic with the current reserve at forecast metal prices.

Loss and dilution factors were set to zero, based on historical positive reconciliations for tonnes and grades. Mining costs have been updated to reflect recent performance and the current contract rates.

AMC understands that non-reserve material above a cut-off grade of 0.31 g/t Au within the pit will be stockpiled for processing at the end of the mine life, providing the opportunity to extend the processing operation by approximately 15 months. AMC supports this strategy which is intended to maximise value within the processing constraint.

4.4.1 Conclusion

In AMC’s opinion, the 30 June 2011 ore reserve for Mt Rawdon has been prepared using acceptable industry practice and that the classification of the ore reserve estimate as proved and probable is appropriate. In AMC’s opinion the estimate has been prepared by a Competent Person in accordance with the JORC Code.

4.5 Mining Operations

Mining at Mt Rawdon uses conventional drill, blast, load and haul techniques. The main earthmoving operation is carried out by a mining contractor Golding Contractors Pty Ltd (Golding) under a schedule of rates contract. Golding has been involved since the inception of operations. Other contractors involved in mining operations are:

Drilling – Rock Australia (replaced Hughes in January 2010).
Blasting – Orica.
Other earthworks (including expansion of TSF) – BDN Earthmoving.

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A major change to operations has recently occurred, with all mining activities now on a continuous roster, which removes a significant constraint on material movement. This has required an increase in manning levels with a commensurate cost increase. Accommodation pressure may require the establishment of additional accommodation in Mt Perry. A Single Persons Quarters is being considered.

At the time of the site visit, the pit was virtually waste bound, with ore supply expected to be tight for the current quarter. The mining schedule has been re-optimised to defer some waste mining and expose more ore in the short term. The pit is expected to be mainly in ore by the end of December 2011.

Bench by bench grade control incorporates assaying blast hole drill cuttings. These are assayed for gold in an on-site laboratory. Blasting is carried out on a 10 m bench with subsequent mining on 3 m x 3.5 m flitches.

Ore is fed to the primary crusher direct from haul trucks and by front end loader from stockpiles. Oversize rocks are stockpiled and broken by a rock breaker. Low grade ore is currently stockpiled for future processing, either to overcome shortfalls in pit production or when the pit is exhausted.

A Ground Management Plan exists and a Geotechnical Risk Assessment was conducted in January 2007. A Draft Slope Stability Management Plan was prepared in April 2006. There has been a modest failure in the north wall and the east wall is being monitored for potential structural failures. A comprehensive database of rockfall events is maintained. Cable bolting is done on final pit walls as required.

AMC considers that with a continuation of current practices, geotechnical risks to the operation are low.

The mine has an excellent safety record and has been Lost Time Injury (LTI) free for over two years.

Short term mine planning is carried out on site. The current life-of-mine plan was developed by IMC Consultants in early 2011, based on an optimised pit design, using inputs provided by Newcrest. The stages of the optimised pit with gold grades are shown in Figure 4.5.

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Figure 4.5 Pit Stage Sequence with Gold Grades

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4.6 Metallurgy and Processing Operations

4.6.1 Introduction

The plant is a typical gold operation employing conventional gold-ore processing technology comprising:

Crushing (2-stage).
Milling & Classification.
Leach/Absorption.
Tailings Disposal.
Elution/Carbon Regeneration.
Gold Room.

The process plant treats ore from a single open cut deposit. The host lithologies for the gold and silver mineralisation are volcaniclastic and dacite rock types. Volcaniclastic ore tends to be blockier and harder than the dacite. Blending is performed when possible to reduce the variation in the run-of-mine size distribution and ore hardness presented to the primary crusher.

4.6.2 Historical Production

The annual production data for the past four years of operation is presented in Table 4.4, together with the corresponding budget targets for FY2012. The majority of this information has been sourced from monthly production reports. These reports had been prepared as either calendar or financial year periods depending on the mine owner

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at that time. Where data was not readily available from these monthly reports, the required information was provided by site personnel. The major points of interest are:

Annual throughputs over the past four years have averaged 3.45 Mt. The plant treated 3.52 Mt of ore during FY2011. This throughput was hampered by the construction of the open pit cut-back resulting in ore supply disruptions and limiting the scope for blending of the host lithologies. In addition to the feed disruptions, high rainfall resulted in elevated water levels within the tailings dam requiring a plant shutdown for a 10 day period to restore the buffer capacity within the dam.
Annual gold production has declined significantly over the last four years. With throughputs and gold recovery largely unchanged, the declining feed grade to the process plant is the major contributor to the fall in gold production.
The annual production results indicate that the unit cost of ore treatment has steadily increased over the past four years. The processing cost for FY2011 represents a 29% increase over that experienced for FY2008. Comparison of the budget and actual processing costs for full year production generally shows good agreement.

Table 4.4 Mt Rawdon Historical Production and FY2012 Budget

Parameter	Units		Financial Year	Financial Year	Financial Year
		2008	2009	2010	2011	2012
Ore Milled (dry)	kt	3,519	3,356	3,392	3,515	3,653
Gold Grade (recon.)	Au g/t	1.14	1.06	1.03	0.88	1.00
Gold Recovery	%	90.2	90.2	90.6	89.8	90.2
Gold Recovered	oz	115,792	102,779	100,703	89,637	106,137
Gold Poured	oz	115,069	103,266	100,673	89,181	–
Mill Cost (actual)	$/t	7.07	8.01	8.38	9.15	–
Mill Cost (budget)	$/t	7.41	7.83	8.5	8.75	9.40
Difference`-`actual vs budget cost	%	(4.6)	2.3	2.4	4.6	–

4.6.3 Gold Recovery

The annual gold recovery values obtained for the past four years have been consistent, ranging from 89.8-90.6%. Leach test results on future ore supplies from the pit were not provided for review. In terms of setting gold recovery targets for budget purposes, mine operating personnel have developed the following relationship between gold recovery and the modelled feed grade, and this is considered satisfactory by AMC for predicting future recoveries.

Gold Recovery% = (6.474*Gold Grade in g/t+83.731)-1)/100

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4.6.4 Future Production

The life-of-mine plan shows future annual ore throughputs of 3.63 to 3.64 Mt, which seem slightly optimistic based on historical production. However, the change to a 7-day continuous roster in the open pit should eliminate ore shortages at the weekends, and reduce run-of-mine re-handle, making the targets achievable.

4.7 Waste Rock and Tailings Storage

Additional waste dump and storage capacity will be required over the remaining mine life. In the short term, the walls on the TSF can be raised, but eventually new locations may be required for tailings storage and a new waste rock dump. These are not expected to present any permitting issues.

4.8 Infrastructure and Power

A new supply contract has been signed with Origin Energy to 31 December 2012 with potential for $1.4M in savings over that period. The current connection and access agreement with Ergon has been extended until 30 June 2012, and is subject to further current discussions.

Power supply is at 66 kV from Gin Gin. The transmission line to site has limited capacity and any upgrade would be very expensive. The existing incoming site transformer is planned to be replaced.

Water is sourced from the site weir (Perry weir), and from the Burnett River at Paradise Dam. The water supply from the Burnett River is based on two contracts, a base supply contract, and a priority contract if additional water is required. The Perry weir overflowed recently, and when full, nominally has sufficient water for a year.

The main access road is prone to flooding during high rainfall events, but the durations are quite short and have not caused serious disruptions to site operations. In addition to the main access road, there is an emergency road which is rarely used.

Communications with the mine site is via a Telstra microwave link to Mt Perry, which can be affected periodically by storm damage. There is no reliable mobile service on site.

4.9 Environmental and Community Issues

4.9.1 Surface Water and Stream Sediments

An overflow event from a set of dams during extreme weather conditions occurred in December 2010. Some of the dams were known to contain levels of contaminants above trigger values set out in the Environmental Authority for the Project. It is noted that receiving waters were likely to be in flood or in high flows at that time, due to the extreme weather conditions.

Subsequent and ongoing surface water monitoring downstream of the mine has been carried out by the Mt Rawdon mine. A review of the cyanide monitoring results

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presented in the January 2011 indicated that all sampling results were less than 0.004 mg/L weak acid dissociable (WAD) cyanide concentration in Twelve Mile Creek or Perry River downstream of the project. One sample (out of six) provided a result of 0.01 mg/L WAD cyanide was recorded in Rawdon creek downstream of the project. This result exceeds the ‘impacted storm water contaminant release limit’ of 0.007 mg/L WAD cyanide provided in the Environmental Authority for the project.

The issue of potentially greater concern is that no stream sediment sampling has been completed. As such, there is potential risk of stream sediment contamination downstream of the project. While this risk may not necessarily have a high likelihood, or large extent (it is likely that any contaminated sediments would be trapped by the Perry River Dam) the risk remains uncharacterised, and the potential cost of remediation or rehabilitation of a stream or streams could be significant in a worst case scenario.

4.9.1.1 Groundwater Issues

The Annual Returns for the mine note exceedance of groundwater quality criterion for a number of bores, and also report that this has been an ongoing issue.

A high level review of the geochemical report was carried out. The report concludes that there is evidence of groundwater issues and potential impacts to the groundwater system from the operation of the mine, and that the issues are likely to continue with ongoing operations.

The report also identified potential impact management options/strategies for the operation and mine closure phases. A preferred option was not identified. The groundwater management measures have not been specifically included in the financial assurance calculations, although some of the rehabilitation and remediation measures included in the financial assurance calculation (e.g. remediation of the tailings storage facility) are likely to at least partially address the groundwater issues.

Additionally, if requested or directed by the Department of Environment and Resource Management (DERM), the cost of the remediation of a contaminated groundwater system could be significant, but are unknown at this point.

4.9.1.2 Mount Perry Dam

The Mount Perry Dam is owned and operated by Newcrest Mining Ltd for the Mt Rawdon Gold Mine.

A failure Impact Assessment was completed in 2011 and was accepted by the A/Director of Dam Safety (assigned as delegate for the Chief Executive) of DERM on 18 April 2001. The dam has been given a failure impact rating of Category 1 and is therefore a referable dam. Dam safety of referable dams is regulated to protect the community from dam failure. The chief executive of DERM is responsible for regulating referable dams.

Draft Safety Conditions for the Perry River Dam were reviewed as part of AMC’s review. The draft conditions include a number of activities and reports that must be completed

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by 31 August 2011, 1 November 2011, and 30 November 2011. Of particular interest is the requirement to demonstrate the spillway adequacy of the dam (by 31 August 2011).

The potential (worst case) implication of this requirement would be that the spillway is not of sufficient capacity, and some auxiliary spillway capacity would be required to be constructed for the dam. The cost for an auxiliary spillway or alterative management strategy (e.g. raising the dam wall) could be significant.

4.9.2 Mine Closure and Rehabilitation Costs

The 2010 Plan of Operations calculated the financial assurance for the operation at the end of 2012 to be $10,069,930 (inclusive of GST). However, a notice of acceptance for the Plan of Operations (including verification of the sum of financial assurance) has not been reviewed.

Newcrest has reported that a financial assurance of $12M has been lodged with the Department for Employment, Economic Development and Innovation.

4.10 Capital and Operating Costs

Rock excavation costs have steadily increased in recent years, reflecting the rising costs of inputs (labour, energy, and consumables) over the period. The life-of-mine plan prepared by Newcrest forecasts further increases from $2.90/t mined FY2012 to $4.70/t FY2018. Reflecting the increased depth of mining and the cost of extra personnel required for the new 7-day roster.

Total mining costs are expected to peak over the next two years due to the high stripping ratio and then reduce. Total mining costs decrease sharply from 2014 onwards. There are no capital costs associated with the contact mining operation.

Unit processing costs are projected to increase from $9.40/t milled in FY2012 to $10.30/t in FY2016. Unit milling costs are expected to reduce to $9.10/t and $7.80/t in the last two years of operation when processing lower grade stockpile material. The costs include the cost of cyanide destruction.

AMC considers Newcrest’s forecast of mining and processing cost to be realistic.

4.11 Mt Rawdon Modelling Scenarios

AMC has prepared a single modelling scenario for Mt Rawdon (Case 1), based on the life-of-mine plan prepared by Newcrest. The plan is based on the 30 June 2011 ore reserve estimate and envisages mining until 2018 and processing until 2020.

AMC has not changed the production plan except for the following minor changes to metal recoveries and costs.

The algorithm relating gold recovery to head grade has been used to forecast average annual recoveries, which are marginally lower than those in the life-of-mine plan. Metallurgical recoveries over the life of the plan average approximately 90%.

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The capital cost of the cyanide destruction plant ($2M) has been removed from the budget.
The increase in processing costs of $1.80/t associated with cyanide destruction has been removed from the budget.
A load and haul cost of $0.50/t has been applied to the low grade stockpile material to be treated after cessation of mining.
An amount of $5M has been added to the closure cost in addition to the guarantee lodged with the state government. The additional amount brings the total closure cost to $15M.

In AMC’s opinion, there are currently no additional mineral resources with a reasonable expectation of being mined to justify a Case 2 modelling scenario.

4.12 Risks

Overall, Mt Rawdon open pit operation is a stable 100 kozpa gold producer with positive community support. The greatest risk concerning the operation of the Mt Rawdon open pit involves maintaining a stable, high calibre workforce in competition with other mining operations in the region, and the new projects that will be actively recruiting such personnel. This may require the establishment of Single Persons Quarters in Mt Perry and the payment of higher remuneration, resulting in higher operating costs.

Geotechnical risks in the open pit will increase as the pit gets deeper, but these are expected to be manageable.

The main ore processing risk results from the lack of quantification of ore hardness as the pit develops. This limits the confidence in achieving the predicted grinding circuit throughput, in particular in several years time, following the cut-back.

Another significant risk is the potential for an environmental incident, notably any type of spill involving cyanide and any increase in wildlife deaths on or in the TSF.

The capacity of the spillway on the Mt Perry Dam is currently being assessed. The cost for an auxiliary spillway or alterative management strategy (e.g. raising the dam wall) could be significant.

The main geological risks are associated with the volatility in grade. Positive grade reconciliation appears to be dependent on mining activity in the vicinity of fragmented dacite intrusives in the southwest corner of the pit.

Exploration potential in the region is considered to be low.

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5 CRACOW GOLD MINE (QLD)

5.1 Location and Background

The Cracow Gold Project is operated by Cracow Gold Mine (CGM) and is located in the Cracow Goldfield in Banana Shire, approximately 1.5 km west-northwest of the town of Cracow and some 100 km south of Biloela, southeast Queensland. CGM is, in turn, operated by the Cracow Joint Venture (CJV), between Newcrest Mining Ltd (Newcrest) 70% and Catalpa Resources Ltd (Catalpa) 30%. Newcrest manages the CJV.

The historical Cracow Gold Field is located within the northern New England Fold belt on the western margin of the Connor-Auburn Arc. The location of the CGM tenements is shown in Figure 5.1.

The Cracow area hosts numerous deposits of current and historical importance. CGM has defined nine deposits for which current mineral resources have been estimated. There are other deposits adjacent to the main mineralised zones with exploration potential, and a large exploration area.

Figure 5.1 Cracow Location

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Source: Cracow Operations Overview November 2010.

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5.2 Geology and Resources

5.2.1 Leases and Tenure

The Cracow operation takes place on 18 Mining Leases (ML’s) listed below in Table 5.1. The mining leases were granted between 1974 and 2008. The Cracow Mining Leases are totally enclosed by EPM 15981, a permit of 179 sub-blocks which was granted on 26 February 2007 and has a current expiry date of 25 February 2012.

Table 5.1 Cracow Mining Leases

Lease	Project	Granted	Expiry	Area	Holder
EPM15981	Cracow	26/02/2007	25/02/2012	179 Sub- blocks	Newcrest Operations Limited
ML3219	Golden Mile	21/03/1974	31/07/2035	18.57 Ha	Newcrest Operations Limited
ML3221	Cracow Slimes	19/03/1981	31/03/2023	40.12 Ha	Newcrest Operations Limited
ML3223	Cracow Slimes West	27/09/1984	30/09/2026	1.131 Ha	Newcrest Operations Limited
ML3224	Cracow Slimes South	1/10/1984	30/09/2026	1.476 Ha	Newcrest Operations Limited
ML3227	Golden Plateau	5/06/1986	30/06/2028	110.9 Ha	Newcrest Operations Limited
ML 3228	Ferneyside	10/07/1986	30/07/2028	110.9 Ha	Newcrest Operations Limited
ML 3229	Rose’s Pride	10/07/1986	31/07/2028	98 Ha	Newcrest Operations Limited
ML 3230	White Hope	1/08/1986	31/07/2028	128 Ha	Newcrest Operations Limited
ML 3231	Cracow South	30/11/1989	31/07/2035	128 Ha	Newcrest Operations Limited
ML 3232	Excelsior Extended	1/10/1987	31/07/2035	28.8 Ha	Newcrest Operations Limited
ML 3234	Southern Tailings	1/12/1989	31/07/2035	16.2 Ha	Newcrest Operations Limited
ML 3243	Golden Pheonix	1/05/1989	30/04/2025	17.05 Ha	Newcrest Operations Limited
ML 80024	White Hope Extended	1/05/1994	31/07/2028	1.6 Ha	Newcrest Operations Limited
ML 80088	Royal Standard	1/09/2001	31/08/2022	85.2168 Ha	Newcrest Operations Limited
ML 80089	Klondyke	24/07/2003	31/07/2024	334.727 Ha	Newcrest Operations Limited
ML 80114	Infrastructure lease	1/11/2001	31/10/2034	33.0403 Ha	Newcrest Operations Limited
ML 80120	Cracow – Southern Royal	1/08/2005	31/07/2035	22.0503 Ha	Newcrest Operations Limited
ML 80144	Kilkenny	1/08/2008	31/07/2035	312.637 Ha	Newcrest Operations Limited

5.2.2 Geology and Exploration

The Cracow gold deposits are located within the northern New England Fold belt on the western margin of the Connor-Auburn Arc. Gold mineralisation occurs in structurally controlled, steeply dipping, quartz (carbonate), low sulphidation, epithermal, gold-silver deposits formed within lode channels in steep-dipping fault zones which range in strike from north-north-east to northwest. The main deposits occur within a zone approximately 6 km long x 2 km wide, although a number of other historical mines occur some kilometres to the east. The structural regime is developed within Permian

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andesitic lavas, tuffs and coarse fragmentals of the Camboon Volcanics Group. The regional geological setting is shown in Figure 5.2.

Figure 5.2 Relative Location of Cracow Mining Leases and EPM

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Source: AMC report 209056.
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CGM hosts numerous epithermal gold-silver deposits, including well known historical deposits such as, the Golden Plateau and the Golden Mile, which were part of the historical Cracow Goldfield.

The CGM resource is currently composed of nine deposits for which resources have been estimated. There are other deposits adjacent to the main mineralised zones and the larger exploration area with exploration potential. The location of the various deposits is shown in Figure 5.3. The deposits have widths ranging from less than 1 m to over 20 m and dip extents of up to 500 m (Royal Shoot). Hangingwall and footwall splay structures and stockworks are common and lodes can vary significantly in width over short distances.

Mineralisation can include what is termed a ‘bonanza event’ within a low-suphide quartz-carbonate-adularia banded vein and stockwork. Secondary structures occur as splays which are modelled in the stockwork domains. High grade mineralisation is developed in plunging shoots, mostly at changes of strike within the structure.

Faulting is present, which causes thickening and thinning of lodes and some offsets.

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The deposits with current mineral resources are: Royal, Crown, Sovereign, Klondyke North, Empire, Roses Pride, Kilkenny, Tipperary and Phoenix.

Figure 5.3 Location of Deposits

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Source: Cracow Operations Overview November 2010.

The Royal Shoot extends for 450 m in strike and 375 m in depth with an average thickness of 4 m up to a maximum of 20 m. Gold in the Royal Shoot is fine grained and occasionally clustered, resulting in visible gold. There are occasional very high gold grades.

The Crown Shoot was modelled for 475 m along strike and 500 m in depth and contains a high grade shoot. Crown contains a bonanza event.

The Sovereign Shoot of 400 m strike length and 380 m in depth, is located 400 m north of the Crown Shoot and is interpreted to be similar in a geological setting, however striking at about +45[o] to the Crown Shoot. The structure geometry shows flexures along strike resulting in splay structures. Between the main structure and the splays is brecciated and veined infill. Where best developed, these main shoot and splay intersections with infill breccia can result in mineralised widths up to 20 m. The Sovereign Shoot also contains a bonanza event.

The Klondyke North Shoot of 350 m in strike length and with a depth extent from surface to 1,950 mRL is located 200 m north of and on the same structure as the Royal Shoot. The Klondyke structure trends parallel to and approximately 80 m from the Crown

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Decline which connects the Royal and Crown shoots. The mineral resource model was depleted for the historical Klondyke mine workings.

Kilkenny is located 450 m west of the Crown Shoot and has splays with veining and mineralisation. The top of economic mineralisation at Kilkenny appears to be at the level of the base of the Crown decline. Kilkenny is a northeast striking structure of 760 m in strike and 700 m in depth. It is inclined up to 30° from the Klondyke grid. The Kilkenny structure can be traced for over 2 km between Tipperary in the south and Sterling in the north and dips steeply west. The Kilkenny Shoot also contains a bonanza event.

The Kilkenny structural regime is different to the rest of the deposits at Cracow and therefore mining and geotechnical analysis of this structure is carried out as an individual project.

Tipperary is along the same structure as Kilkenny and is modelled as part of the Kilkenny model. This northeast striking structure strikes up to 30[o] from the Klondyke grid north. Tipperary is the southwest end of the Kilkenny structure, of 75 m strike length and 700 m in depth and finishes at 5600 mN.

Roses Pride is located 2 km north of Kilkenny with historical workings down to 70 m below surface. The mineralisation has developed on a north striking structure of 1,025 m strike length and 480 m in depth, which dips steeply west and could be the continuation of the Kilkenny-Sterling structure. The style of mineralisation is similar to the Klondyke North with a ‘bonanza vein event’. The main high grade mineralisation shows a shallow plunge to the south and appears to be below historic workings. Whilst digital files have been created defining historic workings these need to be validated.

Empire is located 550 m north of Sovereign Shoot with the mineralisation developing on a steeply west dipping structure of 500 m strike length, and 400 m in depth which strikes north. A total of thirty diamond holes (as at 30 May 2009) were used to model the resource. Empire is similar to Klondyke North with a bonanza vein. In the upper north area, the structure is interpreted to split into two. The footwall structure is the primary structure with the hangingwall acting as a splay from the footwall structure. Mineralisation is best developed in the northern end of the structures.

The Phoenix structure which lies on the southern end of the Crown structure, strikes 30[o] north for 200 m and dips steeply to the east for 150 m. This structure’s geometry is contrary to all other mineralisation in the Cracow western zone. The Phoenix is similar to the Royal Deposit with a bonanza vein event. The main high-grade mineralisation is interpreted to occur in two lodes.

Both Sterling and the western extension of the Golden Plateau are known deposits; however, they have been insufficiently explored to provide resource estimations.

Deposits with significant exploration potential are:

Royal Deeps and Crown Deeps.
Area between Klondyke and Phoenix.
Area between Royal and Klondyke.

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Golden West.
Dawn.
White Hope (Central Extended).

Several other areas of exploration potential are also being explored with encouraging results.

5.3 Mineral Resource Estimation

5.3.1 Data Available

Data used to estimate the resources are collected using four methods:

Underground face sampling and backs mapping.
Surface exploration diamond core drilling and reverse circulation percussion drilling.
Underground diamond core drilling as part of resource definition programmes.
Inline diamond drilling as part of mine development.

All sample submissions to the ALS Laboratory for analysis must conform to the Newcrest procedural document titled ALS Invoice and Sample Submission Management Procedure. This ensures all samples are tracked through the system and QA/QC checks are applied.

Audits by AMC of the 2006 mineral resource and annual reviews of the 2007, 2008, 2009 and 2010 mineral resource estimates did not find any material problems relating to use of the data in the preparation of mineral resource estimates.

For each of the annual reviews AMC considered the quality of resource data, including QA/QC programmes and data collection. Each review was completed by discussions with Newcrest personnel, review of audit reports, resource computer models and other documentation. The QA/QC programmes include standards, check samples, sizing tests, blind resubmissions, barren flush analysis, external laboratory checks and screen fire assays. No issues of material concern were identified.

Geotechnical considerations have not been used to constrain the mineral resource estimates, but have been taken into account when preparing the mine design and the resulting ore reserve estimates.

5.3.2 Resource Estimation

Two dimensional (2D) resource models have been prepared for Royal and Crown deposits, with a remodel of the Crown shoot in 2010. In the 2D models thickness, gold accumulation and silver accumulation have been estimated using ordinary kriging. The areas of the Royal and Crown Shoots classified as a measured resource have been estimated using three dimensional (3D) estimation models, based on the additional data

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provided by face sampling and underground drilling results. The three dimensional models have been overprinted over the 2D models.

Mineral resource estimates for the Sovereign, Klondyke North, Kilkenny, Tipperary, Phoenix, and Rose’s Pride Shoots were updated in 2010 using 3D modelling and employing ordinary kriging estimation methods. The Empire shoot was updated in 2010 as a 3D model using the inverse distance squared estimation method.

AMC considers both the 2D and 3D models give a reasonable estimation of the mineral resource. The updated 3D of modelling uses appropriate block sizes with respect to data density and uses sub-blocking where required for boundary definition and domaining of high grade portions of shoots or secondary splays.

Block model construction is pegged to localised mine grids so the X, Y and Z orientations are based on the grid used for each deposit. In general terms, the parent block sizes for the deposits are:

Crown, Klondyke and Sovereign deposits use 5 m (X) x 5 m (Y) x 10 m (Z) parent blocks.
Rose’s Pride deposit uses 5 m (X) x 10 m (Y) x 10 m (Z) parent blocks.
Kilkenny-Tipperary deposits use 5 m (X) x 25 m (Y) x 25 m (Z) parent blocks.

Resource definition drilling has various spacing in the plane of the structure, for example 25 m x 25 m for the Klondyke Shoot, 4 0m x 4 0m for the Sovereign Shoot, and 50 m x 50 m for the Empire Shoot. Grade control data takes the form of sampling of the development face at each 3 m advance with mapping and LTK60 diamond drill holes every 5 m spacing where the ore is wider than the drive. Development levels average 20 m apart in RL from floor to floor.

Samples have been composited to lengths of 1 m, 1.5 m or 2 m intervals depending on the shoot. Variography used has been provided by Quantitative Group who carried out the variogram analysis. Top-caps have been used on the composited drillhole files, and are specific to each deposit. Several shoots have high-grade domains which have been flagged and modelled separately. In each case, if a main shoot and splays are present they have been modelled as separate domains. The bulk density values for each shoot vary between 2.63 t/m[3] to 2.64 t/m[3] .

No new bulk density determinations have been carried out since June 2000 except for 16 samples taken from the Kilkenny surface drilling. Previously, 346 samples from 58 drillholes were tested from the Royal Shoot, 111 samples from the Crown Shoot and 38 samples from the Sovereign Shoot. The Kilkenny drilling included 16 samples for bulk density testing carried out by ALS Strafford using method OA-GRA08 (using wax seal).

Bulk density measurements were determined on drill cores using the water displacement method. Results show only minor variation between the density of barren wall rock, and mineralised rock types, and between deposits. The average bulk density was 2.62 t/m[3] for the Royal Shoot, 2.64 t/m[3] for the Crown Shoot and 2.63 t/m[3] for the Sovereign and Kilkenny Shoots. Comparisons between the survey volume reconciliation

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from underground excavations and truck weightometer checks have confirmed the density values used in the resource model.

5.3.3 Classification and Reporting

The combined mineral resource estimate for Cracow as at 30 June 2011 is shown in Table 5.2. The mineral resource is inclusive of ore reserves.

Resource classification is predominantly based on data density and observed continuity of mineralisation. Data includes drilling and underground face sampling in development drives. The classification into a measured resource was based on the extent of mine development, indicated resource by a smoothed shape around blocks estimated by the first pass search and inferred resources by a smoothed shape around the second pass search volume.

An approximate drill spacing of 40 m x 40 m in the plane of the structure is locally varied at each deposit and used to define inferred resources. Drill spacing modified by underground drilling to spacing approaching 25 m x 40 m has been used to define indicated resources. Measured resources are defined by the presence of ore development face sampling which is conducted at each 3 m face advance.

Table 5.2 CGM Mineral Resource at 30 June 2011

	Measured	Measured	Measured	Indicated	Indicated	Indicated	Inferred	Inferred			Total
Deposit	Tonnes (kt)	Au (g/t)	Au (koz)	Tonnes (kt)	Au (g/t)	Au (koz)	Tonnes (kt)	Au (g/t)	Au (koz)	Tonnes (kt)	Au (g/t)	Au (koz)
Royal Crown Klondyke Sovereign Kilkenny Tipperary Empire Roses Pride Phoenix Stockpiles	32 77 1 108 42 – – – 12 6	12.5 9.8 8.0 7.0 13.1 – – – 15.5 5.0	13 24 0 24 18 – – – 6 1	– – 185 120 213 345 – 51 129 –	– – 5.7 4.7 7.3 7.5 – 14.6 11.8 –	– – 34 18 50 84 – 24 49 –	85 364 189 357 1,056 196 424 429 1 –	6.7 4.8 4.2 3.8 6.0 5.0 6.5 6.0 4.3 –	18 56 26 43 203 32 89 82 0 –	117 441 375 585 1,311 541 424 480 142 6	8.3 5.7 4.9 4.5 6.4 6.6 6.5 6.9 12.1 5.0	31 81 60 85 270 115 89 106 55 1
Total	278	9.7	86	1,042	7.7	258	3,101	5.5	548	4,422	6.3	893

All mineral resources are reported at a cut-off grade of 2.5 g/t Au which is the marginal low-grade cut-off covering all operating costs, a US$1,000/oz gold price and an exchange rate of US$0.80:A$1.00. Silver is not taken into consideration and fixed mining costs are not included in the cut-off grade calculation.

5.3.4 Conclusion

AMC was able to import supplied models in Datamine format for the Royal, Crown, Kilkenny-Tipperary, Klondyke, Rose’s Pride, Empire and Phoenix shoots which were depleted of mining to the date 31 March 2011. Using a Datamine evaluation macro,

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AMC was able to obtain an equivalent estimate of tonnes and grade as stated by Newcrest for that date. Overall, AMC found the models to be well constructed and suitable for resource estimation.

AMC concludes that the 30 June 2011 Cracow Mineral Resource estimate has been prepared using acceptable industry practice and that the classification of the estimate as Measured, Indicated and Inferred Resource is appropriate. In AMC’s opinion the mineral resource estimate has been prepared by a Competent Person and reported in accordance with the JORC Code.

5.3.5 Near Mine Exploration Targets

There is insufficient drilling to enable a resource to be estimated for the Sterling structure. Only six holes have been drilled in the area with two holes intersecting mineralisation. Based on this drilling, the target mineralisation may be approximately located from 1,400 mN to 1,700 mN and from 1,650 mRL to 1,850 mRL.

All data from the Golden Plateau mine has been compiled, a model prepared and a number of 50 to 100 koz targets generated.

Other target areas include possible extensions to existing structures. Comments on the areas are summarised below:

There is a limited potential for additional resources below the currently drilled areas of the Royal Shoot. Additional drilling is required in order to gain an understanding of the mineralisation and size and grade of any possible resources.
The drillholes in the area between Royal and Klondyke show the mineralisation to be either too thin or at a grade not high enough to meet the current resource classification requirements. One intersection of 5.4 m at 4.1 g/t Au is surrounded by holes with poor results.
Two narrow vein structures have been identified in the area between Klondyke and Phoenix. The drill intercepts in the area are narrow and high grade but are not considered mineable under the current mining grade and thickness requirements.

5.4 Ore Reserves and Mining Inventory

The CGM ore reserve estimate at 30 June 2011 is shown in Table 5.3.

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Table 5.3 CGM Ore Reserve at 30 June 2011	Table 5.3 CGM Ore Reserve at 30 June 2011	Table 5.3 CGM Ore Reserve at 30 June 2011	Table 5.3 CGM Ore Reserve at 30 June 2011	Table 5.3 CGM Ore Reserve at 30 June 2011	Table 5.3 CGM Ore Reserve at 30 June 2011
Category	Proved			Probable			Total
Ore Shoot	Tonnes (kt)	Au	Au	Tonnes	Au	Au	Tonnes	Au	Au (oz)
		(g/t)	(oz)	(kt)	(g/t)	(oz)	(kt)	(g/t)
Royal	44	10.6	15	`-`	`-`	`-`	44	10.6	15
Crown	41	7.3	9	3	17.8	2	44	8.0	11
Klondyke North	`-`	`-`	`-`	30	5.2	5	30	5.2	5
Sovereign	91	6.1	18	48	5.0	8	138	5.7	25
Kilkenny	45	9.8	14	231	5.9	44	276	6.5	58
Tipperary	`-`	`-`	`-`	325	5.6	59	325	5.6	59
Roses Pride	`-`	`-`	`-`	76	9.0	22	76	9.0	22
Phoenix	9	13.2	4	128	10.6	43	137	10.8	47
Stockpiles	6	5.0	1	`-`	`-`	`-`	6	5.0	1
Total	236	8.1	61	840	6.8	182	1,075	7.0	244

The ore reserve has been reported above a cut-off grade of 2.4 g/t Au, the grade that covers all operating costs except mining fixed costs, calculated using a gold price of US$1,000/oz at an exchange rate of A$1.00 = US$0.80.

The conversion of mineral resources to ore reserves in stopes assumes:

98% recovery of development ore with zero dilution.
90% recovery of stope ore.
400 mm of wall dilution from both hangingwall and footwall for stopes.
Backfill dilution of 4% in stopes and 20% for crown pillars.

Recovery and dilution factors applied to sill pillars vary depending on whether the overlying fill is cemented or not. In Royal, the fill was un-cemented, but is being post-grouted prior to pillar extraction. The pillars in Crown and Sovereign were both constructed of cemented backfill. The recovery and dilution factors used in these areas are as follows:

Royal – 20% ore loss with 20% backfill dilution.
Crown and Sovereign – 40% ore loss with 40% backfill dilution.

5.4.1 Conclusion

AMC has conducted independent reviews of the ore reserve estimates for Cracow from 2005 to 2010 inclusive and found them to be satisfactory in terms of their preparation to acceptable industry standards. The procedures used to estimate the June 2011 Ore Reserves are consistent with the procedures used in the preparation of previous estimates.

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In AMC’s opinion, the 30 June 2011 ore reserve for Cracow Gold Mine has been prepared using acceptable industry practice and that the classification of the estimate as proved and probable ore reserves appropriate. In AMC’s opinion, the estimate has been prepared by a Competent Person in accordance with the JORC Code.

5.5 Mine Planning Inventory

Newcrest has provided AMC with a mine planning inventory which includes the June 2011 ore reserves and additional material based on resources which Newcrest anticipates will be converted to reserves with further exploration and evaluation. The mine planning inventory as at 31 March 2011 is shown in Table 5.4.

The estimate is based on an established history at CGM of resource conversion to reserves as a result of exploration by drilling and sampling from underground mine development. AMC has reviewed the mining inventory and is of the opinion that it forms a reasonable basis for long-term production planning.

Table 5.4 Mining Inventory at 31 March 2011

Ore Shoot	Tonnes (kt)	Au (g/t)	Ag (g/t)	Au (koz)	Ag (koz)
Royal Crown Klondyke North Sovereign Kilkenny Roses Pride Phoenix Tipperary Empire Stockpile	46 72 30 221 1,218 301 145 429 325 39	10.5 9.4 5.2 6 5.6 5.8 10 5.8 4.3 4	9 6.8 2.7 3.3 3.5 2.1 42.5 5.5 1.8 2.6	16 22 5 43 218 56 46 80 45 5	13 16 3 23 136 20 198 75 19 3
Total	2,825	6.1	6.1	537	508

5.6 Mining Operations

5.6.1 Overview of Mining Operations

CGM is a modern, mechanised underground mine utilising standard mobile equipment in a benching operation with fill. The phases of the operation are as follows:

An access decline 5.8 m high x 5.5 m wide is developed to the orebody.
Cross cuts are developed from the decline across to the orebody.
Strike drives are developed north and south along the orebody under geological control.
These strike drives are then stripped to the full width of the orebody (up to 10m wide). If the width exceeds 10m, then two drives are developed.

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Once the strike drives have been completed, production holes (64 mm) are drilled between two levels and reverse fired from the slot.
The broken ore is loaded from the stope into 50t trucks and transported to the run- of-mine stockpile at the mill.
Once the ore has been extracted, the void created is filled with waste rock.
Sill pillars have been left in some shoots to create multiple mining zones.

Major issues relate to the narrow orebody and the relatively small stope sizes, typically only 5-10 kt each. Although a high proportion of ore is produced from the development and stripping of ore drives, several stopes must be extracted each month to achieve the production target.

The narrow orebody widths make dilution a significant issue, which must be well managed to maintain planned ore grades. The nature of the mine means that from month to month there will be significant fluctuations in output and grade, but that on an annual basis production is fairly predictable.

The mine has generally been successful in achieving tonnage and grade targets. The introduction of "reverse blasting" has led to higher output by reducing the amount of stope ore that must be extracted with remote controlled loaders, but with a small consequential increase in dilution from backfill.

Recently, poor ground conditions in the Kilkenny shoot have required a change to the overhand cut-and-fill method to reduce the size of hangingwall exposures. This should allow the problem areas to be managed, but will reduce the productivity in these areas and result in slightly higher mining costs.

The new, separate mining operation in Roses Pride will help achieve increased production.

Waste rock is used to fill mined out stope voids, providing a working platform for the next lift and to support the hangingwall and footwall. At times, there has been insufficient fill material generated by underground waste development, so waste rock has been backloaded from the old Golden Plateau waste dumps at a higher cost.

The mine has the usual services, including power, water, ventilation, communications, emergency egresses and dewatering systems. AMC considers these to be appropriate for the operation and readily extended to cope with planned operations. The mine is relatively dry, and there is no evidence of problems arising from the presence of groundwater. The mine dewatering system is adequate to meet foreseeable requirements. Adequately ventilating future extension into new mining areas may require additional ventilation shafts and fan upgrades to be constructed.

Until recently, the mine has not experienced any major geotechnical issues. Most ground instability around underground openings are structurally controlled. However, the rock strengths are only moderate and large exposure spans are not practical. Attempts to increase the lateral and vertical stope dimensions have led to wall failures and unacceptable levels of dilution.

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The extraction of crown pillars, which will contribute significant production in FY2012, will introduce some additional geotechnical issues, due to the increased stress in these pillars.

The mine has a full-time geotechnical engineer which reflects the increasing importance of regular assessment and continuous monitoring of this key aspect of mine performance. AMC considers that the mine has the capability to adequately manage geotechnical risk in the foreseeable future.

5.6.2 Mine Performance

Mined gold grades have decreased steadily in recent years and no new high-grade ore shoots have been discovered. Consequently, the mine has increased the production rate to maintain gold output at approximately 100 kozpa. A recent mill upgrade has further increased the nominal capacity to 550 ktpa, with potential to treat up to 600 ktpa. Any further increases in milling capacity would be expensive and in AMC’s opinion are unlikely (Table 5.5).

Table 5.5 Historical Mine Production and Budget for FY2012

Year	FY2006	FY2007	FY2008	FY2009	FY2010	FY2011	FY2012*
Ore Milled (kt) Grade Au (g/t) Contained Au (koz)	316 11.6 118	386 10.1 126	415 8.6 115	438 7.6 107	480 7.2 112	468 7.1 107	589 6.1 116

*Budget

In the absence of a newly discovered high grade ore shoot, the grade will decrease further, eventually making it unlikely that the 100 koz gold target will be achieved, despite the higher throughput. AMC considers that the mine will struggle to sustain production of more than 550 ktpa of ore from underground, even with the benefit of the separate Roses Pride mine. Any production above this will need to be sourced from another separate mine, either open pit or underground.

A large low grade stockpile (IO Dump) exists at Golden Plateau containing approximately 800 kt of material at approximately 1 g/t Au, based on limited sampling. A parcel of this material was recently treated to assess its potential for future recovery with promising results. In early 2011, AMC conducted a scoping study on the feasibility of mining a cutback at the old Golden Plateau open pit. Using conservative gold grades, a potential operation to produce more than 1 Mt at 1.7 g/t Au was identified. Further drilling is required to increase confidence in the geological model. Both the IO Dump and the Golden Plateau pit are potential future supplementary sources of low grade ore that might be processed, provided it does not displace higher grade ore from underground.

5.7 Metallurgy and Processing Operations

The plant is a typical small gold operation employing conventional gold-ore processing technology comprising:

Crushing (3-stage).

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Milling & Classification.
Thickening.
CIL (Carbon-in-Leach).
Detox / Tailings Disposal.
Elution / Carbon Regeneration.
Gold Room.

Since commencing operation, the process plant has principally treated ore from three main underground deposits, Royal, Crown, and Sovereign. The former two deposits are now essentially depleted. Production from the Sovereign deposit is expected to be largely depleted by the end of FY2012. During this time, Sovereign ore will be supplemented with material principally sourced from the Kilkenny, Phoenix and Roses Pride deposits. Other areas identified for future underground production include the Empire and Tipperary deposits.

Additional mill feed could be produced from the Golden Plateau pit and the IO Dump.

5.7.1 Historical Production

The annual production data for the past four years of operation is presented in Table 5.6 together with the corresponding budget targets for FY2012. This information has been sourced from monthly reports produced by CGM personnel. The major points of interest are:

Originally designed for an annual throughput of 300 kt, the plant has continued to treat increasing ore quantities year-on-year. The latest increase was implemented by a plant upgrade completed prior to March 2011. This increase was achieved by incorporating additional grinding capacity and reducing the product size from the crushing circuit. Monthly production data for March 2011 onwards indicates that the anticipated annual production rate of 550 kt is being achieved.
Despite the increasing ore throughputs and declining feed gold grades, the annual production results in Table 5.6 show the plant achieving consistent gold recoveries, ranging from 92-92.4%. Production data from March 2011 onwards indicates that gold recovery is being maintained at these levels despite the increase to plant throughput.
Increases in ore throughput have enabled annual gold production to be maintained at or around 100 koz despite the declining feed gold grades.
Annual production results indicate that the unit cost of ore treatment has been restrained somewhat despite increasing price pressures for labour, reagents, consumables, fuel and power. By way of example, the processing cost for FY2011 represents a modest 9% increase over that experienced for FY2008. Comparison of the annual budget and actual processing costs shows good agreement.

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Table 5.6 CGM Historical Production and Budget for FY2012

P	i			Financial Year	Financial Year
arameter	Unts	2008	2009	2010	2011	2012
Ore Milled (dry)	kt	414.6	437.7	479.9	500.2	550.3
Gold Grade (recon.)	Au g/t	8.65	7.60	7.24	6.86	6.59
Gold Recovery	%	92.0	92.4	92.0	92.2	92.0
Gold Recovered	oz	107 393	99 204	102 758	101 722	107 183
Gold Poured	oz	107 394	97 705	103 040	102 058	–
Process Cost (actual)	$/t	27.68	28.88	27.77	30.14	–
Process Cost (budget)	$/t	26.51	29.37	30.13	28.93	27.99
Difference - actual vs budget	%	4.4	(1.7)	(7.8)	4.2	–

5.7.2 Gold Recovery

The annual gold recovery for the past four years has been consistent, ranging from 92-92.4%. The majority of deposits treated during this period are largely depleted. The majority of the Sovereign orebody will be depleted by the end of FY2012 and there has been little direct experience of processing ore from future deposits.

Limited leach test work on future deposits appears to have been carried out, although reports detailing metallurgical testing of four Kilkenny samples, and five Roses Pride samples were reviewed by AMC. The relationship of these samples to the respective deposits is unknown. The leach responses for the majority of the samples were generally good with rapid leach kinetics observed. The samples yielded average leach extractions of 91.2% and 92.9% respectively for the 24 hour cyanidation tests. In all cases, the tests were undertaken for a feed P80 sizing of approximately 53 micron and cyanidation performed with oxygen sparging in the absence of carbon.

5.8 Infrastructure and Power

Power is supplied by Ergon Energy on Tariff No. 43 comprising separate 'Day' and 'Night' rates per kWh, plus a demand component based on the maximum kW reading for each meter. Mineral processing accounts for approximately 64% of total CGM power consumption, mining 33%, and the camp approximately 3%.

The two 22 kV power lines from Theodore substation have a combined rated capacity of 5.4 MW. Ergon funded construction of one of the two power lines on the basis that CGM takes power for a thirty year period. In the event that power is not taken for the full duration, CGM is committed to repaying the residual amount from an initial sum of $5.5M diminishing linearly to zero at the end of the thirty year period.

Process water supply emanates from three sources:

Raw water from the Dawson Valley Water Supply Scheme.
Tailings dam return water.
Underground water flowing through the old Golden Valley underground workings into the Central Extended Pit from which it is pumped into the tailings dam.

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CGM now has sealed road access from Bioela via Theodore. This enhances the commute arrangements for employees and for delivery of supplies to site.

The local airport used for charter flights has very basic facilities, but is adequate for the current scale of operations. Commercial flights operate out of Biloela with daily services.

At site, there are two airfields suitable for Royal Flying Doctor Service use and a helipad for emergency use.

The mine has satisfactory telephone and electronic data facilities.

All surface buildings and support facilities were constructed new for the current operation and are suitable and adequate. Additional workshop facilities may be required if an open pit operation commenced in the future.

5.9 Environmental and Community Issues

5.9.1 Environmental Impact Studies

The Cracow Goldfield has been the subject of several historical ventures since the 1930’s and has evidence of past mining activities includes tailings storage facilities (TSFs), open cut pits, waste rock dumps, underground workings, low grade ore stockpiles, some of which will require additional work to complete final rehabilitation.

An Environmental Management Overview Strategy (EMOS) for Cracow Joint Venture Project was prepared in 2000 and subsequently updated in January 2005 (CJV, 2005). The 2005 EMOS is essentially the Environmental Impact Study for the project.

5.9.2 Environmental Management Plans

An Environmental Management Plan (EMP) has been prepared for the site and is dated 25 January 2011. The document is designed to facilitate management of CGM’s significant environmental aspects in a sustainable manner consistent with site policy and all legal and other requirements.

A Plan of Operations (PoO) covering the period December 2010 to November 2015 has been prepared in accordance with the Environmental Protection Act, 1994 and relevant Queensland Government guidelines. The PoO described how the site will (through an action programme) comply with the conditions of the Environmental Authority (EA) and implement the relevant control strategies presented in the EMP.

The PoO also presents a rehabilitation programme for land disturbed or proposed to be disturbed, and a proposed amount of financial assurance for the plan period. The PoO indicates that CGM currently holds a bank guarantee for $4.7M for mine rehabilitation with the State of Queensland.

Whilst the financial assurance has been calculated based on relevant State of Queensland guidelines, there are still some mine closure knowledge gaps associated with low grade ore stockpiles, final voids and waste rock dumps. Therefore, AMC expects that that actual closure costs could be greater than those currently addressed

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by the financial assurance. The expected worst case scenario for mine rehabilitation is approximately $8M.

Tailings are currently deposited in Tailings Storage Facility 1, which has sufficient remaining capacity to accommodate tailings production until May 2012. It is understood that CGM has plans to further augment Tailings Dam 4 and lift the dam by approximately 4 m to 6 m. Initial indications are that the lift could provide capacity for tailings storage up to early 2015 at an approximate cost of $2M to $2.4M.

The most recent information of the CGM tailings is that they are non-acid forming.

5.9.3 Permits and Licences

CGM holds a current water licence for extraction of 375 ML of water from the Dawson River under Water Allocation 725, granted by the Department of Natural Resources and Mines under Section 121(1) of the Water Act, 2000.

CGM also holds various permits and licences required to operate the mine.

5.9.4 Environmental Management Practices and Reporting Procedures

The site has a full-time Senior Environmental Officer and Environmental Technical Officer. CGM also has a site-specific environmental management system and associated documentation in progress.

CGM has an environmental monitoring programme in place that is documented in the EMP to address the requirements of the current EA. In AMC’s opinion, the monitoring programme is adequate to monitor environmental performance at the site given the scale of the operation and the sensitivity of the downstream environment.

AMC noted a number of minor non-compliance reportable incidents associated with breaching of the TSF1 and TD4 receiving dams and water quality exceedance during above average rainfall in December 2010 and January 2011. A report was sent to DERM regarding these incidents and water management equipment has been upgraded and plans are in place to increase the waste holding capacity at the site to avoid a repeat of these incidents.

5.9.5 Indigenous and Community Relations

A Cultural Heritage Assessment of the Cracow Mining Lease Areas has been completed and an Indigenous Land Use Agreement (ILUA) has been formalised between the Indigenous Native Title Claimants and the CJV. The formal Deed related to the ILUA was completed in February 2007. According to CGM monthly reports, financial and other conditions of the ILUA are in place and in good standing.

5.9.6 Social Impact

CGM currently employs approximately 261 personnel of which 59 are CGM employees and the remainder are contractors. CGM is essentially a fly in-fly out operation with

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employees living and commuting from various areas in southeast Queensland and beyond. An 8-day on, 6-day off roster is used by the mine.

The mining contractor employees approximately 152 personnel and is commissioned on a “cost plus” contract, with profit linked to quarterly performance in safety, productivity, cost and quality. The contract is due to expire in December 2011.

5.10 Capital and Operating Costs

AMC was provided with the CGM FY2012 budget and five-year plan, including cost projections. AMC has used this information as primary sources for its review and to estimate appropriate cost for the modelling scenarios described in Section 5.11.

5.11 Cracow Modelling Scenarios

AMC has prepared two modelling scenarios for Cracow.

Case 1 production plan is based on the 30 June 2011 ore reserve estimate plus a significant quantity of non-reserve material. AMC’s estimate of non-reserve material is based on the mining inventory prepared by Newcrest in March 2011, with some adjustments based on discussions with site personnel, plus a small amount of exploration success. AMC’s estimate of non-reserve material also includes low-grade material recovered from the IO Dump. The production plan includes an increase in the milling rate from 550 ktpa in FY2012 to 600 ktpa in subsequent years. Production continues at this rate for four years.

Case 1 has lower gold grades than are scheduled by Newcrest in its long-term plan for Cracow. AMC considers the plan grade of 6.0 g/t for years 2013 to 2016 to be unrealistic given the current mining inventory and lack of recent exploration success.

Case 2 production plan extends the Case 1 underground mine life by a further two years at a production rate of 430 ktpa, and a gold grade of 5.8 g/t based on further exploration success. Production from the underground mine is supplemented by production from the Golden Plateau open pit and from low-grade dumps to enable the throughput rate to be maintained at 600 ktpa.

A summary of the mining inventories used in both Cases is shown in Table 5.7.

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Table 5.7 AMC Case 1 and Case 2 Mining Inventories for Cracow

		Case 1			Case 2
Source	Tonnes (Mt)	Au (g/t)	Au (Moz)	Tonnes (Mt)	Au (g/t)	Au (Moz)
Ore reserves - Underground Non-reserve material - Underground Exploration success - Underground Non-reserve material - Open Pit Non-reserve material - LG Dumps	1.08 1.50 0.13 – 0.25	7.0 4.7 6.0 – 1.0	0.24 0.23 0.02 – 0.01	1.08 1.86 0.63 0.24 0.35	7.0 4.8 6.0 1.7 1.0	0.24 0.29 0.12 0.01 0.01
Total	2.95	5.3	0.50	4.15	5.1	0.68

Newcrest planned that the increase in plant throughput will be achieved by producing a coarser feed sizing to the leach circuit. This coarsening is expected to have a moderate impact on gold recovery. AMC has estimated a reduction in recovery from 92% at a throughput of 550 ktpa to 90% at 600 ktpa. AMC has estimated 70% gold recovery from low-grade open pit and dump material.

A capital amount of $1M has been included in both cases for the completion of the mill expansion work. Sustaining capital of $2.5M per annum and a one off amount of $2.5M to expand the tailings storage facility, has been included in both cases.

Operating costs have been based on Newcrest’s FY2012 budget, which AMC considers reasonable. In subsequent years, unit costs of $80/t mined, $27/t milled, and $12/t milled have been used to estimate total mining, processing and administration costs respectively.

Closure costs of $7.7M have been included in both cases.

5.12 Risks

The main risk at Cracow is that ore reserves will not be replaced at a sufficient rate to meet its long-term production plan. This situation is fairly typical of this type of epithermal narrow vein gold mines. However, the mine has substantial inferred resources and some prospective targets, so provided an aggressive exploration and infill drilling programme is maintained, the production targets in Case 1 scenario should be achieved, as should Case 2, albeit with a lower level of confidence. The main concern is the grade of new discoveries. Cracow needs at least one high grade (>10 g/t) ore source to achieve its historic gold output of 100 kozpa.

The other significant risk is that of gold price. The mine has relatively high operational costs and modest gold grades, so a substantial fall in the gold price would threaten viability. The mine is currently running very efficiently and there are few opportunities to achieve significant cost reductions.

The reliance on production from extraction of five crown pillars in the current year is a risk, as the total contribution from this ore source is approximately 25% of total gold.

An absence of metallurgical testwork on new orebodies, both underground and open pit, is of some concern as any drop in gold recoveries reports straight to the bottom line.

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6 MT CARLTON GOLD PROJECT (QLD)

6.1 Location and Background

The Mt Carlton gold-silver-copper project is located 150 km south of Townsville, 45 km north-northwest of Collinsville and 80 km southwest of Bowen within the Charters Towers Mining Region of north Queensland, approximately 25 km west of the Burdekin River (Figure 6.1). The Mt Carlton project is 100% owned by Conquest.

Figure 6.1 Mt Carlton Location Plan

==> picture [354 x 298] intentionally omitted <==

Conquest discovered Mt Carlton in 2006 and completed a Definitive Feasibility Study (DFS) on Mt Carlton as an open pit poly-metallic gold-silver-copper project in late 2009, and a DFS Optimisation Study (DFSOS) in late 2010.

Mineralisation comprises a refractory sulphide ore contained within a complex network of narrow veins that will require selective mining and blending. Conquest proposes mining two open pits located adjacent to a processing plant. The largest pit (V2) contains gold-silver-copper ore and the smaller pit (A39) a high grade silver rich ore.

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The proposed ore processing plant is designed for a throughput of 0.8 Mtpa to produce a high grade concentrate, which will be bagged for transport by road–train to the coast and for export to smelters in Asia. The ore is metallurgically complex, abrasive and hard. It is envisaged that different concentrates will be produced from ore sourced from each pit.

The proposed project infrastructure consists of a camp, upgraded site access road, administration facilities, mining contractor’s facilities, power connection to the state grid, water storage dam, drainage facilities to control acid water run-off and pit dewatering facilities. The project is currently scheduled to begin construction under an EPCM model by the end of 2011 and be completed in 2013.

6.2 Project Tenure

The project is associated with a number of Exploration Permits for Minerals (EPMs) including EPM16480, EPM13867, EPM12527, EPM14783 and EPM10164 (Conquest); and EPM17745 and EPM15952 (Cloncurry Metals Limited). All EPMs held by Conquest listed above appear on the Conquest Tenement Listing of Exploration Permits database (Conquest, 2011).

The Real Property descriptions underlying the Project are Lot 4899 on SB765 and Lot 7 on SB730. The tenements cover an area of 1,640 km[2] .

The project is relatively isolated and the local community and surrounding properties are mainly pastoralists. The nearest inhabited residences are located 10 km or more from the northern perimeter of the project and therefore dust and noise/vibration from the Project activities are unlikely to cause environmental nuisance to sensitive receivers.

The Birri People are the Native Title Claimants for the project area. An access Agreement between Conquest and the Birri People is in place for exploration and it is understood that negotiations for an agreement for an MLA are underway.

The climate of the project site is characterised by a minimum mean daily temperature of 9[o] C in July and a maximum mean daily temperature greater than 33[o] C from November to January. The mean annual rainfall is approximately 714 mm with a distinct wet season from December to March. The project lies in the Burkedin river catchment.

6.3 Geology

The Mt Carlton deposit is located along the northern margins of the Permian Bowen Basin and is hosted in a basal sequence of intermediate to felsic breccias, volcanoclastics, and flow banded rhyodacites. The sequence is transected in parts by occasional narrow syn-mineralisation to post-mineralisation mafic to intermediate dykes that include a sill component.

The stratigraphy in the area is almost flat lying with a gentle 10° southerly dip. The project area hosts four deposits plus numerous prospects. Sulphide veins dipping at moderate to steep angles to the northwest host a majority of the known economic mineralisation.

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The deposit is an Au-Ag-Cu high-sulphidation epithermal style deposit. Mineralisation comprises copper, primarily as copper arsenic sulphides (enargite), silver arsenic sulphides (tetrahedrite/polybasite), and some native gold (within pyrite).

The deposit comprises two discrete zones: the large gold dominant V2 deposit and the smaller, silver rich A39 zone. The V2 body is flat lying and situated 20m to 180m below surface and is 70 m thick with a 500 m x 500 m areal extent. A39 mineralisation is a geologically discrete sub-vertical unit, located in a fault zone 200m from V2. The A39 mineralisation is considered to be a more distal part of the mineralisation system.

6.4 Mt Carlton Mineral Resources

6.4.1 Data Available

The Mt Carlton resource estimate prepared for the DFS (the October 2009 Mineral Resource Estimate) was based on total drilling of 81,631 m from 506 holes. Not all holes contained within the resource area were used in estimation, as 11 holes totalling 2,239 m were drilled for geotechnical studies and were not assayed. Table 6.1 shows a summary listing of holes used in this study.

Table 6.1 Summary of Mt Carlton Drilling (to September 2009)

Exploration	RC	RC	Pre-Collared DD	Pre-Collared DD	Diamond Core	Diamond Core	Total	Total
Drilling	No. Holes	Meters	No. Holes	Meters	No. Holes	Meters	No. Holes	Meters
2003-2005 2006 2007 2008 2009	6 97 122 50 9	552 10,287 17,185 6,115 907	- 29 79 67 3	- 5,682 16,680 14,190 1,957	- 2 8 9 25	- 312 1,244 2,137 4,383	6 128 209 126 37	552 16,281 35,109 22,442 7,247
Subtotal	284	35,046	178	38,509	44	8,076	506	81,631
			Grade Control
2009	99	6,837	-	-	-	-	99	6,837
Total	383	41,883	178	38,509	44	8,076	605	88,468

Additional drilling undertaken since the DFS and which informs the current (30 June 2011) mineral resource estimate includes:

175 RC holes completed for a trial grade control assessment over the A39 deposit.
15 Diamond tail RC holes surrounding, but particularly in the down plunge direction from the proposed A39 pit to assess the potential for a small underground operation.
22 RC and diamond tail RC holes investigating a small high grade gold extension from the eastern margin of V2.
3 holes internal to the V2 resource.
3 RC holes following a trend in mineralization to the south of V2.
RC holes in the north-eastern sector of V2 to test controls on mineralisation.

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In addition to the above, nine holes from the V2 and four from the Area 39 trial grade control programmes were used in the June 2011 mineral resource estimate. This is consistent with the approach taken with V2 trial grade control drilling in the October 2009 estimate. Nine and four holes respectively brought the drilled density in the trial grade control areas to that required for measured resources and were selected to infill gaps in resource drilling. New holes represent approximately 5.8 % of the total number of holes used for the 30 June 2011 estimate.

Drilling section lines are orientated north-south with 25 m spacing. Drillhole spacing along section lines range from 25 m in the higher-grade areas to 50 m spacing on the eastern flanks of the deposits. Sterilisation drilling has been undertaken on a 200 m x 200 m grid spacing.

There appears to be a grade bias around 10% to 20% with the RC drilling biased high compared to the diamond drilling. Exact reasons for this bias are not known but AMC believe that given the “nugget” nature of the vein style mineralisation, and the different sampling protocols, drilling methods and volume variance effect of the two drilling methods will result in differences in this order of magnitude.

AMC does not consider any potential grade bias issues related to the two different drilling methods used (diamond drilling and reverse circulation drilling) to be significant to the project viability.

Reports commenting on the data quality indicate no bias between the ALS and SGS laboratories used to assay the Mt Carlton drilling samples. Review of documentation commenting on the quality control data indicates that the current resource database is robust and suitable for resource modelling.

6.4.2 Resource estimation

The mineral resource has been estimated using the multiple indicated kriging (MIK) method, which produces a recoverable resource estimate. AMC supports the use of the MIK method. However, the estimation technique is predicated on the assumption that the gold, silver, and copper grades are well correlated. AMC could see limited evidence of this and concludes that the assumed correlation in the estimation process is weak, as evident from multivariate statistics and observations of the grades in the composite files.

Given the close proximity of the A39 and V2 deposits, there is a marked difference in the style of mineralisation and mineralogical composition. The A39 deposit is dominated by silver rich minerals, and the V2 deposit is characterised by gold rich mineral assemblages. The complex nature of the host lithology, limited outcrop, alteration assemblages, brecciation, and faulting has hindered a good understanding of the genesis and relationship between the various styles of mineralisation.

Grades and values have been estimated into the blocks with horizontal dimensions of 25 m by 25 m, and vertical dimension of 5 m. The values reflect the expected value recovered by mining and processing resource blocks net of all off-site costs, but before deducting mining, processing and other site costs. The value field is based on a gold price of US$1,140/oz, a silver price of US$18.30/oz, a copper price of US$3.14/lb and an exchange rate of A$0.90 to US$1.00.

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The complexity of the deposit geology and mineralogy has resulted in uncertainties surrounding the metallurgical responses to the various styles of mineralisation, in particular, the more refractory pyritic rich gold mineralisation in the V2 deposit. Conquest has recently completed a re-logging programme to improve geological and mineralogical understanding.

In AMC’s opinion, visual grade control is unlikely to be an option at Mt Carlton and a rigorous grade control Reverse Circulation (RC) drilling programme will be required to ensure mining and processing targets are achieved in the ramp-up, and early full production stages.

Conquest’s exploration objectives include identifying additional mineralisation adjacent to known deposits. AMC notes that the 2011 drilling programme is focused on identifying extensions to the V2 East deposit, followed by A39 and then the Far East to Central East area. AMC considers Conquest’s exploration objective reasonable.

6.4.3 Resource Classification and Reporting

The mineral resource estimate as at 30 June 2011 published by Conquest and released to the Australian Securities Exchange (ASX) on 9 August 2011 is summarised in Table 6.2.

Table 6.2 Mt Carlton Mineral Resource at 30 June 2011

Category	Tonnes (Mt)	Au (g/t)	Ag (g/t)	Cu (%)	Au (Moz)	Ag (Moz)	Cu (kt)
V2 deposit
Measured Indicated Inferred	12.7 10.9 1.2	1.78 1.41 0.67	27 20 29	0.30 0.23 0.17	0.70 0.49 0.03	11.0 7.0 1.1	38 25 2
Total Resource	24.7	1.56	24	0.26	1.24	19.1	64
A39 deposit
Measured Indicated Inferred	1.9 0.4 0.3	– – –	226 99 62	0.18 0.06 0.03	– – –	13.8 1.4 0.7	3.4 0.3 0.1
Total Resource	2.7	–	185	0.14	–	15.8	3.8

A value cut-off has been applied to accommodate the spatially separate gold and silver values. Mineral resources are reported using a value cut-off of A$20/t. The mineral resource estimate is inclusive of ore reserves.

6.4.4 Conclusions

Data quality appears to be appropriate for resource modelling and classification. Resource estimates have been verified by independent external consultants.

AMC concludes that the Mt Carlton 30 June 2011 Mineral Resource estimate has been prepared using acceptable industry practice and that the classification of the estimate as

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measured, indicated and inferred resource is appropriate. In AMC’s opinion, the mineral resource estimate has been prepared by a Competent Person in accordance with the JORC Code.

6.5 Geotechnical Issues

AMC believes the recovery of geotechnical data is generally sufficient and has mostly been collected, treated and presented in an acceptable fashion.

The overall pit slope angle and inter-ramp slope angles will most likely be structurally controlled and there is insufficient evidence in the material viewed by AMC that the locally present faults, dykes and shears have been fully accounted for in the structural analysis of slope stability. AMC believe that insufficient information has been obtained on the orientation, persistence and infill of faults, shears and dykes to properly assess the effects of larger scale structure on the stability of the pit slopes.

Considering the lack of structural information and analysis, AMC believe that the inter-ramp slope angles used in the pit designs are very aggressive; however, the overall slope geometries of the pit designs, including access ramps, are very much lower and in AMC’s opinion are reasonable.

6.6 Ore Reserves

When developing the ore reserve estimate for the V2 and A39 deposits, net metal value calculations were used to define the ore. The ore reserve estimate published by Conquest on 9 August 2011 is summarised in Table 6.3 reported at a cut-off value of A$25/t.

Table 6.3 Mt Carlton Ore Reserve at 15 December 2010

Category	Tonnes (Mt)	Au (g/t)	Ag (g/t)	Cu (%)	Au (Moz)	Ag (Moz)	Cu (kt)
V2 Pit
Proved Probable	5.2 4.1	2.90 2.51	36 23	0.40 0.26	0.48 0.33	6.0 3.0	21 11
Total Reserve	9.3	2.73	30	0.34	0.81	9.0	31
A39 Pit
Proved Probable	0.47 0.0003	– –	553 352	0.64 0.41	– –	8.3 0.004	3 0
Total Reserve	0.47	–	552	0.64	–	8.3	3

The V2 pit has a waste to ore stripping ratio of 3.9:1. The A39 Pit has a waste to ore stripping ratio of 11.9:1.

The ore reserve estimate is based on a mineral resource estimate completed in October 2009 and has not been updated with the more recent mineral resource estimate dated 30 June 2011, shown in Table 6.2. The 30 June 2011 mineral resource estimate shows a reduction of about 9% in contained, gold, 5% in contained silver and 4% contained copper compared with the October 2009 mineral resource estimate.

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AMC notes that a portion of the reduction in contained metal occurs in the inferred mineral resource classification, which is not included in the ore reserve estimate.

The resource model on which the mineral resource and ore reserve estimates are based includes the effect of waste dilution during mining. A minor amount of additional dilution has been included in the estimate to be conservative. AMC believes this approach is reasonable.

Final pit limits and pit phase designs have been developed based on a family of pit shells generated by Whittle pit optimisation software. AMC has reviewed the Whittle inputs and considers them appropriate. Conquest has selected the maximum cash flow shell for the V2 pit and a significantly larger shell for the A39 pit as the basis for final pit designs. Because of the small size of the A39 deposit, AMC does not believe the selection of a larger pit shell will have a materially adverse impact on the economics of the project.

Pit design parameters were generally industry standard, except for the inter-ramp pit slope angles. However, AMC considers the ramp widths to be too narrow for two way haulage using the size of haul trucks selected by mining contractors for the project. Ramp widths may need to be widened or passing bays included to ensure safe operation.

6.6.1 Conclusion

AMC has reviewed the ore reserve estimate, and in AMC’s opinion, the mine planning work documented in the DFS and DFSOS is of a high standard and completed in sufficient detail and level of accuracy for a DFS, and for reporting ore reserves. Although the most recent mineral resource estimate shows a reduction in contained metal compared to the estimate on which the ore reserve estimate is based, AMC considers that the December 2010 ore reserve estimate forms a reasonable base for its Case 1 modelling scenario.

In AMC’s opinion, the December 2010 ore reserve estimate for Mt Carlton has been prepared using acceptable industry practice and that the classification of the estimate as proved and probable ore reserves appropriate. In AMC’s opinion the estimate has been prepared by a Competent Person in accordance with the JORC Code.

6.7 Mining Operations

Conquest proposes mining the V2 and A39 deposits by conventional open pit methods using a mining contractor. The contractor has proposed using 85t to 120t hydraulic excavators and Caterpillar 777D haul trucks mining 5 m benches in two passes. AMC believe the mining and support equipment proposed is appropriate for the degree of selectivity required to mine the pits, provided appropriate ramp widths are included in pit and surface layout designs.

A total labour force of approximately 84 personnel on a continuous roster was selected by the contractor, with an average of 25 to 30 personnel per shift and 50 to 60 personnel on site at any time. AMC believe this is a reasonable estimate of manning numbers for a contract mining operation. In addition to the contractor’s personnel, Conquest propose a

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mining technical services team of 12 personnel on dayshift, Monday to Friday, with rostered weekend coverage. In AMC’s opinion this is lean, with limited capacity to cover for absences.

All material was assumed as drill and blast. AMC considers that the proposed powder factors are adequate and are generally consistent with the designed pit slopes. Wet blasting using water resistant blasting products was assumed to make up 25% of blasting below 110 mRL, the approximate level of the water table. AMC believe this is reasonable as an overall estimate, but that more water resistant blasting products will be required as the pit deepens. Pre-split blasting has been recommended in fresh rock.

The DFSOS has allowed for a grade control programme by a dedicated RC drilling rig on a campaign basis. A pattern of 10 m x 10 m to a depth of 15 m has been assumed by Conquest, with composite samples taken every 2.5 m and assayed for gold, silver, copper, iron and arsenic. An allowance of 20% of holes outside ore zones has been included. AMC believes this is a reasonable approach for costing.

AMC has summarised the proposed mine production schedule in Table 6.4. Vertical rates of advance and bench lag between cutbacks are standard for the industry and AMC consider the production schedule to be achievable.

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Table 6.4 Summary of Production Schedule

Period	Ore to Mill (kt)	Ore to Stockpile (kt)	Total Ore Mined (kt)	Stockpile Reclaim (kt)	Stockpile Balance (kt)	Ore Milled (kt)	Waste Mined (kt)	NAF Waste (kt)	PAF Waste (kt)
Year -1	–	–	–	–	–	–	5,810	2,325	3,485
Year 1	627	731	1,358	–	731	627	11,915	3,290	8,625
Year 2	802	1,330	2,132	–	2,061	802	8,275	1,315	6,960
Year 3	800	19	819	–	2,080	800	3,890	1,765	2,125
Year 4	800	7	807	–	2,087	800	3,970	1,280	2,690
Year 5	782	–	782	18	2,069	800	3,355	515	2,840
Year 6	802	4	806	–	2,073	802	1,255	50	1,205
Year 7	731	–	731	69	2,004	800	1,330	55	1,275
Year 8	800	101	901	–	2,105	800	1,075	55	1,020
Year 9	800	22	822	–	2,127	800	710	30	680
Year 10	581	–	581	221	1,906	802	330	10	320
Year 11	–	–	–	800	1,106	800	–	–	–
Year 12	–	–	–	800	306	800	–	–	–
Year 13	–	–	–	306	–	306	–	–	–
Total	7,525	2,214	9,739	2,214	–	9,739	41,915	10,690	31,225
A39	–	–	–	–	–	9,269	5,593	–	–
V2	–	–	–	–	–	470	36,204	–	–
Check	–	–	–	–	–	9,739	41,797	–	–

Conquests scheduling strategy is to commission the mill using V2 ore, then campaign A39 ore through the mill until it is exhausted, approximately 10 months later, then change back to 100% V2 feed. The strategy maintains higher grade feed to the mill in the early stage of the project and defers processing lower grade material to the end of the mine life. The proposed rapid build-up of low and medium grade stockpiles provides a buffer for mill feed during wet periods when it may be difficult to access the pit.

6.8 Metallurgy and Processing Operations

Conquest propose to process ore from the V2 and A39 deposits to produce a bulk pyrite concentrate containing gold, silver, and copper values. The processing flowsheet includes primary crushing, semi-autogenous grinding (SAG), flotation and concentrate filtering. It is proposed that concentrate will be bagged, transported from site and exported. An ore processing rate of 800 ktpa is envisaged.

AMC’s comments on the proposed plant design are summarised as follows:

The concept of producing a bulk concentrate and maximising gold recovery is supported by the mineralogy and appears a simple, robust option.
In AMC’s opinion the process plant design is generally fit for purpose. AMC consider the selected 800 ktpa mill throughput rate to be achievable. The selection

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of a single stage SAG mill for the grinding circuit is not ideal with respect to achieving a stable and predictable grind size. This may adversely impact on the grade-recovery performance of the flotation circuit.

AMC believe that there is a need to increase the process control aspects of the plant design.
Concentrate moisture levels greater than the allowable transportable moisture levels (TML) may result in the need for some concentrate re-handling and drying.

In regard to metallurgical recovery and concentrate quality, marketing efforts have resulted in a sales agreement for V2 material. The agreement provides for payment for gold in concentrate, providing the gold grade exceeds 40 g/t. The payment reduces if the grade falls below 40 g/t Au. Payments for contained copper and silver are also reduced if the gold grade drops below this level. Maintaining concentrate grades above 40 g/t Au will therefore be important to the success of the project.

Concentration performance of V2 ore exhibits some variability with respect to gold feed grade. The gold grade of the planned production schedule reduces over the mine life from 3.0 g/t to 1.5 g/t. If concentrate grades are to be maintained above 40 g/t Au, the recovery of gold to concentrate is likely to reduce. AMC believes it appropriate in its modelling scenarios to an overall gold recovery of 86%, when processing ore at the average reserve grade of 2.73 g/t Au, not 90.6% as is shown in the optimisation study. This recovery would apply to a nominal concentrate grade of 50 g/t Au.

A39 ore has very similar flotation characteristics to V2 ore and is amenable to the campaign treatment programme planned for this material. However, the higher sulphide grades of A39 ore will result in a large increase in mass pull to concentrate may limit the plant throughput rate.

6.9 Waste Rock and Tailings Storage

Up to 31 Mt of waste rock will be PAF and will require encapsulation. Conquest proposes to shape the base of proposed waste dump and to fill fractured surface areas with clay or sealing concrete. The remaining surface is to be lined with compacted clay to reduce seepage. The perimeter of the dump is to be covered with non-acid forming (NAF) waste rock to encapsulate PAF waste rock within the dump. Toe drains will be required around the dump to drain seepage into V2 pit. Storm water runoff is to be directed into a lined pond for use in the plant.

In AMC’s opinion, the volume of PAF waste rock to be mined in the initial years of production will be difficult to encapsulate with the volume of NAF rock mined during the corresponding period. AMC is of the opinion that additional NAF material is likely to be required to encapsulate PAF material generated by the project. This material could potentially be obtained from borrow pits.

6.10 Infrastructure and Power

Personnel for the project will be accommodated locally in a rented accommodation village managed by a catering contractor. Other major items of infrastructure include administration offices, laboratory, workshops, and warehouse facilities.

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Conquest proposes that the mining facilities including workshop, offices, change house, explosives magazine, and a fuel facility will be provided by the mining contractor.

Access to Mt Carlton will be from Townsville or Bowen via the Bruce Highway and onto sealed and unsealed local roads, some of which require upgrading at major creek crossings, including road alignment, straightening and widening.

Power supply for the project will be sourced through, Ergon from their existing 132 kV line and substation, 15 km west of the mine. Power transmission to the site is planned through a new 132 kV line and a new 132/11 kV switchyard.

The supply of water for the project is proposed from three separate sources; pit dewatering, bore fields, and surface run-off and storages. A substantial water storage dam is included within the site to store contaminated water run-off, provide buffering against storm surges, and to provide process water to the ore processing plant.

AMC has reviewed the site infrastructure proposed and believe it is suitable for the project.

6.11 Environmental and Community Issues

The Project has been approved by the Queensland Department of Environment and Resource Management (DERM) to advance under an Environmental Management Plan (EM Plan).

An EM Plan was prepared and submitted to DERM in May 2011. The EM Plan has now been approved and it is understood that DERM will issue Conquest with a draft Environmental Authority (EA). The EM Plan concludes that the majority of the projected waste rock and final pit wall exposure should be considered as being PAF and recommended that this material be encapsulated within the waste rock storage facility as quickly as possible after being mined.

The waste rock management strategy contained in the Revised EM Plan advocates progressive encapsulation of PAF waste rock with a 2 m layer of NAF waste rock followed by a water shedding cover including double capillary break gravel layers separated by a 1 m thick clay liner. The Revised EM Plan states that the WRD will have a geosynthetic liner at the base of PAF waste rock to capture any seepage that percolates through the dump.

About 9 Mt of tailings would be produced over the mine life. The mine waste management plan indicates that tailings are likely to have a low potential to generate acid and are more likely to generate neutral pH leachate.

The Revised EM Plan indicates that the base of the TSF will be constructed with a clay liner and a geo-membrane to capture any TSF seepage. At the end of operations the TSF would be capped with a double capillary break layer including woven geotextile and a clay liner. It is noted that the mine waste management plan indicates that the total TSF cover will be 1 m thick and will only contain a single layer capillary break.

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In AMC’s opinion, the tailings management strategy is reasonable, however a number of residual risks remain. AMC believe these can be managed with ongoing adherence to sound environmental practices.

Given the PAF nature of many of the mine materials, the potential to impact surface and groundwater quality and the mines location in the Burdekin river catchment it is likely that water quality will remain a material risk to the Project. Conquest is currently developing a site water quality model. The model is intended to be developed and maintained over the mine life, and post closure, to help manage water quality in the area impacted by the Project. AMC consider Conquest’s proposed water quality management strategy to be reasonable and if well implemented should effectively mitigate this risk.

6.12 Capital and Operating Costs

6.12.1 Capital Cost

The capital estimates for the project summarised from the DFS and the DFSOS are shown in the Table 6.5.

Table 6.5 Capital Estimates

Facility	Capital Cost (A$M) 2009 DFS	Capital Cost (A$M) 2010 DFSOS
Mining Process Plant Tailings Management Facility Infrastructure	22.1 45.3 9.6 29.9	1.9 53.5 5.6 15.7
Total Direct Costs	106.9	76.7
EPCM Owner’s Costs	9.5 10.4	10.1 29.6
Total Indirect Costs	19.9	39.7
Estimate Accuracy Provision	11.0	10.5
Total	137.8	126.9

Note: Pre-stripping costs were recorded under Mining in the 2009 DFS, but have been recorded under Owner’s Costs in the 2010 Optimisation Study.

Major changes to the capital estimate from the DFS to DFSOS include changing to a mining contractor and renting accommodation facilities. Capital estimates appear to be in the expected range of accuracy for a definitive feasibility study.

Capital cost estimates for the ore processing plant were derived from the original Arccon DFS estimate and revised to reflect the capacity reductions and revisions to the flowsheet in the optimisation study. AMC believes this work has been well done, resulting in a robust estimate. However, AMC believes that an extra $1M for an on-stream analyser is required to achieve the level of process control required for the ore processing plant.

The overall allowance of EPCM costs and Owners costs are considered to be adequate.

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AMC believes the sustaining capital cost estimate included in the DFSOS is likely to be insufficient for a project of this complexity, and believe an allowance of 2% of operating costs each year should be included in its modeling scenarios.

AMC considers that a rehabilitation cost between $15M and $20M will be required given the PAF nature of many of the materials generated by the project.

A constructability review has been carried out to highlight construction risks and anticipate opportunities for improvement and risk mitigation. AMC believes that the aggressive construction schedule, which compresses multiple activities within a short time period, is a risk to the capital cost estimate.

6.12.2 Operating Cost

Major changes in operating cost from the DFS to DFSOS include changing to a mining contractor and renting accommodation facilities. The following Table 6.6 summarises operating costs for the DFSOS.

Table 6.6 Operating for the DFSOS

Operating Costs 2010$	Operating Costs 2010$
Item	Unit Cost	Model Total $M
Mining
Mining ore Mining waste Crusher feed Management & technical services	$4.18/t ore $3.36/t waste $1.19/t ore $3.02/t ore	40.0 136.9 11.6 29.4
Subtotal Mining	$22.40/t ore	217.8
Processing
Fixed Variable	$5,301,000pa $11.65/t ore	67.6 113.5
Subtotal Processing	$18.60/t ore	181.1
General and Administration Concentrate Transport Royalties	$6.35/t ore $6.46/t ore $8.73/t ore	61.9 62.9 85.1
Total	$62.50/t ore	608.7

AMC believes the rationale for basing mining costs on a contractor operation is sound and the proposed equipment fleet and related plant is suitable. The proposed owner’s technical team of 12 personnel is very lean, with limited capacity to cover any absences.

AMC considers that, in general, the mining cost estimates are reasonable for an operation of this type, but that costs may have been underestimated in some areas.

AMC considers the ore processing consumable and power costs to be reasonable, but believe labour costs (approximately 30% of ore processing costs) are significantly under-estimated, both in terms of labour numbers and salary levels.

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Overall AMC considers processing labour costs have been under-estimated by up to 40%, equivalent to approximately $2/t on the plant unit cost.

AMC believe that technical and administrative staff complements are too lean, and dependent on the level of off-site support from head office in Townsville. As a consequence AMC believes that the fixed costs for general and administration are low and have been adjusted in AMC’s modeling scenarios.

6.13 Mount Carlton Modelling Scenarios

AMC has prepared two modelling scenarios for Mount Carlton. The scenarios are based on the production and cost schedule prepared by Conquest as part of the DFS Optimisation Study. AMC has changed the production and cost schedules where it believes is reasonable to do so. Although Conquest does not report gold grades for the A39 deposit, AMC has attributed value to the contained gold, based on grades advised by Conquest.

The Case 1 production plan is based on the December 2010 ore reserve. As there are no inferred resource blocks within the pit design or advanced exploration projects that are likely to provide additional tonnages at a high level of certainty, no non-reserve material has therefore been included in Case 1.

The Case 2 production plan includes additional tonnages, based on mining depth extensions to both V2 and A39 deposits identified during the pit optimisation process. The additional tonnages within the 1.32 revenue factor pit optimisation shells (equivalent to a gold price of $1,607/oz and a silver price of $26/oz) are summarised as follows:

V2 Pit: 2.5 Mt @ 1.51 g/t Au, 25 g/t Ag, 0.39% Cu. Waste 15.5 Mt.

A39 Pit: 0.38 Mt @ 0.15 g/t Au, 404 g/t Ag, 0.26% Cu. Waste 11.0 Mt.

In addition to the incremental tonnages within the enlarged pit shells, AMC has added 0.8 Mt at the same grade as the V2 pit extension to the Case 2 mining inventory on the basis of its reasonable expectation for exploration success.

Grades within the V2 and A39 deposits decrease with depth, and AMC considers it reasonable to assume that there is limited potential for underground mining at either deposit.

A summary of the mining inventories used in both cases is shown in the following Table 6.7.

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Table 6.7 AMC Case 1 and Case 2 Mining Inventories for Mount Carlton

Source		Case 1	Case 1			Case 2	Case 2
	Tonnes (Mt)	Au (g/t)	Ag (g/t)	Cu (%)	Tonnes (Mt)	Au (g/t)	Ag (g/t)	Cu (%)
Ore reserves – V2 Non-reserve material – V2	9.27 –	2.73 –	30 –	0.34 –	9.27 3.30	2.73 1.51	30 25	0.34 0.39
Total Inventory – V2	9.27	2.73	30	0.34	12.57	2.41	29	0.35
Ore reserve – A39 Non-reserve material – A39	0.47 –	0.15 –	553 –	0.64 –	0.47 0.38	0.15 0.15	553 404	0.64 0.26
Total Inventory – A39	0.47	0.15	553	0.64	0.85	0.15	486	0.47

AMC applied an average gold recovery of 86% in both Cases. The recovery is based on mineral processing test work and reflects a feed grade of 2.73 g/t Au (average grade of the V2 deposit) and a 50 g/t Au concentrate grade to avoid incurring concentrate penalties. Average silver recoveries of 91% and 90.2% have been used for the V2 and A39 deposits respectively. Copper recoveries of approximately 95% have been applied to both deposits.

AMC has adjusted the costs estimated in the DFSOS to reflect AMC’s assessment that some costs have been underestimated. The adjustments apply to both cases.

A cost of $0.35/t (approximately 8%) has been added to mining costs to cover AMC’s expectation of higher labour costs and to allow for additional peripheral mining costs not included within the original estimate.

A cost equating to $2.13/t processed has been added to the processing costs to cover AMC’s expectation of higher labour costs.

General and administration costs have been increased by $0.76/t processed.

Project capital costs have been increased by $1M for the purchase of an on-stream analyser.

Sustaining capital costs have been increased to 2% of the ore processing and administration costs.

Closure costs have been increased from $5.6M to $17.6M as AMC considers the original estimate is too low to cover the costs of rehabilitating the site, considering the quantities of PAF material produced by mining.

6.14 Risks

The following key risks have been identified from the review:

The inter ramp slope angles appear to be very steep and may lead to pit wall instability and increased waste stripping.

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Pit access ramps are too narrow for two-way haulage using the equipment nominated by mining contractors and may lead to higher costs or increased waste stripping.
The aggressive construction schedule achieved through compression of multiple activities within a short time period coupled with an overly ambitious owner role may lead to an extended construction and commissioning period, thus increasing capital costs.

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7 EXPLORATION PROPERTIES

7.1 Introduction

AMC assessed the exploration assets of Catalpa, Conquest and Newcrest relevant to this proposed transaction, specifically:

Catalpa’s exploration assets associated with the Edna May mine.
Conquest’s exploration assets associated with the Pajingo mine, the Mt Carlton project and the Twin Hills project.
Conquest’s North Queensland regional exploration assets.
Newcrest’s exploration assets associated with the Mt Rawdon and Cracow mines.

7.2 Exploration Valuation Methods

AMC has considered a range of industry valuation methods to value the exploration assets considered. Where possible, AMC has applied more than one method to each asset and generated ranges of values. Values have been rounded and outliers sometimes excluded before selecting a most likely value range and a Preferred Value for the asset. The valuation methods that have been considered for some or all of the assets are described as follows:

a) The Past Expenditure method: A Prospectivity Enhancement Multiplier (PEM), generally between 0.5 and 3.0, is applied to past direct expenditure which AMC judges to be effective in regard to future prospectivity. Planned future expenditure, whether or not committed, has not been included in the base expenditure to which a PEM is applied, but may be taken into consideration in the assessment of prospectivity through the PEM range selected.
b) The Yardstick Value method: A value per unit of product is assigned to an actual resource or to our own estimate of a resource reasonably likely to be delineated by further work. The Yardstick Values that AMC have applied are based on AMC’s assessment of transactions in recent years, the likely complexity of mining and processing and AMC’s assessment of the relative quality of the deposit.
c) Actual or Comparable Transaction method: A value is determined by reference to either actual transactions for the property in question or to recent transactions in the same general geological environment for properties deemed to be at a similar level of exploration and prospectivity. As many such transactions are of a farm-in nature, AMC has assessed a "cash equivalent" value for them by assessing from the terms the "deemed expenditure" on the property at the time of the deal, discounted by a time and probability factor for the likelihood that the farm-in will complete its earning requirement. AMC has adjusted the resulting value for any other terms of the joint venture and/or for the results of work carried out since the commencement of the farm-in.

The exploration properties covered by this valuation are owned by three different companies and AMC has elected to use a similar approach to ensure consistency and relativity between the assets. To do this, AMC has assessed the valuation methods

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appropriate to each asset and has generated a Yardstick Value, represented in dollars per square kilometre, to estimate the exploration value of each asset.

The Yardstick Values AMC has considered are based on our assessment of transactions in recent years, and generally range from less than $500 per km[2] for exploration properties in greenfields areas, or areas deemed to have relatively low prospectivity, to values greater than $10,000 per km[2] for exploration properties deemed to have relatively high prospectivity. Table 7.1 presents a number of the transactions that have influenced AMC’s assessment.

Table 7.1 Selection of Relevant Transactions Providing Yardstick Values

Date and Project Location	Transaction Details	Area (km2)	Implied Value ($/km2)
Aug 2011 WA	Southern Cross Goldfields (SXG) to purchase Mt Rankin Gold project from Renaissance Metals for 5M SXG shares and 10M options. Project valued at $350K	285	1,230
June 2011 WA	Integra Mining Limited to enter JV with Rubicon Resources Limited to attain 51% of the Queen Lapage Gold project, for expenditure of $1.0M over 3 years. Project valued at $0.27 – 0.45M.	113	3,200
Feb 2011 WA	Rox Resources to purchase Mt Fisher Gold-Nickel project from Avoca Resources for 20M Rox shares. Project valued at $1.3M.	615	2,100
Jan 2011 TAS	Bondi Mining Ltd to purchase Mt Owen Gold-Copper project from Pangean Resources Pty Ltd for $0.09M plus 1.75M Bondi shares. Project valued at $0.27M.	19	13,950
Jan 2011 WA	Phoenix Gold Ltd to purchase Broads Dam Gold project from Australian Gold Investments Ltd for $0.5M plus 10M Phoenix shares. Project valued at $2.3M.	30	76,700
Aug 2010 QLD	Independent Expert’s Report for North Queensland Metals valued the Twin Hills exploration prospectivity (exclusive of mineral resources) at a preferred value of $2.72M.	185	14,700
Apr 2010 QLD	Ramelius Resources to enter JV with Liontown Resources to attain 60% of the Mt Windsor project, for expenditure of $7.0M over 4 years. Project valued at $1.2 – 2.1M.	3,500	470
Feb 2010 Qld	JOGMEG to enter JV with Minotaur to attain 51% of the Cloncurry project, for expenditure of $4.0M over 3 years. Project valued at $1.1 – 1.8M.	546	2,660
July 2009 QLD	Pajingo Joint Venture acquired the Twin Hills project from Gold One International for $1.75M	185	9,460
Mar 2008 WA	Claremont Resources agrees to a JV with De Grey Mining to attain 70% of the Turner River project, for expenditure of $5.0M over 2 years. Project valued at $0.6 – 1.0M.	287	2,800

In the case of the Twin Hills project, there are mineral resources that have not been valued by generating production scenarios and estimating a NPV. Here, AMC has also generated a Yardstick Value, represented in dollars per ounce of contained gold in the mineral resource to assess value.

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7.3 Edna May

7.3.1 Status

Catalpa has a 100% interest in the Edna May gold mine and surrounding exploration tenements totaling 855 km[2] .

Most recent exploration and resource definition has focused on down-dip continuity of the Edna May open pit, the adjacent Golden Point mineralisation and the Greenfinch deposit. Deep drilling has also tested the continuity of higher grade quartz reefs for possible underground mining.

Away from the immediate mining area, the tenements are considered prospective for further discoveries however exploration is at an early stage. In 2009, Catalpa carried out extensive auger geochemical sampling over the entire group of tenements that identified anomalies for further work. In 2011, an exploration consultant compiled exploration data and recommended areas for further work. Exploration of these targets is at an early stage.

7.3.2 Valuation

AMC has prepared two production scenarios for Edna May. Case 1 is based on the existing open pit reserves plus a portion of the current underground mineral resource that AMC believes may be recovered by underground mining. Case 2 reflects the potential for mining a greater portion of the open pit resource, and mining additional material discovered through successful exploration. The Case 2 underground mining inventory is also extended based on the potential for exploration success.

AMC considers there is an exploration value attributable to near-mine and regional exploration not incorporated into Cases 1 and 2. Edna May exploration prospectivity is considered to be reasonable and has been valued by applying Yardstick Values of $2,000 to $5,000 per km[2] to the total tenement area, which are in the lower to middle region of AMC’s Yardstick Values. These methods indicate a value of $1.71M to $4.28M with a preferred value of $3.00M.

7.4 Pajingo

7.4.1 Status

Conquest has a 100% interest in the Pajingo gold mine and surrounding exploration tenements, covering some 630 km[2] .

Figure 7.1 presents the resource/reserve inventory for Pajingo and shows that resources and reserves peaked at nearly 4 Moz gold in 2001, but since 2005 the total has hovered around 0.5 to 0.7 Moz. Previous owners Normandy Mining Ltd and Newmont Mining undertook significant exploration up to 2006, but from 2006 to 2010 exploration was minimal and focused on the area in and adjacent to mining areas.

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Figure 7.1 Pajingo Resources and Reserves History
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Source – Conquest Presentation, 2011

Since assuming ownership in late 2010, Conquest announced it would ramp up exploration and has implemented a three phase program to increase the resource and reserve base i.e.:

In-mine exploration to convert resources at Jandam, Zed and Faith to reserves.
Resource development to increase resources at Lower Leaping Dog, Powerline, Bunty, Cindy to Bell Vein, Anne West and Jandam Hangingwall.
Regional exploration, with an initial focus to add new resources at the Starlight, Moonlight and Barking Spider prospects, close to the existing mine.

This work has already resulted in an increase in total mineral resources and ore reserves, with Conquest reporting resources inclusive of reserves of 0.73 Moz, and reserves of 0.14 Moz, as of the end of June 2011. In addition, several very encouraging intersections have been drilled in the regional area e.g. at Moonlight (4.0m @ 19.5 g/t Au in hole JMRD3680) and at Starlight (3.0m @ 6.4 g/t Au in hole JMRD3659 and 2.0m @ 7.5 g/t Au in hole JMRD3657).

7.4.2 Valuation

AMC has prepared two production scenarios for Pajingo. Case 1 is based on the existing ore reserves, plus remnant material, existing mineral resources yet to be evaluated for mining and a small amount of material resulting from exploration success. Case 2 extends the Case 1 underground and open pit production plans by one year.

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The additional open pit production is assumed to come from a new pit on one of the current exploration targets at a similar grade and stripping ratio as the other pits.

AMC considers there is no additional exploration value attributable to the current resource inventory at Pajingo and the in-mine component of exploration because this potential has been incorporated into the modeling scenarios. There is an exploration value attributable to both the resource development and regional exploration. Pajingo exploration prospectivity is considered to be very good and has been valued by applying Yardstick Values of $5,000 to $8,000 per km[2] to the total tenement area, which are in the middle to upper region of AMC’s Yardstick Values. These methods indicate a value of $3.15M to $5.04M with a preferred value of $4.10M.

7.5 Mt Rawdon

7.5.1 Status

NML has a 100% interest in the Mt Rawdon gold mine and surrounding exploration tenements, covering some 680 km[2] .

Most recent exploration has focused on the area immediately adjacent to the Mt Rawdon open pit testing for along strike and down dip extensions to mineralisation. Away from the immediate mining area, the tenements are considered prospective for further discoveries; however, exploration is at an early stage. In 2011, Newcrest intends to undertake small exploration programmes at two prospects i.e.:

Follow up drilling of the Kent’s Knob Breccia prospect, located 25 km southeast of Mt Rawdon. This prospect lies immediately northeast of the historic Mt Shamrock mine which produced a total of 35,000 oz gold.
Testing of gold anomalies in soil samples at the Mt Dell prospect, believed to be associated with a shallow intrusive body.

None of these anomalies are considered advanced exploration targets at present.

7.5.2 Valuation

AMC has prepared only one production scenario for Mt Rawdon based on the current ore reserves, as there are currently no additional mineral resources with a reasonable expectation of being mined to justify a Case 2 modelling scenario. Therefore AMC considers there is no additional exploration value attributable to the current resource inventory and the exploration planned to test the immediate along strike and down dip extensions of the known mineralisation at the mine.

AMC considers there is an exploration value attributable to regional exploration not incorporated into Case 1, but prospectivity is considered to be low. Mt Rawdon exploration prospectivity has been valued by applying Yardstick Values of $1,000 to $4,000 per km[2] to the total tenement area, which are in the lower region of AMC’s Yardstick Values. These methods indicate a value of $0.68M to $2.72M with a preferred value of $1.70M.

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7.6 Cracow

7.6.1 Status

The Cracow gold mine and surrounding tenements, owned jointly by Newcrest (70% interest) and Catalpa (30% interest), covers some 570 km[2] .

The joint venture is actively exploring the mine leases and surrounding exploration tenements and has a $7M budget for 2010/11 with three key aims:

Convert resources to reserves in the immediate mine area, focusing on Kilkenny, Tipperary, Phoenix, Sovereign North, Roses Pride and Empire.
Identify new resources adjacent to and along strike from known mineralisation in the immediate mining areas.
Add new resources from regional exploration, with a focus north and south of the Cracow Goldfield.

7.6.2 Valuation

AMC has prepared two production scenarios for Cracow. Case 1 is based on the existing ore reserves plus a significant quantity of non-reserve material, including lowgrade material recovered from the IO Dump. Case 2 production extends the Case 1 underground mine life by a further two years (based on some exploration success), supplemented by production from the Golden Plateau open pit and from low-grade dumps.

AMC considers there is no additional exploration value attributable to the current resource inventory at Cracow because this has already been included in the modeling scenarios. There is an exploration value attributable to both near mine and regional exploration. Cracow exploration prospectivity is considered to be good and has been valued by applying Yardstick Values of $4,000 to $7,000 per km[2] to the total tenement area, which are in the middle to upper region of AMC’s Yardstick Values. These methods indicate a value of $2.28M to $3.99M with a preferred value of $3.15M.

7.7 Mt Carlton

7.7.1 Status

Conquest has a 100% interest in the Mt Carlton project and surrounding exploration tenements, covering some 880 km[2] .

The development project is anticipated to commence production in 2012 and therefore, most recent exploration has focused on the V2 and A39 deposits. In April 2011, Conquest approved a $5.5M exploration programme to be directed at the Mt Carlton area and surrounding tenements, with the aim of:

Locating additional mineralising centres adjacent to the V2 and A39 deposits.
Converting resources to reserves at the V2 East deposit.

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Locating additional high grade silver mineralisation similar to the A39 deposit.

7.7.2 Valuation

AMC has prepared two modelling scenarios for Mount Carlton. Case 1 production is based on the existing ore reserve. Case 2 includes additional material based on mining depth extensions to both the V2 and A39 deposits, plus a provision for some exploration success.

AMC considers that there is no additional exploration value attributable to the current resource inventory at V2 and A39 because this has been incorporated into the Case 2 modeling scenario. There is an exploration value attributable to areas near these deposits as well as regional exploration. Mt Carlton exploration prospectivity is considered to be reasonable and has been valued by applying Yardstick Values of $2,500 to $5,000 per km[2] to the total tenement area, which are in the lower to middle region of AMC’s Yardstick Values. These methods indicate a value of $2.20M to $4.40M with a preferred value of $3.30M.

7.8 Twin Hills

7.8.1 Project Description and History

Conquest has a 100% interest in the Twin Hills gold project located in QLD, 190 km south of the Pajingo mine. The project consists of one granted ML and six EPM’s covering approximately 180 km[2] (see Figure 7.2).

Gold mineralisation at Twin Hills was discovered in the 1980’s at the 309 Deposit and the Lone Sister Deposit. Previous owners operated a small underground operation from 2005 to 2007 with the ore trucked some 280 km north to Rishton for processing. The operation was not profitable.

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Figure 7.2 Twin Hills Project Location
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The Pajingo Joint Venture (60% North Queensland Metals and 40% Heemskirk Consolidated) purchased the project in July 2009 for $1.75M and completed additional drilling prior to estimation of new mineral resources and reserves. Conquest acquired the project in November 2010 as part of its successful takeover of North Queensland Metals and purchased the remaining interest held by Heemskirk Consolidated soon after.

In late 2010, Conquest announced it would recommence underground mining at the 309 Deposit to provide feed to the Pajingo mill and started redevelopment with a view to commence production by June 2011. However, additional dewatering requirements and the need to develop a bypass around an area of fallen ground in the main access decline resulted in a decision in June 2011 to cease the redevelopment and place the operation under care and maintenance.

7.8.2 Status

The Twin Hills project comprises two known deposits (309 Deposit and Lone Sister) and Conquest has reported mineral resources as of June 2011, reproduced in Table 7.2. The 309 Deposit has both open pit resources (reported at a cut-off of 0.5 g/t Au within a pit shell designed using a $1,500/oz gold price) and underground resources (reported using a cut-off of 2.0 g/t Au below the pit shell). The Lone Sister resource has been reported at a cut-off of 2.0 g/t Au to reflect an underground mining scenario.

Table 7.2 Twin Hills Project Mineral Resources at 30 June 2011

	Measured Resource	Measured Resource	Indicated Resource	Indicated Resource	Inferred Resource	Inferred Resource	Total Resource	Total Resource
	Tonnes (Mt)	Au (g/t)	Tonnes (Mt)	Au (g/t)	Tonnes (Mt)	Au (g/t)	Tonnes (Mt)	Au (g/t)
309 Deposit Lone Sister	– 0.54	– 4.10	2.45 0.28	2.20 3.40	1.15 0.20	2.84 2.80	3.60 1.02	2.40 3.70
Total	0.54	4.10	2.73	2.30	1.35	2.80	4.62	2.70

No ore reserves are reported for either the 309 Deposit or Lone Sister. AMC considers this appropriate given that Conquest has placed the redevelopment of the 309 Deposit on care and maintenance.

There is potential to discover limited additional mineralisation in the immediate vicinity of both the 309 Deposit and Lone Sister, but AMC considers prospectivity is low at both, because significant drilling has been carried out. Away from the two main deposits, the tenements are considered prospective for further discoveries; however, exploration is at an early stage. The main targets are the lateral extensions of the 309 Deposit, the structural corridor between the two deposits, and other potential 309 style deposits in the northern part of the tenement.

7.8.3 Valuation

AMC has not developed production scenarios for Twin Hills because economic evaluations yield negative NPV’s for the project. Consequently, AMC has valued the project using exploration valuation methods.

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In assessing the value of this project, AMC notes:

In December 2008, an independent consulting firm prepared a technical valuation of the Twin Hills project for BMA Gold Limited, using a Comparable Transactions approach. This resulted in a valuation ranging from $1.02M to $4.65M, with a preferred value of $1.93M, selected by the consulting firm at the lower end of the range.
In July 2009, the Twin Hills project was acquired by the Pajingo Joint Venture for $1.75M.
In August 2010, an Independent Expert’s Report for North Queensland Metals included a valuation of the Twin Hills project. Twin Hills and Pajingo were combined in the analysis, so it is not possible to isolate the value of the Twin Hills project; however, a Fair Market Value of the exploration potential outside of the defined resources and reserves existing at the time was estimated. This resulted in a valuation ranging from $1.47M to $3.96M, with a preferred value of $2.72M.

AMC has adopted an approach that values the mineral resources based on a Yardstick Value in dollars per ounce of contained gold in resources, with an additional component of value for the exploration potential of the tenement area using a Yardstick Value in dollars per square kilometre. Values of $7.5 to $10.0/oz for measured resources, $5.0 to $7.5/oz for indicated resources, $2.5 to $5.0/oz for inferred resources were applied. Twin Hills exploration prospectivity is considered to be relatively low and has been valued by applying Yardstick Values of $1,000 to $4,000 per km[2] to the total tenement area, which are in the lower region of AMC’s Yardstick Values. These methods indicate a value of $2.04M to $3.58M with a preferred value of $2.80M.

7.9 North Queensland Regional Exploration

7.9.1 Description

Conquest has a 100% interest in a portfolio of exploration tenements in the North Queensland area, south and west of the Mt Carlton project. The portfolio consists of seven granted EPM’s and one application, covering approximately 880 km[2] (see Table 7.3 and Figure 6.1).

Table 7.3 Conquest North Queensland Exploration Tenements Status

Tenement	Granted	Size	Annual Rent	Holder
EPM 11971	31/08/2004	8 sub blocks	$2,500	Conquest
EPM 14155	25/11/2004	9 sub blocks	$2,500	Conquest
EPM 15597	22/05/2008	123 sub blocks	$2,500	Conquest
EPM 15598	Application	14 sub blocks	–	Conquest
EPM 15623	20/02/2008	50 sub blocks	$2,500	Conquest
EPM 15630	2/05/2007	25 sub blocks	$2,500	Conquest
EPM 17242	26/11/2009	32 sub blocks	$2,500	Conquest
EPM 17243	26/11/2009	14 sub blocks	$2,500	Conquest

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These tenements are considered prospective for a range of mineralisation styles and targets, including:

Mt Carlton style gold-silver-copper deposits.
Porphyry copper-gold ± molybdenum deposits.
Epithermal gold deposits.

7.9.2 Status

In April 2011, Conquest announced it would focus its regional North Queensland exploration activities on mineralisation targets akin to the Mt Carlton style deposits and seek joint venture partners for those tenements that were assessed as being less prospective for this style of mineralisation, including EPM’s 11971, 15598, 15623 and 17243.

7.9.3 Valuation

To date, Conquest has spent $0.95M in exploration expenditure on all of the tenements. A valuation based on the Past Expenditure method applying a PEM of 1.0 to 1.5 generates an exploration valuation ranging from $0.95M to $1.43M.

AMC considers Twin Hills exploration prospectivity is low and has been valued by applying Yardstick Values of $500 to $2,500 per km[2] to the total tenement area, which are in the low region of AMC’s Yardstick Values. These methods indicate a value of $0.44M to $2.20M with a preferred value of $1.30M, and compare favourably with the Past Expenditure method.

7.10 Valuation Summary

Table 7.4 presents a summary for the exploration valuations and indicates a value of $12.50M to $26.20M with a preferred value of $19.35M.

Table 7.4 Summary of Exploration Valuations

Summary Exploration Valuations ($M)	Low	Preferred	High
Edna May Pajingo Mt Rawdon Cracow Mt Carlton Twin Hills North QLD Regional Exploration	$1.71 $3.15 $0.68 $2.28 $2.20 $2.04 $0.44	$3.00 $4.10 $1.70 $3.15 $3.30 $2.80 $1.30	$4.28 $5.04 $2.72 $3.99 $4.40 $3.58 $2.20
Total	$12.50	$19.35	$26.20

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8 QUALIFICATIONS

AMC is a firm of mineral industry consultants whose activities include the preparation of due diligence reports and reviews on mining and exploration projects for equity and debt funding and for public reports.

Signatories to this report are Mr M Dorricott, FAusIMM(CP) and Mr M Thomas, MAusIMM(CP). Both Mr Dorricott and Mr Thomas are employees of AMC.

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9 REFERENCES

Annual Resources and Reserves Update. ASX Release, 9 August 2011, Conquest Mining Limited.

Second Quarter Activities and Cash Flow Report, 21 January 2010, Conquest Mining Limited.

NQM (2011). NQM MRO Operations, May 2011.ppt.

NQM (2011). MRO Exploration May Presentation_2011.ppt.

NQM (2011). NQM Mt Rawdon – Budget FY12 Summary Final.xls, June 2011.

NQM (2011). NQM Mt Rawdon – Open Pit Mineral Resource: (MRO MR 11-06, Revision L1&L2); July 2011; C. Ryan.

NQM (2011). NQM Mt Rawdon-Ore Reserve Report (MRO OR 11-06, Revision L1&L2); June 2011; N Spicer.

NQM (2011). NQM MRO SPM 5YP-FY12 110511-MC LOM-mine schedule.xls.

NQM (2011). NQM FY11 .Reserve reporting Mt Rawdon Open Pit, March 2011.

NQM (2011) IMC01343 Mt Rawdon Ore Reserve as of January 1, 2011.

NQM (2011) Memorandum June 2011 Mineral Resource April_June 2011 RRSC version.

NQM (2010-2011) MRO EOM – monthly reports.

NQM (2011). NQM Mt Rawdon-Open Pit Mineral Resource: MRO MR 11-06, Revision L1&L2; June 2011; B. Cox & T Murphy.

NQM (2011). NQM June 2011 Mineral Resource; B. Cox & T Murphy.

NQM (2011) Mt Rawdon Tenement Schedule.xlsx.

NQM (2011) Exploration Expenditure Mt Rawdon.xlsx.

A Tomasett (2008); Tenzing Pty Ltd: LGL02016 Report Estimation of Gold and Silver Resources at Mt Rawdon.

PGM (2011). Conquest Mining Pajingo Geology Overview.pptx.

PGM (2011). Conquest Mining 20110504 Pajingo Geology Exploration.pptx.

PGM (2011). Conquest Mining Pajingo Exploration Monthly Report May 2011.

PGM (2011). Conquest Mining 101111 NQM current list of tenements – February 2011.xlsx.

PGM (2011 Conquest Mining LOM Pajingo Base Case July 2011 v3.xlsx.

PGM (2011). Conquest Mining Pajingo Executive Summary June 2010.

PGM (2011). Conquest Mining Pajingo Executive Summary December 2010.

PGM (2011). Conquest Mining Pajingo Executive Summary May 2011.

PGM (2011). Conquest Mining Pajingo R&R Table_260711 as at 1935 hrs.xlsx. PGM (2011). Conquest Mining Life of Mine interim Report.

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NQM (2008). NQM Mineral Resource and Ore Reserve Report as of 31[st] March 2008: Pajingo Gold Mine.

NQM (2010). NQM Mineral Resource and Ore Reserve Report as of 30[th] June 2010: Pajingo Gold Mine.

A Richmond (2004); Golder Associates: Technical Memorandum on ‘Anne and Veracity geostatistical study’.

(NQM) (2010) Conquest Mining Drilling Report January-March 2010-Twin Hills.

Hackett S (2009) Snowden Draft Re: Twin Hills Recoverable Resource Estimate October 2009.

Graindorge J (2011) Snowden Re: Twin Hills Mineral Resource Update March 2010.

Cox C (2011) Snowden Re: Twin Hills Mineral Resource – June 2011.

Lutherborrow C.H. (2006) Twin Hills Lone Sister Deposit Resource Estimate September 2006.

(Catalpa) (2011) Cracow FY12 Budget.xlsx.

(Catalpa) (2011) Cracow SPM 5YP 290311_xlt – mine schedule.xls.

(Catalpa) (2011) Cracow resource reconciliation Mar 11.xls.

(Catalpa) (2010-2011) Cracow Gold Mine – Cracow Monthly Reports.

(Catalpa) (2010-2011) Cracow Gold Mine – Operations Overview at Cracow May 2011.ppt.

(Catalpa) (2011) Cracow Gold Mine – QA/QCR Summary Report produced 17 05 2011.

(Catalpa) (2011) Cracow Gold Mine – BM_Naming Example text document.

(Catalpa) (2009) Cracow Gold Mine – Standard Operating Procedure – Development Face Sampling.

(Catalpa) (2005) Cracow Gold Mine – Standard Operating Procedure – Core Logging and Sampling Procedure for LTK60 core size.

(Catalpa) (2007) Cracow Gold Mine R Taube – QA/QC documentation Crown and Royal Shoots, Cracow April 2006 to April 2007: Sample Preparation and Standards Data.

(Catalpa) (2011) Tenement list Cracow 2011-05-30.xlsx.

(Newcrest) (2010) Cracow MR OR Report June 2010 – Cracow Mineral Resources and Ore Reserves March 2011.

(Newcrest) (2010) Cracow MR OR Report Dec 2010 L1+signoff – Cracow Mineral Resources and Ore Reserves December 2010.

(Newcrest) (2011) Cracow MR OR Report March 2011 – Cracow Mineral Resources and Ore Reserves March 2011.

(Newcrest) (2011) Cracow MR OR Report L1 and L2+signoff – Cracow Mineral Resources and Ore Reserves June 2011.

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(Newcrest) (2010) Cracow Project (Cracow Joint Venture & Cracow Mining Joint Venture) Interim Report – FY11 Completed Exploration Program Results and Expenditure.

(Newcrest) (2010) Cracow Project Proposed Exploration Program & Budget 1 July 2010 to 30 June 2011.

(AMC) (2007) Preliminary Geotechnical Evaluation of Sovereign Shoot Area at the Cracow Gold Mine, Newcrest Mining Limited.

(Mining One) (2006) Rock Stress Measurement Royal and Crown Declines for the Cracow Gold Mine.

AARC (2010). Mt Carlton Project Environmental Management Plan. Report prepared for Conquest by AustralAsian Resource Consultants Pty Ltd, December 2010.

ARCCON (2009). Mt Carlton Project Definitive Feasibility Study. Report collated by Arccon Mining Services for Conquest.

AMDAD (2010). Silver Hill Project Ore Reserve Statement. Report prepared for Conquest by Australian Mine Design and Development Pty Ltd, December 2010.

Conquest (2010). Mt Carlton Optimisation Study. Conquest Mining Limited, December 2010.

Conquest (2011). Tenement Listing of Exploration Permits. Conquest Mining Limited, February 2011.

Golder Associates (2010a). Mt Carlton Project Mine Waste Management Plan. Report No. 107311012-018 Rev0 submitted to Conquest, 6 December 2010.

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APPENDIX A

ABBREVIATIONS

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CONQUEST MINING & CATALPA RESOURCES Project Fort Knox Abbreviation Definition AMC AMC Consultants Pty Ltd CAPEX Capital Expenditure CGM Cracow Gold Mine CIL Carbon-in-Leach CJV Cracow Joint Venture DERM Queensland Department of Environment and Resource Management EA Environmental Authority EMOS Environmental Management Overview Strategy EMP Environmental Management Plan EPM Exploration Permit for Minerals FY Financial Year GSA Grant Samuel & Associates Pty Ltd LOM Life of mine ML Mining Leases NAF Non-acid forming NPV Net Present Values NRM Non-reserve material NSW New South Wales OK Ordinary Kriging OoM Order of Magnitude PAF Potential acid forming PEM Past Expenditure Method PGM Pajingo Gold Mine PoO Plan of Operations TSF Tailings Storage Facility WAD Weak acid dissociable WRD Waste rock dump General 3D Three dimensional 2D Two dimensional $ Australian dollar % percent Ag silver All AMC modelling scenarios Prospective production and capital and operating cost as valuation inputs Au gold Cu copper DDH Diamond drillhole EPA Queensland Environmental Protection Act 1994 g gram g/t grams per tonne GST Government Sales Tax	CONQUEST MINING & CATALPA RESOURCES Project Fort Knox Abbreviation Definition AMC AMC Consultants Pty Ltd CAPEX Capital Expenditure CGM Cracow Gold Mine CIL Carbon-in-Leach CJV Cracow Joint Venture DERM Queensland Department of Environment and Resource Management EA Environmental Authority EMOS Environmental Management Overview Strategy EMP Environmental Management Plan EPM Exploration Permit for Minerals FY Financial Year GSA Grant Samuel & Associates Pty Ltd LOM Life of mine ML Mining Leases NAF Non-acid forming NPV Net Present Values NRM Non-reserve material NSW New South Wales OK Ordinary Kriging OoM Order of Magnitude PAF Potential acid forming PEM Past Expenditure Method PGM Pajingo Gold Mine PoO Plan of Operations TSF Tailings Storage Facility WAD Weak acid dissociable WRD Waste rock dump General 3D Three dimensional 2D Two dimensional $ Australian dollar % percent Ag silver All AMC modelling scenarios Prospective production and capital and operating cost as valuation inputs Au gold Cu copper DDH Diamond drillhole EPA Queensland Environmental Protection Act 1994 g gram g/t grams per tonne GST Government Sales Tax
Abbreviation	Definition
AMC CAPEX CGM CIL CJV DERM EA EMOS EMP EPM FY GSA LOM ML NAF NPV NRM NSW OK OoM PAF PEM PGM PoO TSF WAD WRD	AMC Consultants Pty Ltd Capital Expenditure Cracow Gold Mine Carbon-in-Leach Cracow Joint Venture Queensland Department of Environment and Resource Management Environmental Authority Environmental Management Overview Strategy Environmental Management Plan Exploration Permit for Minerals Financial Year Grant Samuel & Associates Pty Ltd Life of mine Mining Leases Non-acid forming Net Present Values Non-reserve material New South Wales Ordinary Kriging Order of Magnitude Potential acid forming Past Expenditure Method Pajingo Gold Mine Plan of Operations Tailings Storage Facility Weak acid dissociable Waste rock dump
General 3D 2D $ % Ag All AMC modelling scenarios Au Cu DDH EPA g g/t GST	Three dimensional Two dimensional Australian dollar percent silver Prospective production and capital and operating cost as valuation inputs gold copper Diamond drillhole Queensland Environmental Protection Act 1994 gram grams per tonne Government Sales Tax

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CONQUEST MINING & CATALPA RESOURCES
Project Fort Knox
Abbreviation
Definition
JORC Code
Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves, The JORC Code 2004 Edition, Effective
December 2004, Prepared by the Joint Ore Reserves Committee of the
Australasian Institute of Mining and Metallurgy, Australian Institute of
Geoscientists and Minerals Council of Australia (JORC).
km
kilometres
km2
square kilometres
koz
thousand ounces
kt
thousand tonnes
ktpa
thousand tonnes per annum
kW
kilowatts
M
million
m
metres
m2
square metre
Mbcm
million bank cubic metres
mbs
Depth below surface in metres
Mg/L
Milligrams per litre
mm
millimetres
mN
Metres north
mRL
reduced level
Mt
million tonnes
Mtpa
million tonnes per annum
Ni
nickel
RAB
Rotary air blast drillholes
RC
Reverse circulation (drillholes)
oC
degrees Celsius
oz
ounce
Pb
lead
QA/QC
Quality assurance / quality control
t
tonnes
tpa
tonnes per annum
tph
tonnes per hour
US$ United States dollar
Valmin Code
Code for the Technical Assessment and Valuation of Mineral and
Petroleum Assets and Securities for Independent Expert Reports, The
VALMIN Code 2005 Edition, Prepared by The VALMIN Committee, a joint
committee of the Australasian Institute of Mining and Metallurgy, the
Australian Institute of Geoscientists and the Mineral industry Consultants
Association with the participation of the Australian Securities and
Investment Commission, the Australian Stock Exchange Limited, the
Minerals Council of Australia, the Petroleum Exploration Society of
Australia, the Securities Association of Australia and representatives from
the Australian finance sector.
Zn
Zinc

Abbreviation

Definition

JORC Code
km
km2
koz
kt
ktpa
kW
M
m
m2
Mbcm
mbs
Mg/L
mm
mN
mRL
Mt
Mtpa
Ni
RAB
RC
oC
oz
Pb
QA/QC
t
tpa
tph
US$ Valmin Code
Zn

Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves, The JORC Code 2004 Edition, Effective
December 2004, Prepared by the Joint Ore Reserves Committee of the
Australasian Institute of Mining and Metallurgy, Australian Institute of
Geoscientists and Minerals Council of Australia (JORC).
kilometres
square kilometres
thousand ounces
thousand tonnes
thousand tonnes per annum
kilowatts
million
metres
square metre
million bank cubic metres
Depth below surface in metres
Milligrams per litre
millimetres
Metres north
reduced level
million tonnes
million tonnes per annum
nickel
Rotary air blast drillholes
Reverse circulation (drillholes)
degrees Celsius
ounce
lead
Quality assurance / quality control
tonnes
tonnes per annum
tonnes per hour
United States dollar
Code for the Technical Assessment and Valuation of Mineral and
Petroleum Assets and Securities for Independent Expert Reports, The
VALMIN Code 2005 Edition, Prepared by The VALMIN Committee, a joint
committee of the Australasian Institute of Mining and Metallurgy, the
Australian Institute of Geoscientists and the Mineral industry Consultants
Association with the participation of the Australian Securities and
Investment Commission, the Australian Stock Exchange Limited, the
Minerals Council of Australia, the Petroleum Exploration Society of
Australia, the Securities Association of Australia and representatives from
the Australian finance sector.
Zinc

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Deed

[Executed version for release to ASX]

Transaction Implementation Deed

Newcrest Mining Limited Catalpa Resources Limited Conquest Mining Limited

[email protected] / [email protected]

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	The	deed 1
	Operative part 2
1	Definitions and interpretation 2
	1.1	Definitions ................................................................................................................. 2
	1.2	Interpretation ............................................................................................................. 2
	1.3	Best and reasonable endeavours ............................................................................. 3
	1.4	Business Day ............................................................................................................ 3
	1.5	Contra proferentem excluded ................................................................................... 3
2	Agreement to proceed with the Transaction 3
3	Conditions precedent and pre-implementation steps 4
	3.1	Conditions precedent ................................................................................................ 4
	3.2	Best endeavours ....................................................................................................... 9
	3.3	Waiver of conditions precedent .............................................................................. 10
	3.4	Termination on failure of condition precedent ......................................................... 11
	3.5	Certain notices ........................................................................................................ 11
4	Transaction steps 12
	4.1	Scheme ................................................................................................................... 12
	4.2	No amendment to the Scheme without consent ..................................................... 12
	4.3	Scheme Consideration ........................................................................................... 12
	4.4	Ineligible Foreign Shareholders .............................................................................. 13
	4.5	Shares to rank equally ............................................................................................ 14
	4.6	Provision of Conquest Share information ............................................................... 14
	4.7	Options Offers ......................................................................................................... 14
	4.8	ASX Waiver ............................................................................................................ 16
	4.9	Treatment of Catalpa performance rights ............................................................... 16
5	Implementation 17
	5.1	Conquest’s obligations ............................................................................................ 17
	5.2	Catalpa’s obligations ............................................................................................... 20
	5.3	Newcrest’s obligations ............................................................................................ 23
	5.4	The Scheme Booklet and the Explanatory Memorandum ...................................... 24
	5.5	Appointment of Catalpa directors ........................................................................... 25
	5.6	Conquest Board recommendation .......................................................................... 26
	5.7	Catalpa Board recommendation ............................................................................. 27
	5.8	Conduct of Court proceedings ................................................................................ 28

Contents 1

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6	Rights Offer 29	Rights Offer 29
7	Conduct of business 29
	7.1	Catalpa and Conquest ............................................................................................ 29
	7.2	Newcrest ................................................................................................................. 30
	7.3	Newcrest shortfall obligation ................................................................................... 31
	7.4	Remedies ................................................................................................................ 31
	7.5	Retention of Tenements and Properties ................................................................. 31
8	Integration 31
	8.1	Access to information ............................................................................................. 31
	8.2	Transition Committee .............................................................................................. 32
9	Representations and warranties 33
	9.1	Catalpa’s Warranties .............................................................................................. 33
	9.2	Catalpa’s indemnity ................................................................................................ 34
	9.3	Qualifications on Catalpa Warranties ..................................................................... 34
	9.4	Conquest’s Warranties ........................................................................................... 34
	9.5	Conquest’s indemnity ............................................................................................. 34
	9.6	Qualifications on Conquest Warranties .................................................................. 34
	9.7	Newcrest’s Warranties ............................................................................................ 35
	9.8	Newcrest’s indemnity .............................................................................................. 35
	9.9	Qualifications on Newcrest Warranties ................................................................... 35
	9.10	Other warranties and conditions excluded .............................................................. 35
	9.11	Survival of Warranties ............................................................................................. 35
	9.12	Survival of indemnities ............................................................................................ 35
	9.13	Timing of warranties ............................................................................................... 36
	9.14	No Claim on or after Implementation Date ............................................................. 36
10	Claims for breach of Warranty 36
	10.1	Conditions of payment and Claims ......................................................................... 36
	10.2	Dealing with breach of Newcrest Warranty after the Implementation Date ............ 37
	10.3	Insurance and third party recovery ......................................................................... 38
	10.4	Restructure or disposal of the Businesses ............................................................. 39
11	Releases 39
	11.1	Catalpa directors and officers ................................................................................. 39
	11.2	Conquest directors and officers .............................................................................. 40
	11.3	Newcrest directors and officers .............................................................................. 40
	11.4	Deeds of indemnity and insurance ......................................................................... 40
12	Public announcements 41
	12.1	Announcement of transaction ................................................................................. 41
	12.2	Other public announcements .................................................................................. 41
	12.3	Required disclosure ................................................................................................ 41
13	Confidentiality 42
	13.1	Confidentiality Deed ................................................................................................ 42
	13.2	Survival of obligations ............................................................................................. 42
14	Exclusivity 42
	14.1	No-talk .................................................................................................................... 42
	14.2	No-shop .................................................................................................................. 42
	14.3	Limitation to no-talk ................................................................................................. 42
	14.4	Notification of approaches ...................................................................................... 43

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	14.5 Provision of information .......................................................................................... 43
	14.6 Response to a Competing Proposal ....................................................................... 44
	14.7 Compliance with law ............................................................................................... 44
	14.8 Warranty and representation .................................................................................. 45
15	Standstill 45
	15.1 Standstill ................................................................................................................. 45
	15.2 Standstill ceasing to apply ...................................................................................... 45
16	Reimbursement Fees 46
	16.1 Background ............................................................................................................. 46
	16.2 Payment of the Conquest Reimbursement Fees .................................................... 46
	16.3 Catalpa written demand .......................................................................................... 47
	16.4 Newcrest written demand ....................................................................................... 47
	16.5 Payment of Catalpa Reimbursement Fees ............................................................. 47
	16.6 Conquest written demand ....................................................................................... 48
	16.7 Newcrest written demand ....................................................................................... 48
	16.8 Nature of payment .................................................................................................. 48
	16.9 Compliance with law ............................................................................................... 48
	16.10 Other exception ...................................................................................................... 49
	16.11 Other claims ............................................................................................................ 49
17	Termination 49
	17.1 Termination ............................................................................................................. 49
	17.2 Breach of Warranties .............................................................................................. 50
	17.3 Effect of termination ................................................................................................ 51
	17.4 Termination ............................................................................................................. 51
	17.5 Terminable in writing ............................................................................................... 52
18	Duty, costs and expenses 52
	18.1 Stamp duty .............................................................................................................. 52
	18.2 Costs and expenses ............................................................................................... 52
19	GST 52
20	General 53
	20.1 No representation or reliance ................................................................................. 53
	20.2 No merger ............................................................................................................... 54
	20.3 Consents ................................................................................................................. 54
	20.4 Notices .................................................................................................................... 54
	20.5 Governing law and jurisdiction ................................................................................ 55
	20.6 Waivers ................................................................................................................... 55
	20.7 Variation .................................................................................................................. 56
	20.8 Assignment ............................................................................................................. 56
	20.9 Acknowledgement .................................................................................................. 56
	20.10 No third party beneficiary ........................................................................................ 56
	20.11 Further action .......................................................................................................... 56
	20.12 Entire agreement .................................................................................................... 56
	20.13 Counterparts ........................................................................................................... 56
	Schedules
	Catalpa Warranties 58
	Conquest Warranties 66

Contents 3

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Newcrest Warranties	74
Catalpa Securities	77
Conquest details	79
Conquest Options	80
Glossary	87
Catalpa Tenements	112
Conquest Tenements	114
Signing page	117
Attachments
Indicative Timetable
Share Scheme
Deed Poll
Transitional Services Agreement Principles
Asset Sale Agreement
Subscription Deed
Cracow Exploration Joint Venture Business Plan
Cracow Mining Joint Venture Business Plan
Mt Rawdon Business Plan

Contents 4

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The deed

Transaction Implementation Deed

Date ► 15 June 2011


Between the parties
Conquest	Conquest Mining Limited ACN 009 232 277 of 282 Oxford Street, Bondi Junction, 2022
Catalpa	Catalpa Resources Limited ACN 084 669 036 of 9 Havelock Street, West Perth, 6005
Newcrest	Newcrest Mining Limited ACN 005 683 625 of 600 St Kilda Road, Melbourne, 3004
Background	The parties have agreed that: (a) Catalpa will acquire Conquest by means of a scheme of arrangement under Part 5.1 of the Corporations Act between Conquest and Scheme Shareholders respectively; and (b) Catalpa will, simultaneously with, and interconditionally upon, the acquisition of Conquest, acquire the Sale Interests from subsidiaries of Newcrest on the terms of the Asset Sale Agreement (including issuing Catalpa Shares to one or more Newcrest Group Members as consideration for such acquisition on the terms of the Subscription Deed). The parties have agreed to implement the above transactions on the terms of this deed.
The parties agree	as set out in the Operative part of this deed, in consideration of, among other things, the mutual promises contained in this deed.

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Operative part

1 Definitions and interpretation

1.1 Definitions

The meanings of the terms used in this deed are set out in the glossary in Schedule 8.

1.2 Interpretation

In this deed, headings are for convenience only and do not affect interpretation and, unless the context requires otherwise:

(a) words importing the singular include the plural and vice versa;
(b) words importing a gender include any gender;
(c) other parts of speech and grammatical forms of a word or phrase defined in this deed have a corresponding meaning;
(d) a reference to a person includes an individual, the estate of an individual, a corporation, an authority, an association or a joint venture, a partnership, a trust and any Government Agency;
(e) a reference to a clause, party, Attachment, exhibit or Schedule is a reference to a clause of, and a party, Attachment, exhibit and Schedule to this deed, and a reference to this deed includes any Attachment, exhibit and Schedule;
(f) a reference to a statute, regulation, proclamation, ordinance or by law includes all statutes, regulations, proclamations, ordinances or by laws amending, consolidating or replacing it, whether passed by the same or another Government Agency with legal power to do so, and a reference to a statute includes all regulations, proclamations, ordinances and by laws issued under that statute;
(g) a reference to any document (including this deed) is to that document as varied, novated, ratified or replaced from time to time;
(h) the word ‘includes’ in any form is not a word of limitation;
(i) a reference to ‘$’, ‘A$’ or ‘dollar’ is to Australian currency;
(j) a reference to any time unless otherwise indicated, is a reference to the time in Sydney;
(k) a term defined in or for the purposes of the Corporations Act has the same meaning when used in this deed; and

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2 Agreement to proceed with the Transaction

(l) a reference to the Listing Rules includes any variation, consolidation or replacement of these rules and is to be taken to be subject to any waiver or exemption granted to the compliance of those rules by a party.

1.3 Best and reasonable endeavours

Any provision of this deed that requires a party to use best endeavours, or reasonable endeavours, or to take all steps reasonably necessary, to procure that something is performed or occurs, requires that party to do so as soon as is reasonably practicable, but does not include any obligation:

(a) to pay any significant sum of money or to provide any significant financial compensation, valuable consideration or any other incentive to or for the benefit of any person, except for payment of any applicable fee for the lodgement or filing of any relevant application with any Governmental Agency or fees to any professional advisers; or

(b) to commence any legal action or proceeding against any person, to procure that that thing is done or happens,

except where that provision expressly specifies otherwise.

1.4 Business Day

Where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the next Business Day.

1.5 Contra proferentem excluded

No term or condition of this deed will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this deed or a provision of it.

2 Agreement to proceed with the Transaction

(a) Conquest agrees to propose the Scheme, to assist Catalpa to propose the Catalpa Principal Resolution and the Catalpa Ancillary Resolutions and to otherwise implement the Transaction on and subject to the terms of this deed.

(b) Catalpa agrees to propose the Catalpa Principal Resolution and the Catalpa Ancillary Resolutions, to assist Conquest to propose the Scheme and to otherwise implement the Transaction on and subject to the terms of this deed.
(c) Newcrest agrees to implement the Transaction on and subject to the terms of this deed.
(d) Catalpa and Newcrest each agree to, as soon as practicable after the satisfaction or waiver of the last of the conditions precedent in accordance with clause 3, execute, and procure that their relevant subsidiaries execute, (as applicable) the Asset Sale Agreement and the Subscription Deed. The percentages to be inserted in the table in Schedule 1 of the Asset Sale Agreement will be determined by Newcrest on a fair basis reflecting the relative values of the Tenements (as defined in the Asset Sale Agreement). Newcrest must advise Catalpa and Conquest of the allocation percentages as soon as

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3 Conditions precedent and pre-implementation steps

practicable after the date of this deed and in any event within 20 Business Days after the date of this deed. The number in the definition of 'Subscription Securities' in the Subscription Deed will be determined by Newcrest on a fair basis.

(e) Catalpa and Conquest must, on and from the date of this deed, use reasonable endeavours to ensure that from the Implementation Date (or as soon as practicable thereafter) the Catalpa Group can operate the Sale Interests on a stand alone basis without requiring transitional services from Newcrest.
(f) The parties must:
(1) as soon as practicable after the date of this deed, negotiate in good faith the Transitional Services Agreement based on the principles set out in Attachment 4; and
(2) if the parties agree the terms of the Transitional Services Agreement, as soon as practicable after the satisfaction or waiver of the last of the conditions precedent in accordance with clause 3, execute, and procure that their relevant subsidiaries execute, the Transitional Services Agreement.
(g) If, notwithstanding Catalpa and Conquest's compliance with clause 2(e), the Catalpa Group does not have the capacity in the areas of exploration or environmental management to operate the Sale Interests in the manner in which they were operated by Newcrest prior to the Implementation Date, the parties will discuss in good faith the possibility of Newcrest providing exploration or environmental management services to Catalpa on a transitional basis. The principles set out in Attachment 4 would not apply to any such discussions.

3 Conditions precedent and pre-implementation steps

3.1 Conditions precedent

Subject to this clause 3 the obligations of Conquest under clause 5.1(p) and the obligations of Catalpa under clauses 5.2(o) and 5.2(q) are not binding, until each of the following conditions precedent is satisfied or waived to the extent and in the manner set out in clause 3.3:

	Condition precedent	Right to benefit and waive	Responsible
a.	Newcrest FIRB: before 8am on the Second Court Date, the Treasurer of the Commonwealth of Australia: 1. (approval) gives (either himself or by his delegate) an approval under the_Foreign_ Acquisitions and Takeovers Act 1975(*Cth) (FATA*) to the proposed Share Issue, and that approval is not subject to conditions, or is subject only to conditions that Newcrest reasonably considers to be acceptable;	Newcrest	Newcrest

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3 Conditions precedent and pre-implementation steps

	Condition precedent	Right to benefit and waive	Responsible
	2. (no objection) provides (either himself or by his delegate) written advice or confirmation that there is no objection to the proposed Share Issue under the FATA or the foreign investment policy of the Australian Government, and that advice or confirmation is not subject to conditions, or is subject only to conditions that Newcrest reasonably considers to be acceptable; or 3. (expiry of notice period) ceases to be empowered to make any order under Part II of the FATA in respect of the proposed Share issue.
b.	Catalpa FIRB: before 8am on the Second Court Date, the Treasurer of the Commonwealth of Australia: 1. (approval) gives (either himself or by his delegate) an approval under the_Foreign_ Acquisitions and Takeovers Act 1975(*Cth) (FATA*) to the acquisitions by Catalpa contemplated by the Transaction Documents, and that approval is not subject to conditions, or is subject only to conditions that the parties reasonably consider to be acceptable; 2. (no objection) provides (either himself or by his delegate) written advice or confirmation that there is no objection to the proposed acquisitions by Catalpa contemplated by the Transaction Documents under the FATA or the foreign investment policy of the Australian Government, and that advice or confirmation is not subject to conditions, or is subject only to conditions that the parties reasonably considers to be acceptable; or 3. (expiry of notice period) ceases to be empowered to make any order under Part II of the FATA in respect of the proposed acquisitions by Catalpa contemplated by the Transaction Documents.	Newcrest / Catalpa	Catalpa

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3 Conditions precedent and pre-implementation steps

	Condition precedent	Right to benefit and waive	Responsible
c.	Tenements: before 8am on the Second Court Date the minister responsible for administering the Mineral Resources Act 1989(Qld) (theMinister) causes Newcrest to be given a notice or notices to the effect that, subject to compliance with the Mineral Resources Act 1989(Qld) and with any conditions specified in such notice or notices, the Minister will approve the assignment to Catalpa of the Tenements (and the Applications for mining leases) (each as defined in the Asset Sale Agreement) in accordance with the_Mineral_ Resources Act 1989(Qld), such notice or notices have not been withdrawn or revoked and any conditions specified in the notice or notices are satisfactory to the parties acting reasonably and in good faith.	All parties	Newcrest / Catalpa
d.	Properties: before 8am on the Second Court Date all necessary consents and approvals have been received from the minister responsible for administering the_Land Act 1994_(Qld) in relation to the transfer to Catalpa of the Crown Leases, either unconditionally or on conditions satisfactory to the parties acting reasonably and in good faith, and such consents and approvals have not been withdrawn or revoked.	All parties	Newcrest / Catalpa
e. f. g. h.	ASIC and ASX: before 5.00pm on the Business Day before the Second Court Date, ASIC and ASX have issued or provided such consents or approvals or have done such other acts which any of the parties (acting reasonably and in good faith) considers are reasonably necessary or desirable to implement the Transaction, either unconditionally or on conditions satisfactory to the relevant party or parties acting reasonably and in good faith, and such approvals, consents or acts have not been withdrawn or revoked. Regulatory Approvals: before 5.00pm on the Business Day before the Second Court Date, any Regulatory Approval which any of the parties (acting reasonably and in good faith) considers are reasonably necessary or desirable to implement the Transaction, have been obtained either unconditionally or on conditions satisfactory to the relevant party or parties acting reasonably and in good faith, and such Regulatory Approvals have not been withdrawn or revoked. Court approval – Scheme: the Court approves the Scheme in accordance with section 411(4)(b) of the Corporations Act. Conquest Board recommendation: the Conquest Board has, in the Scheme Booklet, unanimously stated that it considers the Scheme to be in the best interests of Conquest	All parties All parties Cannot be waived Catalpa and Newcrest	All parties All parties Catalpa and Conquest Conquest

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3 Conditions precedent and pre-implementation steps

	Condition precedent	Right to benefit and waive	Responsible
i. j. k. l. m. n. o.	Shareholders and recommended that Conquest Shareholders vote in favour of the Scheme, in the absence of a Superior Proposal. Catalpa Board recommendation: the Catalpa Board has, in the Explanatory Memorandum, unanimously stated that it considers the Transaction to be in the best interests of Catalpa Shareholders and recommended that Catalpa Shareholders vote in favour of the Catalpa Principal Resolution, in the absence of a Superior Proposal. Conquest Shareholder approval: Conquest Shareholders approve the Scheme at the Scheme Meeting by the requisite majorities under the Corporations Act. Catalpa Shareholder approval: Catalpa Shareholders approve the Catalpa Principal Resolution by the requisite majority under the Corporations Act. Restraints: no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or Government Agency or other material legal restraint or prohibition preventing any aspect of the Transaction is in effect at 8.00am on the Second Court Date. New Catalpa Shares: the New Catalpa Shares to be issued in connection with the Transaction are approved for official quotation by ASX by 8.00am on the Second Court Date (provided that any such approval may be subject to customary conditions). Third Party Consents: before 5.00pm on the Business Day before the Second Court Date any Third Party consents, approvals or waivers which any of the parties (acting reasonably and in good faith): • considers is reasonably necessary or desirable to implement the Transaction; and • has notified the other parties as soon as practicable after execution of this deed and in any event by no later than 30 day after execution of this deed, have been obtained either unconditionally or on conditions satisfactory to the relevant party or parties acting reasonably and in good faith and such approvals have not been withdrawn or revoked. Catalpa Material Adverse Change: between the date of this deed and 8.00am on the Second Court Date, no Catalpa Material Adverse Change	Conquest and Newcrest Cannot be waived Cannot be waived All parties Conquest and Newcrest All parties Conquest and Newcrest	Catalpa All parties All parties All parties Catalpa All parties Catalpa

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3 Conditions precedent and pre-implementation steps

	Condition precedent	Right to benefit and waive	Responsible
p. q. r. s. t. u. v. w.	has occurred, or is discovered, announced or disclosed or otherwise becomes known to Conquest or Newcrest. Conquest Material Adverse Change: between the date of this deed and 8.00am on the Second Court Date, no Conquest Material Adverse Change has occurred, or is discovered, announced or disclosed or otherwise becomes known to Catalpa or Newcrest. Newcrest Material Adverse Change: between the date of this deed and 8.00am on the Second Court Date, no Newcrest Material Adverse Change has occurred, or is discovered, announced or disclosed or otherwise becomes known to Catalpa or Conquest. Catalpa Prescribed Occurrence: between the date of this deed and 8.00am on the Second Court Date, there has been no Catalpa Prescribed Occurrence. Conquest Prescribed Occurrence: between the date of this deed and 8.00am on the Second Court Date, there has been no Conquest Prescribed Occurrence. Independent Expert’s opinions 1. the Independent Expert concludes in the Independent Expert’s Report that the Scheme is in the best interests of Conquest Shareholders; and 2. the Independent Expert concludes in the Independent Expert’s Report that the Share Issue is fair and reasonable to Catalpa Shareholders (other than Newcrest and its associates). Non-dilution Rights: before 5.00pm on the Business Day before the Second Court Date, holders of the Non-dilution Rights agree to the cancellation of their Non-dilution Rights (subject to the Scheme becoming Effective) for nil consideration. Index decline: between the date of this deed and 8.00am on the Second Court Date, the S&P/ASX 300 index does not close below 85% of its level as at close of trading on the date of this deed for a period of 5 or more consecutive trading days. Underwriting Agreement: between the date of this deed and 8.00am on the Second Court Date, Catalpa executes an Underwriting Agreement with one or more Underwriters on terms (including as to termination rights and underwriting fees) which	Catalpa and Newcrest Catalpa and Conquest Conquest and Newcrest Catalpa and Newcrest All parties All parties All parties Newcrest	Conquest Newcrest Catalpa Conquest All parties Conquest N/A Catalpa

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Condition precedent Right to Responsible
benefit and
waive
are acceptable to Newcrest and Conquest (acting
reasonably), and immediately before 8.00am on
the Second Court Date:
1. the Underwriting Agreement has not been
terminated; and
2. no circumstances exist which would entitle
an Underwriter to terminate the
Underwriting Agreement (whether or not
upon satisfaction of any procedural
requirements, such as the provision of
notice to Catalpa).
x. Aggregate Market Capitalisation : between the Newcrest N/A
date of this deed and 8.00am on the Second
Court Date, the Aggregate Market Capitalisation is
not below 80% of the Aggregate Market
Capitalisation as at the date of this deed for a
period of 3 or more consecutive trading days.
y. Minority Options : before 5.00pm on the All parties Conquest
Business Day before the Second Court Date:
1. each holder of Minority Options has
entered into a binding agreement with
Conquest in a form reasonably satisfactory
to Newcrest and Catalpa on the terms of
the Minority Options Offer made for his
Minority Options; and
2. either:
A. Conquest obtains waivers from ASX
from Listing Rules 6.23 and 10.11 in
respect of the Minority Options Offers; or
B. Conquest Shareholders approve each of
the steps contemplated by the Minority
Options Offers for the purposes of Listing
Rules 6.23 and 10.11 and for all other
purposes.
----- End of picture text -----

3.2 Best endeavours

(a) Each party must use its best endeavours to procure, to the extent that it is within their respective control or influence, that:
(1) each condition precedent in clause 3.1 that states its name or ‘All parties’ in the column titled ‘Responsible’ is satisfied as soon as practicable after the date of this deed and continues to be satisfied at all times until the last time it is to be satisfied; and
(2) there is no occurrence that would prevent any of the conditions precedent in clause 3.1 being satisfied.
(b) Without limiting this clause 3.2, each party must:

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3 Conditions precedent and pre-implementation steps (1) subject to clause 3.2(b)(4), promptly apply for all relevant Regulatory Approvals (as applicable) and provide to the other parties a copy of all those applications; (2) co-operate with the other parties and each relevant Government Agency in good faith with a view to satisfying the conditions precedent, including responding to requests for information by the relevant Government Agencies at the earliest practicable time; (3) keep the other parties informed of progress in relation to each Regulatory Approval (including in relation to any material matters raised by, or conditions or other arrangements proposed by, or to, any Government Agency in relation to a Regulatory Approval) and provide the other parties with all information reasonably requested in connection with the applications for or progress of the Regulatory Approvals; (4) consult with the other parties in advance in relation to all material communications with Government Agencies regarding any Regulatory Approval; and (5) provide each other party with all assistance and information that it reasonably requests in connection with an application for a Regulatory Approval to be lodged by that other party, provided that:

(6) a party may withhold or redact information or documents from another party if and to the extent that they are confidential to a third party or commercially sensitive and confidential to the first mentioned party; and (7) a party applying for a Regulatory Approval is not prevented from taking any step (including communicating with a Government Agency) in respect of a Regulatory Approval if another party has not responded promptly under clause 3.2(b)(4).

3.3 Waiver of conditions precedent (a) The conditions precedent in clause 3.1 that state ‘Cannot be waived’ in the column titled ‘Right to benefit and waive’ cannot be waived.

(b) The conditions precedent in clause 3.1 that one or more parties’ names in the column titled ‘Right to benefit and waive’ are for the sole benefit of that party or parties and may only be waived by that party or parties (jointly) (in it or their absolute discretion) in writing. (c) If a party waives the breach or non-fulfilment of any of the conditions precedent in clause 3.1, that waiver does not prevent it from suing the other parties for any breach of this deed that resulted in the breach or non-fulfilment of the relevant condition precedent.

(d) Waiver of a breach or non-fulfilment in respect of one condition precedent does not constitute:

(1) a waiver of breach or non-fulfilment of any other condition precedent resulting from the same event; or

(2) a waiver of breach or non-fulfilment of that condition precedent resulting from any other event.

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3.4 Termination on failure of condition precedent

(a) Subject to clauses 3.4(c) and 3.4(d), if:
(1) the Scheme has not become Effective by the End Date;
(2) any condition precedent in clause 3.1 is not satisfied or (where capable of waiver) waived by the date specified in this deed for its satisfaction; or
(3) any event occurs which would, or in fact does, prevent a condition precedent in clause 3.1 being satisfied by the date specified in this deed and that condition precedent is not waived by the relevant party or parties in accordance with clause 3.3,

then any party may serve notice on the other parties, and the parties must then consult in good faith with a view to determining whether the Transaction may proceed by way of alternative means or methods or to extend the relevant time or date for satisfaction of the condition precedent or the End Date.

(b) If the parties are unable to reach agreement on such alternative means or methods or such extension within 5 Business Days after the delivery of a notice under clause 3.4(a), any party may terminate this agreement by notice in writing to the others, provided that:

(1) the condition precedent to which the notice relates is for the benefit of the party seeking to terminate this deed (whether or not the condition precedent is also for the benefit of another party); and
(2) there has been no failure by the party seeking to terminate this deed to comply with its obligations under this deed, where that failure directly and materially contributed to the condition precedent to which the notice relates becoming incapable of satisfaction, or being breached or not fulfilled before the End Date

in which case clause 17.3 will have effect.

(c) In the event that the condition in clause 3.1(j) is not satisfied because of a failure to obtain the majority required by section 411(4)(a)(ii)(A), a party may by written notice within 3 Business Days of the conclusion of the Scheme Meeting require the approval of the Court to be sought, pursuant to the Court’s discretion in that section, provided the party has in good faith formed the view that the prospect of the Court exercising its discretion in that way is reasonable.

(d) If the Court refuses to make orders approving the Scheme satisfying clause 3.1(g), Conquest must, at the request of Catalpa or Newcrest, appeal the Court’s decision to the fullest extent possible (except to the extent that the parties agree otherwise, or an independent Senior Counsel indicates that, in his or her view, an appeal would have a negligible prospects of success before the End Date). Conquest may bring an appeal even if not requested by Catalpa or Newcrest. If any such appeal is undertaken at the request of Catalpa or Newcrest, Catalpa or Newcrest, or Catalpa and Newcrest in equal proportions (jointly and not severally) (as applicable), will reimburse Conquest for the reasonable direct costs incurred by Conquest to conduct such appeal, unless the parties otherwise agree.

3.5 Certain notices

(a) Catalpa, Newcrest and Conquest (as the case may be) must promptly advise each other, orally and in writing, of the satisfaction of a condition precedent.

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4 Transaction steps
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(b) If a condition precedent is not satisfied by the date contemplated in the Timetable as the Second Court Date, the parties agree that (unless there is no reasonable prospect that the condition precedent will be satisfied before the End Date) the Second Court Date will be deferred until such time (not later than the Business Day before the End Date) as reasonably required to enable the relevant condition precedent to be satisfied.
(c) If, before the time specified for satisfaction of a condition precedent, an event that will prevent that condition precedent being satisfied occurs, the party with knowledge of that event must promptly give the other parties written notice of that event.
(d) Catalpa, Newcrest and Conquest (as the case may be) must promptly advise one another orally and in writing of any change or event causing, or which, so far as can reasonably be foreseen, would cause:
(1) a representation or warranty provided in this deed by a relevant party to be false;
(2) a breach or non-fulfilment of any of the conditions precedent; or
(3) a material breach of this deed by a relevant party.

4 Transaction steps

4.1 Scheme

Conquest must, as soon as reasonably practicable after the date of this deed and substantially in compliance with the Timetable, propose the Scheme under which, subject to the Scheme becoming Effective, all of the Scheme Shares will be transferred to Catalpa and the Scheme Shareholders will be entitled to receive, for each Scheme Share held at the Record Date, the Scheme Consideration.

4.2 No amendment to the Scheme without consent

Conquest must not consent to any modification of, or amendment to, or the making or imposition by a court of any condition in respect of, the Scheme without the prior written consent of Catalpa and Newcrest.

4.3 Scheme Consideration

(a) Subject to clause 4.3(c), 4.3(d) and 4.4, the Scheme Consideration will constitute 0.3 New Catalpa Shares in respect of each Scheme Share held by a Scheme Shareholder.
(b) Subject to clauses 4.3(c), 4.3(d) and 4.4 and to the Scheme becoming Effective, Catalpa undertakes to Conquest that, in consideration of the transfer to Catalpa of each Scheme Share held by a Scheme Shareholder under the terms of the Scheme, on the Implementation Date, Catalpa will:
(1) accept that transfer; and
(2) provide to, or procure the provision to, each Scheme Shareholder the Scheme Consideration for each Scheme Share in accordance with the terms of the Scheme.

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4 Transaction steps (c) Any fractional entitlement of a Scheme Shareholder to a part of a New Catalpa Share: (1) which is 0.5 or greater will be rounded up to the nearest whole number of New Catalpa Shares; and (2) which is less than 0.5 will be rounded down to the nearest whole number of New Catalpa Shares. (d) If the parties are of the opinion that two or more Scheme Shareholders, each of which holds a holding of Conquest Shares which results in a fractional entitlement to New Catalpa Shares, have, before the Record Date, been party to a shareholding splitting or division in an attempt to obtain an advantage by reference to the rounding provided for in the calculation of each Scheme Shareholder’s entitlement to the Scheme Consideration, Conquest shall, if agreed between the parties, give notice to those Scheme Shareholders:

(1) setting out the names and registered addresses of all of them;
(2) stating that opinion; and
(3) attributing to one of them specifically identified in the notice the Conquest Shares held by all of them,

and, after the notice has been so given, the Scheme Shareholder specifically identified in the notice shall, for the purposes of the Scheme, be taken to hold all those Conquest Shares and each of the other Scheme Shareholders whose names are set out in the notice shall, for the purposes of the Scheme, be taken to hold no Conquest Shares.

4.4 Ineligible Foreign Shareholders

(a) Catalpa will be under no obligation under the Scheme to provide, and will not provide, any New Catalpa Shares to an Ineligible Foreign Shareholder, and instead:
(1) Catalpa must, on the Implementation Date, issue the New Catalpa Shares to which Ineligible Foreign Shareholders would otherwise have been entitled (if they were Scheme Shareholders who were not Ineligible Foreign Shareholders) to the Sale Agent;
(2) Catalpa must procure that, as soon as reasonably practicable after the Implementation Date, the Sale Agent, in consultation with Catalpa, sells or procures the sale (including on an aggregated or partially aggregated basis), in the ordinary course of trading on ASX, of all the New Catalpa Shares issued to the Sale Agent and remits to Catalpa the proceeds of sale (after deduction of any applicable brokerage, stamp duty and other costs, taxes and charges) (the Proceeds ); and
(3) Catalpa must pay, or procure the payment, to each Ineligible Foreign Shareholder the amount calculated in accordance with the following formula and rounded down to the nearest cent:
- A = (B ÷ C) x D

where

A = the amount to be paid to the Ineligible Foreign Shareholder;

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4 Transaction steps

B = the number of New Catalpa Shares that would otherwise have been issued to that Ineligible Foreign Shareholder (had they been a Scheme Shareholder who was not an Ineligible Foreign Shareholder) and which are issued to the Sale Agent; and
C = the total number of New Catalpa Shares which would otherwise have been issued to all Ineligible Foreign Shareholders (had they been Scheme Shareholders who were not Ineligible Foreign Shareholders) collectively and which are issued to the Sale Agent; and
D = the Proceeds (as defined in clause 4.4(a)(2).
(b) None of the parties or the Sale Agent gives any assurance as to the price that will be achieved for the sale of New Catalpa Shares described in paragraph 4.4(a)(2) above. The sale of the New Catalpa Shares under this clause 4.4 will be at the risk of the Ineligible Foreign Shareholders.
(c) Catalpa must appoint the Sale Agent on or before the Record Date. The identity, terms and conditions of appointment of the Sale Agent are subject to Conquest’s prior approval, acting reasonably.

4.5 Shares to rank equally

Catalpa covenants in favour of Conquest that:

(a) the New Catalpa Shares will rank equally in all respects with all existing Catalpa Shares; and
(b) on issue or transfer, each New Catalpa Share will be fully paid and free from any mortgage, charge, lien, encumbrance or other security interest.

4.6 Provision of Conquest Share information

(a) To facilitate the provision of the Scheme Consideration, Conquest must provide, or procure the provision of, to Catalpa (or its nominated agent) a complete copy of the Share Register as at the Record Date (which must include the name, address and registered holding of each Scheme Shareholder), within one Business Day after the Record Date.
(b) The details and information to be provided under this clause 4.6 must be provided in such form as Catalpa (or its nominated agent) reasonably requires.

4.7 Majority Options Offers

(a) Subject to this clause 4.7, Catalpa must within 5 Business Days after the Scheme Booklet is dispatched to Scheme Shareholders make an offer to each holder of Majority Options to cancel the Majority Options in consideration of Catalpa issuing to each such holder that number of Catalpa Options indicated in Schedule 6 having the terms indicated in Part 1 of Schedule 6 for each Majority Option held. Any fractional entitlement of a holder of Majority Options to a part of a Catalpa Option:
(1) which is 0.5 or greater will be rounded up to the nearest whole number of Catalpa Options; and

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4 Transaction steps
(2) which is less than 0.5 will be rounded down to the nearest whole number of Catalpa Options.

(b) The conditions of each Majority Options Offer (which may be waived by mutual agreement between Catalpa, Conquest and Newcrest) will include the following:

(1) that the Scheme becomes Effective; and
(2) that all of the Conquest Options which are the subject of the Majority Option Offer are cancelled pursuant to that Majority Options Offer.
(c) The Majority Options Offers will expire on the date the Scheme becomes Effective.
(d) The Catalpa Options will be issued under the Majority Options Offers on or about the same date as the consideration payable under the Scheme is payable to Scheme Shareholders.
(e) Conquest must provide Catalpa with a copy of its register of optionholders within 5 Business Days after the date of this deed.

4.8 Minority Options Offers

(a) Subject to this clause 4.8, Conquest must, as soon as reasonably practicable after, and in any event within 15 Business Days of, the date of this deed, offer to the holders of Minority Options to issue to them the Minority Options Consideration for their Minority Options in consideration for them agreeing to the cancellation of their Minority Options.
(b) The conditions of each Minority Options Offer will include the following:
(1) that the Scheme becomes Effective;
(2) that all of the Minority Options the subject of the offer are cancelled pursuant to the offer;
(3) that either:
- (A) Conquest obtains waivers from ASX from Listing Rules 6.23 and 10.11 in respect of the offer; or
- (B) at the Conquest General Meeting, Conquest Shareholders approve the cancellation of the Minority Options the subject of the offer and approve the issue of the Minority Options Consideration in respect of those Minority Options;
(4) that the holder of the Minority Options must not Deal in any of the Conquest Shares issued to him as Minority Options Consideration before the Scheme Record Date; and
(5) that 50% of the Scheme Shares issued to the holder of the Minority Options under the Scheme as consideration for the Conquest Shares issued to him as Minority Options Consideration ( Escrowed Shares ) will be subject to Escrow Restrictions immediately upon issue and such restrictions will last for a period of 2 years from the date of issue.

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5 Implementation

(c) The conditions in clause 4.8(b) (other than the condition in sub-paragraph (3) which may not be waived), may be waived by mutual agreement between Catalpa, Conquest and Newcrest.
(d) The Minority Options Offers will expire at 5pm on the Business Day before the day on which the Regulatory Draft of the Scheme Booklet is lodged with ASIC.
(e) Any Conquest Shares issued as Minority Options Consideration will be issued as soon as reasonably practicable after the date on which the Conquest General Meeting is held and in any event in sufficient time before the Scheme Record Date to enable the Conquest Shares to be included in the Scheme.
(f) Catalpa must do all things reasonably necessary to ensure that the Escrow Restrictions apply to the Escrowed Shares for the entirety of the period referred to in clause 4.8(b)(5).

4.9 ASX Waiver

(a) As soon as reasonably practicable after the date of this deed, Conquest must use its reasonable endeavours to procure that the ASX grants a waiver from:
(1) Listing Rule 6.23 in respect of the Majority Options Offers and the cancellation of the Non-Dilution Rights; and
(2) Listing Rules 6.23 and 10.11 in respect of the Minority Options Offers
(b) If the waivers referred to in clause 4.9(a):
(1) are obtained on or before the date on which the Regulator’s Drafts are given to ASIC, but is subject to one or more conditions that are not reasonably satisfactory to the parties; or
(2) are not obtained on or before the date on which the Regulator’s Drafts are given to ASIC,

Conquest agrees to seek any approvals that are required from Conquest Shareholders under Listing Rules 6.23 and 10.11 in relation to the Majority Options Offers and the Minority Options Offers on the same date on which the meeting or meetings of Scheme Shareholders is held.

4.10 Treatment of Catalpa performance rights

The parties agree and acknowledge that the Catalpa Board may exercise its discretion to waive the performance conditions relating to the Catalpa performance rights listed in Schedule 4 at any time after the date of this deed, such that those Catalpa performance rights will vest and Catalpa Shares will be issued.

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5 Implementation

5.1 Conquest’s obligations

Conquest must take all steps reasonably necessary to implement the Scheme and give effect to the Transaction as soon as is reasonably practicable after the date of this deed and without limiting the foregoing use reasonable endeavours to ensure that each step in the Timetable is met by the relevant date set out beside that step (and must consult with Catalpa and Newcrest on a regular basis about its progress in that regard), including doing any acts it is authorised and able to do, on behalf of Conquest Shareholders, and including each of the following:

(a) preparation of Scheme Booklet : promptly prepare the Scheme Booklet in accordance with all applicable laws (including the Corporations Act and the Corporations Regulations), RG 60 and the Listing Rules;
(b) Conquest Information : promptly prepare and provide to Catalpa (with a copy to Newcrest) the Conquest Information for inclusion in the Explanatory Memorandum, including all information regarding the Conquest Group required by all applicable laws (including the Corporations Act), RG 74 and the Listing Rules and, if it becomes aware of information after the date of despatch of the Explanatory Memorandum, that is material for disclosure to Catalpa Shareholders in deciding whether to approve the Catalpa Principal Resolution, promptly provide that information to Catalpa and Newcrest;
(c) update Scheme Booklet : if it becomes aware of information after the date of despatch of the Scheme Booklet that is material for disclosure to Conquest Shareholders in deciding whether to approve the Scheme or that is required to be disclosed to Conquest Shareholders under any applicable law, as expeditiously as practicable:
(1) inform Conquest Shareholders of the information in an appropriate and timely manner, and in accordance with applicable law and after consultation with Catalpa and Newcrest as to the manner of provision of that information to Conquest Shareholders; and
(2) to the extent it is reasonably practicable to do so, provide Catalpa and Newcrest with drafts of any documents that it proposes to issue to Conquest Shareholders under this clause 5.1(c) and (acting reasonably and in good faith) take into account, for the purpose of amending those drafts, any comments received in a timely manner from Catalpa or Newcrest or their respective Representatives on those drafts;
(d) Independent Expert : promptly, together with Catalpa, appoint the Independent Expert to prepare the Independent Expert’s Report, and provide all assistance and information reasonably requested by the Independent Expert in connection with the preparation of the Independent Expert’s Report (and any supplement thereto) and any other report or materials to prepared by the Independent Expert for inclusion in the Scheme Booklet or the Explanatory Memorandum;
(e) investigating accountant : promptly, together with Catalpa, appoint any investigating accountant to be appointed in connection with the preparation of the Scheme Booklet and the Explanatory Memorandum, and provide all assistance and information reasonably requested by the investigating accountant in connection with the preparation of its report (if any) (and any supplement thereto) and any other report or materials to prepared by the investigating accountant for inclusion in the Scheme Booklet or the Explanatory Memorandum;

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(f) promote the Scheme : subject to proper performance by the Conquest directors of their fiduciary and statutory duties, participate in, and ensure the Conquest Board participates in, efforts reasonably requested by Catalpa or Newcrest to promote the merits of the Scheme to Conquest Shareholders, including (subject to the foregoing) soliciting proxy votes in favour of the Scheme and meeting with key Conquest Shareholders at the reasonable request of Catalpa or Newcrest;
(g) Regulator's Draft and section 411(17)(b) statement : submit the Regulator’s Draft to ASIC (and provide a copy of those drafts to Catalpa and Newcrest) and apply to ASIC for the production of:
(1) an indication of intent letter stating that it does not intend to appear at the First Court Date; and
(2) a statement under section 411(17)(b) of the Corporations Act stating that ASIC has no objection to the Scheme;
(h) Court direction : apply to the Court for orders directing Conquest to convene the Scheme Meeting;
(i) Registration of explanatory statement : as soon as practicable after the Court orders Conquest to convene the Scheme Meeting, request ASIC to register the explanatory statement included in the Scheme Booklet in accordance with section 412(6) of the Corporations Act;
(j) Send Scheme Booklet : send the Scheme Booklet to Conquest Shareholders as soon as practicable after the Court orders Conquest to convene the Scheme Meeting;
(k) Scheme Meeting : convene the Scheme Meeting in accordance with the orders made by the Court pursuant to section 411(1) of the Corporations Act;
(l) Conquest general meeting : if required under clause 4.9, convene the Conquest General Meeting such that it is to be held on the same day as the Scheme Meeting;
(m) Court documents : prepare all documents necessary for the Court proceedings (including any appeals) relating to the Scheme (including originating process, affidavits, submissions and draft minutes of Court orders) in accordance with all applicable laws and consult with Catalpa and Newcrest in relation to the content of the documents and consider in good faith, for the purpose of amending drafts of those documents, comments from Catalpa or Newcrest and their respective Representatives on those documents;
(n) Court approval of Scheme : if the Scheme is approved by the requisite majorities of Conquest Shareholders under section 411(4)(a)(ii) of the Corporations Act (or as otherwise required by clause 3.4(c)), as soon as practicable after such time apply to the Court for orders approving the Scheme;
(o) Certificate : at the hearing on the Second Court Date provide to the Court a certificate confirming (in respect of matters within its knowledge) whether or not the conditions precedent in clause 3.1 (other than the condition precedent in clause 3.1(g))have been satisfied or waived in accordance with this deed. A draft of such certificate shall be provided by Conquest to Catalpa and Newcrest by 5.00pm on the Business Day prior to the Second Court Date;
(p) Implementation of Scheme : if the Court approves the Scheme:
(1) lodge with ASIC an office copy of the Court orders approving the Scheme as soon as possible and, in any event, by 5:00pm on the first

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5 Implementation
Business Day after the day on which it receives such office copy (or such later date as agreed in writing by Catalpa and Newcrest);
(2) use its best endeavours to ensure that ASX suspends trading in Conquest Shares with effect from close of trading on the Effective Date;
(3) close the Share Register as at the Record Date and determine entitlements to the Scheme Consideration in accordance with the Scheme and the Deed Poll;
(4) promptly execute instruments of transfer of, and register all transfers of, Scheme Shares to Catalpa on or as soon as practicable after the Implementation Date; and
(5) promptly do all other things contemplated by or necessary to give effect to the Scheme and the orders of the Court approving the Scheme and to effect the transfer of the Scheme Shares to Catalpa;
(q) consultation with Catalpa and Newcrest : consult with Catalpa and Newcrest as to the content and presentation of the Scheme Booklet including: (1) providing to Catalpa and Newcrest drafts of the Scheme Booklet and the Independent Expert’s Report for the purpose of enabling Catalpa and Newcrest to review and comment on those draft documents (in relation to the Independent Expert’s Report, Newcrest’s review is to be limited to factual accuracy only);
(2) taking all comments made by Catalpa and Newcrest and each of their Representatives into account in good faith when revising those drafts;
(3) providing to Catalpa and Newcrest a revised draft of the Scheme Booklet within a reasonable time before the Regulator’s Drafts are finalised and to enable Catalpa and Newcrest to review the Regulator’s Drafts at least 5 Business Days before their submission;
(4) if, after the date of dispatch of the Scheme Booklet and Explanatory Memorandum, it intends to request that the Independent Expert update or supplement the Independent Expert's Report, providing written notice to the other parties of that intention at least two Business Days before making such request;
(5) obtaining written approval from Catalpa for the form and context in which the Catalpa Information appears in the Scheme Booklet;
(6) obtaining written approval from Newcrest for the form and context in which the Newcrest Information appears in the Scheme Booklet; and
(7) from the First Court Date until the Implementation Date, promptly informing Catalpa and Newcrest if it becomes aware that the Scheme Booklet contains a statement that is or has become misleading or deceptive in a material respect or that contains a material omission;
(r) Catalpa Information and Newcrest Information : during the period until the Catalpa Information and Newcrest Information (or any information solely derived from, or prepared solely in reliance on, the Catalpa Information or Newcrest Information) becomes publicly available, only use that information with the prior written consent of Catalpa and Newcrest respectively (not to be unreasonably withheld);
(s) accuracy of Conquest Information : undertake appropriate verification processes in relation to the Conquest Information and confirm to Catalpa and Newcrest in writing the accuracy of the Conquest Information;

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(t) information : provide to Catalpa or Newcrest and their respective authorised Representatives all necessary information, or procure that the Conquest Registry provides all necessary information, in each case in a form reasonably requested by Catalpa or Newcrest (as applicable), about the Scheme and Conquest Shareholders which Catalpa or Newcrest (as applicable) reasonably requires in order to:
(1) canvass agreement to the Scheme by Conquest Shareholders (including the results of directions by Conquest to Conquest Shareholders under Part 6C.2 of the Corporations Act); or
(2) facilitate the provision by, or on behalf of, Catalpa of the Scheme Consideration.

Conquest must comply with any reasonable request of Catalpa or Newcrest for Conquest to give directions to Conquest Shareholders pursuant to Part 6C.2 of the Corporations Act from time to time;

(u) ASIC review : keep Catalpa and Newcrest informed of any matters raised by ASIC in relation to the Scheme Booklet, the Scheme or the Transaction (and of the resolution of those matters), and use reasonable endeavours to take into consideration in resolving such matters any issues raised by Catalpa or Newcrest (which will include allowing Catalpa and Newcrest to participate in Conquest's meetings with ASIC);
(v) provide a copy of the report: promptly provide Newcrest with a copy of each draft and final version of the Independent Expert’s Report (and any supplement thereto);
(w) assistance : up to the Implementation Date and subject to obligations of confidentiality owed to third parties and undertakings to Government Agencies, provide Catalpa and Newcrest and their respective Representatives with reasonable access during normal business hours to information and personnel of Conquest that is reasonably requested by Catalpa or Newcrest for the purpose of the collation and provision of the Catalpa Information or the Newcrest Information (as applicable) and implementing the Scheme and the Transaction (including information which relates to obtaining the Regulatory Approvals);
(x) compliance with laws : do everything reasonably within its power to ensure that the Transaction is effected in accordance with all laws and regulations applicable in relation to the Transaction;
(y) Conquest Prescribed Occurrence : ensure that no Conquest Prescribed Occurrence occurs between the date of this deed and 8.00am on the Second Court Date; and
(z) listing : not do anything to cause Conquest Shares to cease being quoted on the ASX or to become permanently suspended from quotation unless required under a Transaction Document or unless Catalpa and Newcrest have agreed in writing.

5.2 Catalpa’s obligations

Catalpa must take all steps reasonably necessary to implement the Scheme and give effect to the Transaction as soon as is reasonably practicable after the date of this deed and without limiting the foregoing use reasonable endeavours to ensure that each step in the Timetable is met by the date set out beside that step (and consult with Conquest and Newcrest on a regular basis about its progress in that regard), including doing each of the following:

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(a) preparation of Explanatory Memorandum : promptly prepare the Explanatory Memorandum in accordance with all applicable laws (including the Corporations Act, RG 74 and the Listing Rules);
(b) Catalpa Meeting : convene the Catalpa Meeting such that it is to be held on the same day as the Scheme Meeting;
(c) liaison with ASIC and ASX : as soon as reasonably practicable after the date of this deed but no later than 14 days before the First Court Date, provide a Regulator's Draft of the Explanatory Memorandum to ASIC and ASX for its review, and to Conquest and Newcrest, and (to the extent reasonably practicable) keep Conquest and Newcrest reasonably informed of any matters raised by ASIC or ASX in relation to the Explanatory Memorandum (and of any resolution of those matters), and use its best endeavours, in co-operation with Conquest and Newcrest, to resolve any such matters (which will include allowing Conquest and Newcrest to participate in Catalpa's meetings and discussions with ASIC and ASX);
(d) update Explanatory Memorandum : if it becomes aware of information after the date of despatch of the Explanatory Memorandum that is material for disclosure to Catalpa Shareholders in deciding whether to approve the Catalpa Principal Resolution or that is required to be disclosed to Catalpa Shareholders under any applicable law, as expeditiously as practicable:
(1) inform Catalpa Shareholders of the information in an appropriate and timely manner, and in accordance with applicable law and after consultation with Conquest and Newcrest as to the manner of provision of that information to Catalpa Shareholders; and
(2) to the extent it is reasonably practicable to do so, provide Conquest and Newcrest with drafts of any documents that it proposes to issue to Catalpa Shareholders under this clause 5.2(d) and (acting reasonably and in good faith) take into account, for the purpose of amending those drafts, any comments received in a timely manner from Conquest or Newcrest or their respective Representatives on those drafts;
(e) Catalpa Information : promptly prepare and provide to Conquest and Newcrest the Catalpa Information for inclusion in the Scheme Booklet, including all information regarding the Catalpa Group and Catalpa Shares required by all applicable laws (including the Corporations Act and the Corporations Regulations), RG 60 and the Listing Rules and, if it becomes aware of information after the date of despatch of the Explanatory Memorandum, that is material for disclosure to Conquest Shareholders in deciding whether to approve the Scheme, promptly provide that information to Conquest and Newcrest;
(f) Independent Expert’s Report : promptly, together with Conquest, appoint the Independent Expert to prepare the Independent Expert’s Report, and provide all assistance and information reasonably requested by the Independent Expert in connection with the preparation of the Independent Expert’s Report (and any supplement thereto) and any other report or materials to prepared by the Independent Expert for inclusion in the Scheme Booklet or the Explanatory Memorandum;
(g) Investigating accountant: promptly, together with Conquest, appoint any investigating accountant to be appointed in connection with the preparation of the Scheme Booklet and the Explanatory Memorandum, and provide all assistance and information reasonably requested by the investigating accountant in connection with the preparation of its report (if any) (and any

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supplement thereto) and any other report or materials to prepared by the investigating accountant for inclusion in the Scheme Booklet or the Explanatory Memorandum;

(h) provide a copy of the report: promptly provide Newcrest with a copy of each draft and final version of the Independent Expert’s Report (and any supplement thereto);
(i) assistance : provide any assistance or information reasonably requested by Conquest in connection with the preparation of the Scheme Booklet (and the resolution of any matters raised in relation to the Scheme Booklet or the Scheme by ASIC during its review of the Scheme Booklet) and any other document to be sent to Conquest Shareholders in connection with the Transaction;
(j) Certificate : at the hearing on the Second Court Date provide to the Court a certificate confirming (in respect of matters within its knowledge) whether or not the conditions precedent in clause 3.1 (other than the condition precedent in clause 3.1(g)) have been satisfied or waived in accordance with this agreement. A draft of this certificate shall be provided by Catalpa to Conquest and Newcrest by 5.00pm on the Business Day prior to the Second Court Date;
(k) representation : procure that, if requested by Conquest or Newcrest, it is represented by counsel at the Court hearings convened for the purposes of section 411(4)(b) of the Corporations Act;
(l) Deed Poll : on the Business Day prior to the First Court Date, enter into the Deed Poll;
(m) accuracy of Catalpa Information : undertake appropriate verification processes in relation to the Catalpa Information and confirm to Conquest and Newcrest in writing the accuracy of the Catalpa Information;
(n) consultation with Conquest and Newcrest : consult with Conquest and Newcrest as to the content and presentation of the Explanatory Memorandum including:
(1) providing to Conquest and Newcrest drafts of the Explanatory Memorandum and the Independent Expert's Report for the purpose of enabling Conquest and Newcrest to review and comment on those draft documents (in relation to the Independent Expert’s Report, Newcrest’s review is to be limited to factual accuracy only);
(2) taking all comments made by Conquest and Newcrest and each of their Representatives into account in good faith when revising those drafts;
(3) providing to Conquest and Newcrest a revised draft of the Explanatory Memorandum within a reasonable time before the Regulator's Draft is finalised and to enable Conquest and Newcrest to review the Regulator's Draft at least 5 Business Days before its submission;
(4) if, after the date of dispatch of the Scheme Booklet and Explanatory Memorandum, it intends to request that the Independent Expert update or supplement the Independent Expert's Report, providing written notice to the other parties of that intention at least two Business Days before making such request;
(5) obtaining written approval from Conquest for the form and context in which the Conquest Information appears in the Explanatory Memorandum;

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(6) obtaining written approval from Newcrest for the form and context in which the Newcrest Information appears in the Explanatory Memorandum; and
(7) from the dispatch of the Explanatory Memorandum to Catalpa Shareholders until the Implementation Date, promptly informing Conquest and Newcrest if it becomes aware that the Explanatory Memorandum contains a statement that is or has become misleading or deceptive in a material respect or that contains a material omission;
(o) Share transfer : if the Scheme becomes Effective, accept a transfer of the Conquest Shares as contemplated by clause 4.3(b)(1);
(p) compliance with laws : do everything reasonably within its power to ensure that the Transaction is effected in accordance with all laws and regulations applicable in relation to the Transaction;
(q) Scheme Consideration : if the Scheme becomes Effective, provide the Scheme Consideration in accordance with the Scheme and the Deed Poll; and
(r) Conquest Information and Newcrest Information : during the period until the Conquest Information and Newcrest Information (or any information solely derived from, or prepared solely in reliance on, the Conquest Information or Newcrest Information) becomes publicly available, only use that information with the prior written consent of Conquest and Newcrest respectively (not to be unreasonably withheld);
(s) Catalpa Prescribed Occurrence : ensure that no Catalpa Prescribed Occurrence occurs between the date of this deed and 8.00am on the Second Court Date; and
(t) waivers and consents : procure that, as soon as practicable after the date of this deed, each of its relevant subsidiaries waives the pre-emptive rights, and provides the consents, referred to in clause 5.2(b)(iv) of the Asset Sale Agreement.

5.3 Newcrest’s obligations

Newcrest will do the following in connection with implementation of the Transaction as soon as is reasonably practicable, and using reasonable endeavours to ensure that each corresponding step in the Timetable is met by the date set out beside that step:

(a) Newcrest Information : prepare and promptly provide to Conquest and Catalpa the Newcrest Information for inclusion in the Scheme Booklet and the Explanatory Memorandum, including all information required by all applicable laws (including the Corporations Act), RG 60, RG 74 and the Listing Rules, provided that Newcrest is not required to include as part of the Newcrest Information any statements as to future matters unless it considers there to be a reasonable basis for such statements;
(b) Further Newcrest Information – Scheme Booklet : disclose to Conquest such further or new Newcrest Information as may arise after the Scheme Booklet has been sent until the date of the Scheme Meeting as may be necessary to ensure that the Newcrest Information contained in the Scheme Booklet is not, having regard to applicable disclosure requirements, false, misleading or deceptive in any material respect (including because of any material omission) or omits information that is required to be disclosed to Conquest Shareholders under any applicable law, provided that Newcrest is not required to disclose any

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statements as to future matters unless it considers there to be a reasonable basis for such statements;

(c) Further Newcrest Information – Explanatory Memorandum : disclose to Catalpa such further or new Newcrest Information as may arise after the Explanatory Memorandum has been sent until the date of the Catalpa Meeting as may be necessary to ensure that the Newcrest Information contained in the Explanatory Memorandum is not, having regard to applicable disclosure requirements, false, misleading or deceptive in any material respect (including because of any material omission) or omits information that is required to be disclosed to Catalpa Shareholders under any applicable law, provided that Newcrest is not required to disclose any statements as to future matters unless it considers there to be a reasonable basis for such statements;

(d) review of Scheme Booklet and Explanatory Memorandum : review the Newcrest Information as it appears in drafts of the Scheme Booklet and Explanatory Memorandum prepared by Conquest and Catalpa (respectively) and provide comments on the Newcrest Information as it appears in those drafts in good faith;
(e) Independent Expert’s Reports : subject to the Independent Expert entering into arrangements with Newcrest including in relation to confidentiality in a form reasonably acceptable to Newcrest, provide any assistance or information reasonably requested by Conquest, Catalpa or by the Independent Expert in connection with the preparation of the Independent Expert’s Report (and any supplement to that report);
(f) assistance : provide any assistance or information reasonably requested by Conquest or Catalpa in connection with the preparation of the Scheme Booklet and the Explanatory Memorandum and any other document to be sent to Conquest Shareholders or Catalpa Shareholders in connection with the Transaction;
(g) Certificate : at the hearing on the Second Court Date provide to the Court a certificate confirming (in respect of matters within its knowledge) whether or not the conditions precedent in clause 3.1 (other than the condition precedent in clause 3.1(g)) have been satisfied or waived in accordance with this agreement. A draft of this certificate shall be provided by Newcrest to Conquest and Catalpa by 5.00pm on the Business Day prior to the Second Court Date;
(h) accuracy of Newcrest Information : undertake appropriate verification processes in relation to the Newcrest Information and confirm to Conquest and Catalpa in writing the accuracy of the Newcrest Information; and
(i) compliance with laws : do everything reasonably within its power to ensure that the Transaction is effected in accordance with all laws and regulations applicable in relation to the Transaction.

5.4 The Scheme Booklet and the Explanatory Memorandum

(a) If, after a reasonable period of consultation and compliance by Conquest with its obligations under clause 5.1, the parties, acting reasonably and in good faith, are unable to agree on the form or content of the Scheme Booklet, then:
(1) if the disagreement relates to the form or content of the Catalpa Information (or any information solely derived from, or prepared solely in reliance on, the Catalpa Information), Conquest will, acting in good faith, make such amendments to that information in the Scheme Booklet as Catalpa may reasonably require;

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(2) if the disagreement relates to the form or content of the Newcrest
Information (or any information solely derived from, or prepared solely
in reliance on, the Newcrest Information), Conquest will, acting in
good faith, make such amendments to that information in the Scheme
Booklet as Newcrest may reasonably require; and
(3) if the disagreement relates to the form or content of the Conquest
Information, Conquest will, acting in good faith, decide the final form of
that information in the Scheme Booklet.
(b) If, after a reasonable period of consultation and compliance by Catalpa with its
obligations under clause 5.2, the parties, acting reasonably and in good faith,
are unable to agree on the form or content of the Explanatory Memorandum,
then:
(1) if the disagreement relates to the form or content of the Conquest
Information (or any information solely derived from, or prepared solely
in reliance on, the Conquest Information), Catalpa will, acting in good
faith, make such amendments to that information in the Explanatory
Memorandum as Conquest may reasonably require;
(2) if the disagreement relates to the form or content of the Newcrest
Information (or any information solely derived from, or prepared solely
in reliance on, the Newcrest Information), Catalpa will, acting in good
faith, make such amendments to that information in the Explanatory
Memorandum as Newcrest may reasonably require; and
(3) if the disagreement relates to the form or content of the Catalpa
Information, Catalpa will, acting in good faith, decide the final form of
that information in the Explanatory Memorandum.
(c) The Scheme Booklet and the Explanatory Memorandum will contain a
responsibility statement to the effect that:
(1) Catalpa is responsible for the Catalpa Information contained in the
Scheme Booklet or the Explanatory Memorandum (as applicable) and
that Conquest, Newcrest and their respective directors, officers and
advisors do not assume any responsibility for the accuracy or
completeness of any such Catalpa Information;
(2) Conquest is responsible for the Conquest Information contained in the
Scheme Booklet or the Explanatory Memorandum (as applicable) and
that Catalpa, Newcrest and their respective directors, officers and
advisors do not assume any responsibility for the accuracy or
completeness of any such Conquest Information; and
(3) Newcrest is responsible for the Newcrest Information contained in the
Scheme Booklet or the Explanatory Memorandum (as applicable) and
that Catalpa, Conquest and their respective directors, officers and
advisors do not assume any responsibility for the accuracy or
completeness of any such Newcrest Information.
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5.5 Appointment of Catalpa directors

Catalpa must:

(a) as soon as practicable after the Scheme becomes Effective, take all actions necessary to cause the appointment of:

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(1) three nominees of Conquest, being Jake Klein and two independent non-executive directors; and

(2) two nominees of Newcrest,

to the Catalpa Board; and

(b) on the Implementation Date, ensure that only three Catalpa nominee board members remain on the Catalpa Board, being Bruce McFadzean and two independent non-executive directors; and

(c) on or after the Implementation Date, subject to receipt of his consent, ensure that Jake Klein is appointed as Executive Chairman of Catalpa.

5.6 Conquest Board recommendation

(a) The Agreed Public Announcement to be issued by the parties immediately after execution of this deed must state (on the basis of written statements or resolutions made by each of the Conquest Directors) that the Conquest Board unanimously considers the Scheme to be in the best interests of Conquest Shareholders and recommends that Conquest Shareholders approve the Scheme and that each holder of Director Conquest Shares intends to cause those Director Conquest Shares to be voted in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert concluding that the Scheme is in the best interests of Conquest Shareholders.

(b) Conquest must use its best endeavours to procure that: (1) no member of the Conquest Board withdraws any of the statements and recommendations set out in the Agreed Public Announcement as they relate to the Scheme; (2) the Scheme Booklet contains a prominent statement that the Conquest Board unanimously considers the Scheme to be in the best interests of Conquest Shareholders and recommends that Conquest Shareholders approve the Scheme and that each holder of Director Conquest Shares intends to cause those Director Conquest Shares to be voted in favour of the Scheme, in the absence of a Superior Proposal, and that no member of the Conquest Board withdraws any of those statements or recommendations once made; and

(3) no member of the Conquest Board makes any public statement to the effect, or takes any other action that suggests, that the Scheme is no longer so considered or recommended or that they do not intend to cause any relevant Director Conquest Shares to be voted in favour of the Scheme, unless:

(4) either:

(A) the Independent Expert concludes in the Independent Expert's Report (either initially or in any updated report) that the Scheme is not in the best interests of Conquest Shareholders; or

(B) Conquest receives a Competing Proposal and has complied with its obligations under clause 14 and a majority of the

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(5) a majority of the Conquest Board (or, in the case of a statement regarding the manner in which Director Conquest Shares are to be voted, the relevant Conquest Director) after considering the matter in good faith and after consulting in good faith with Catalpa and Newcrest in relation to its proposed change of statement and recommendation, no longer considers the Scheme to be in the best interests of Conquest Shareholders.

(c) Conquest must also use its best endeavours to procure that it notifies Catalpa and Newcrest in writing no less than 2 Business Days prior any member of the Conquest Board withdrawing any of the statements and recommendations set out in the Agreed Public Announcement or making any public statement to the effect, or taking any other action that suggests, that the Scheme is no longer considered to be in the best interests of Conquest Shareholders or recommended and upon such notice being given, the parties must consult in good faith to consider and determine whether the recommendation of the relevant Conquest Board member in place at that time can be maintained.

(d) Conquest represents and warrants to Catalpa and Newcrest severally that each member of the Conquest Board has confirmed to it that he or she will act in a manner consistent with clauses 5.6(a), 5.6(b) and 5.6(c).

5.7 Catalpa Board recommendation

(a) The Agreed Public Announcement to be issued by the parties immediately after execution of this deed must state (on the basis of written statements or resolutions made by each of the Catalpa Directors) that the Catalpa Board unanimously considers the Transaction to be in the best interests of Catalpa Shareholders and recommends that Catalpa Shareholders approve the Catalpa Principal Resolution and the Catalpa Ancillary Resolutions and that each holder of Director Catalpa Shares intends to cause those Director Catalpa Shares to be voted in favour of the Catalpa Principal Resolution and the Catalpa Ancillary Resolutions, in the absence of a Superior Proposal and subject to the Independent Expert concluding that the Share Issue is fair and reasonable to Catalpa Shareholders (other than Newcrest and its associates).

(b) Catalpa must use its best endeavours to procure that:

(1) no member of the Catalpa Board withdraws any of the statements and recommendations set out in the Agreed Public Announcement;

(2) the Explanatory Memorandum includes a prominent statement that the Catalpa Board unanimously considers the Transaction to be in the best interests of Catalpa Shareholders and recommends that Catalpa Shareholders approve the Catalpa Principal Resolution (and the Catalpa Ancillary Resolutions) and that each holder of Director Catalpa Shares intends to cause those Director Catalpa Shares to be voted in favour of the Catalpa Principal Resolution and the Catalpa Ancillary Resolutions, in the absence of a Superior Proposal, and that no member of the Catalpa Board withdraws those statements or recommendations once made; and
(3) no member of the Catalpa Board makes any public statement to the effect, or takes any other action that suggests, that the Transaction and the Catalpa Principal Resolution are no longer so considered or recommended or that they do not intend to cause those Director

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Catalpa Shares to be voted in favour of the Catalpa Principal Resolution and the Catalpa Ancillary Resolutions,

unless:

either:

  - (A) the Independent Expert concludes in the Independent Expert's Report (either initially or in any updated report) that the Catalpa Principal Resolution is not fair and reasonable to Catalpa Shareholders (other than Newcrest and its Associates); or

  - (B) Catalpa receives a Competing Proposal and has complied with its obligations under clause 14 and a majority of the Catalpa Board determines that the Competing Proposal constitutes a Superior Proposal; and

(5) a majority of the Catalpa Board (or, in the case of a statement regarding the manner in which Director Catalpa Shares are to be voted, the relevant Catalpa Director), after considering the matter in good faith and after consulting in good faith with Conquest and Newcrest in relation to its proposed change of statement and recommendation, no longer considers the Transaction to be in the best interests of Catalpa Shareholders.
(c) Catalpa must also use its best endeavours to procure that it notifies Conquest and Newcrest in writing no less than 2 Business Days prior any member of the Catalpa Board withdrawing any of the statements and recommendations set out in the Agreed Public Announcement or making any public statement to the effect, or taking any other action that suggests, that the Transaction is no longer considered to be in the best interests of Catalpa Shareholders or recommended and upon such notice being given, the parties must consult in good faith to consider and determine whether the recommendation of the relevant Catalpa Board member in place at that time can be maintained.
(d) Catalpa represents and warrants to Conquest and Newcrest severally that each member of the Catalpa Board has confirmed to it that he or she will act in a manner consistent with clauses 5.7(a), 5.7(b) and 5.7(c).

5.8 Conduct of Court proceedings

(a) Catalpa, Newcrest and Conquest are entitled to separate representation at all Court proceedings affecting the Transaction.
(b) This deed does not give Catalpa, Newcrest or Conquest any right or power to give undertakings to the Court for or on behalf of any other party without that party’s written consent.
(c) Catalpa, Newcrest and Conquest must give all undertakings to the Court in all Court proceedings which are reasonably required to obtain Court approval and confirmation of the Transaction as contemplated by this deed.

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(a) Catalpa must, as soon as reasonably practicable (and, in any event, not more than 10 Business Days) after the Implementation Date, commence the Rights Offer. (b) Catalpa must consult with Newcrest in relation to all material aspects of the Rights Offer (including, but not limited to, the timing of the Rights Offer and the terms and conditions of the Rights Offer) and must take Newcrest's comments into account in good faith. (c) Newcrest undertakes to Catalpa that it will not, and that it will procure that any of its relevant subsidiaries do not, take up their entitlement to Catalpa Shares under the Rights Offer. (d) If Catalpa completes the Rights Offer and the price at which Catalpa Shares are issued under the Rights Offer is less than the Non-Compensation Issue Price, Catalpa must pay to Newcrest an amount equal to the TERP Shortfall without set-off or withholding within 2 Business Days after completion of the Rights Offer. Catalpa must make such payment in immediately available funds into a bank account nominated by Newcrest.

7 Conduct of business

7.1 Catalpa and Conquest

From the date of this deed up to and including the Implementation Date, Catalpa and Conquest must conduct their businesses and operations, and must cause each of their related bodies corporate to conduct their respective businesses and operations, in the ordinary and usual course consistent, in all material respects, with the manner in which each such business and operations have been conducted in the 12 months prior to the date of this deed, keep the other parties informed of the conduct of each such business and operations, and Catalpa and Conquest must make all reasonable efforts to:

(a) subject to the terms of this deed, keep available the services of their directors, officers and employees;

(b) maintain and preserve their relationships with customers, suppliers, licensors, licensees and others having business dealings with that party and any related body corporate of that party (including, in the case of Conquest, using reasonable endeavours to obtain consents from Third Parties to any change of control provisions which Catalpa reasonably requests in contracts or arrangements to which a member of the Conquest Group is a party); and

(c) not enter into any lines of business or other activities in which the party and their related bodies corporate are not engaged as of the date of this deed, provided that nothing in this clause 7 restricts a party or its related bodies corporate from:

(d) responding to prevailing market conditions or changes in the market or its business needs in a reasonable and prudent manner consistent with the manner in which its business and operations have responded in the past; or

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(e) taking any action which is fully and fairly disclosed in the Catalpa Data Room Documentation or the Conquest Data Room Documentation (as applicable).

7.2 Newcrest

(a) Subject to clause 7.2(b), from the date of this deed up to and including the Implementation Date, Newcrest must:
(1) subject to clause 7.2(a)(2), ensure that it and its controlled entities conduct the Businesses, in the ordinary and usual course consistent, in all material respects, with the manner in which such Businesses have been conducted in the 12 months prior to the date of this deed;
(2) operate each Business in all material respects in accordance with its applicable Plan (including, without limitation making expenditures in the amount and at the time as required by the Plan);
(3) not amend any provision of any contract relating to the remuneration amount of any key employees and senior managers of the Businesses, except in accordance with current personnel practices or in the ordinary course of business; and
(4) promptly notify Catalpa and Conquest:
- (A) of any abnormal or unusual events with respect to the Business or occurrence of any event outside the ordinary course of business; and
- (B) if it becomes aware of any breach or potential breach of clause 7.2,

in which case it must provide Catalpa and Conquest with reasonable details of the events or breach or potential breach.

(b) Nothing in clause 7.2(a) restricts or limits the ability of a member of the Newcrest Group to:
(1) sell gold produced by a Business prior to the Implementation Date as its sees fit;
(2) respond to prevailing market conditions or changes in the market or its business needs in a reasonable and prudent manner consistent with the manner in which its business and operations have responded in the past;
(3) respond to events beyond the reasonable control of the Newcrest Group, including any emergencies or accidents, in a reasonable and prudent manner consistent with the manner in which its business and operations have responded in the past; or
(4) take any action which is fully and fairly disclosed in the Newcrest Data Room Documentation .

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8 Integration 7.3 Newcrest shortfall obligation Without limitation to Newcrest's obligations under clause 7.2(a)(2), if the total amount spent by a Vendor operating its relevant Business in the period from the date of this deed up to and including the Implementation Deed is less than the total expenditure provided for in the Plan for that period (the Shortfall ), Newcrest must ensure that the Vendor will on and from the Implementation Date pay any invoice which relates to the supply of goods or services to the relevant Business before the Implementation Date (whether the invoice is received before or after the Implementation Date), up to a maximum amount equal to the Shortfall. 7.4 Remedies On and from the Implementation Date, the only remedies available to Conquest and Catalpa for breach of clause 7.2 will be a Claim for breach of any Newcrest Warranty (provided any such Claim is made in accordance with clause 10) or a Claim under clause 7.3. 7.5 Retention of Tenements and Properties (a) Without limiting any other obligation under the Asset Sale Agreement, with effect from the date of this deed until the transfer of the Tenements or the Properties under the Asset Sale Agreement to Catalpa and (where required by the Act) completion of registration of those transfers, Newcrest must procure that each Vendor does not take any steps to surrender, cancel or transfer the Tenements or the Properties, and must not assign, transfer, encumber, declare itself a trustee of or otherwise deal with or dispose of any of those Tenements or Properties or its interest in them or agree to a variation of the terms of any of those Tenements or Properties which (in Newcrest's reasonable opinion) would have a material adverse effect on the Businesses, except in each case, in accordance with clause 7 of this deed or as agreed to in writing by Catalpa. (b) For the purposes of this clause 7.5, capitalised terms which are not defined in this deed have the same meaning as in the Asset Sale Agreement.

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8.1 Access to information

(a) Subject to clause 8.1(c), between the date of this deed and the Implementation Date, each party must, and must cause each of its related bodies corporate to, afford to each other party and their Representatives reasonable access to information (subject to any existing confidentiality obligations owed to third parties), premises (including mine sites) or such personnel of any member of the Party Group at mutually convenient times for the purpose of, and will afford the other party reasonable co-operation for the purpose of:

(1) implementation of the Transaction, provided that nothing in this subclause will require a party to provide information to the other parties concerning the party’s directors and management’s consideration of the Transaction; and
(2) any other purpose agreed between the parties,

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provided that:

(3) such requests do not result in unreasonable disruptions to the Party Group’s business; and
(4) the party may provide to other parties its records at a place other than the party’s business premises.
(b) Subject to clause 8.1(c), each party must provide, and must cause each of its related bodies corporate to provide, each other party and its authorised Representatives and any investigating accountant with reasonable access (at times mutually agreeable to the parties) to the party’s auditors, accountants, books and records (including financial reports, audited or otherwise) for the purpose of preparation of the financial statements (including for the merged “Catalpa, Conquest and Sale Interests” entity, if any) for inclusion in the Scheme Booklet, Explanatory Memorandum or any included investigating accountant’s report (and any updates).
(c) Any request by a party to another party for access pursuant to clauses 8.1(a) and 8.1(b) must be made through the Transition Committee referred to in clause 8.2.
(d) Conquest must, promptly upon request from another party, provide that party with full details regarding the then current status of proxy voting directions that have been returned for the Scheme Meeting.
(e) Catalpa must, promptly upon request from another party, provide that party with full details regarding the then current status of proxy voting directions that have been returned for the Catalpa Meeting.

8.2 Transition Committee

(a) As soon as practicable after the date of this deed, the parties will establish a committee, comprising the following persons:
(1) Catalpa – Stuart Pether, Adrian Pelliccia and Raelene Wyatt;
(2) Conquest – Aaron Colleran, Mark Le Messurier and Evan Elstein;
(3) Newcrest – Peter Smith, Lawrie Conway and Brian Kinsella,

to make recommendations to the Executive Chairman (that is, Jake Klein) and the Managing Director (that is, Bruce McFadzean) of the merged “Conquest, Catalpa and Sale Interests” entity regarding planning for the operation of the business of that entity after the Implementation Date ( Transition Committee ).

(b) The parties agree to provide such information and make such resources available including, without limitation, access to personnel, records and premises, to the Transition Committee as are reasonably required for planning for the operation, including financial position, prospects and affairs of the businesses of Conquest and Catalpa and Newcrest (in respect of the Sale Interests) after the Implementation Date and determining potential synergies.

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9 Representations and warranties (d) On termination of this deed, and without limitation, all information provided by a party under clauses 5.1(a), 5.1(t), 5.2(a), 5.3(a), 8.1(a) and 8.2(b), shall be returned to that party.

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8.3 Remuneration Advisory Committee
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As soon as practicable after the date of this deed, the parties will establish a committee (Remuneration Advisory Committee) comprising those nominees of each of the parties to the Catalpa Board referred to in clause 5.5, who will, upon appointment to the Catalpa Board, be independent non-executive directors, to make recommendations to the Catalpa Board regarding:

(a) the principles of remuneration to be applied to key management personnel of Catalpa post-implementation of the Transaction from the Implementation Date, having regard to:

(1) the 'Guidelines for executive remuneration packages' as set out in Principle 8 of the ASX Corporate Governance Principles and Recommendation (the Principles); and

(2) the remuneration practices of Australian mining companies with a comparable market capitalisation to the anticipated market capitalisation of Catalpa following implementation of the Transaction; and (b) the composition and terms of reference or charter of Catalpa's Nomination and Remuneration Committee, having regard to Principle 8 of the Principles.

8.4 Key management personnel remuneration principles

Catalpa must ensure that any offers of employment to key management personnel made by it or its subsidiaries prior to the Implementation Date have due regard to the recommendations made by the Remuneration Advisory Committee pursuant to clause 8.3 and, in any event, are consistent with the 'Guidelines for executive remuneration packages' as set out in Principle 8 of the Principles.

8.5 Nomination and Remuneration Committee

As soon as practicable after the Implementation Date, Catalpa must use reasonable endeavours to procure that the Catalpa Board reviews the composition and terms of reference or charter of its Nomination and Remuneration Committee so as to ensure that it is chaired by a non-executive director of Catalpa, and otherwise having regard to the recommendations made by the Transition Committee pursuant to clause 8.3.

9 Representations and warranties

9.1 Catalpa’s Warranties

Subject to clauses 9.14 and 10, Catalpa represents and warrants to Conquest and Newcrest (in their own right and separately as trustee or nominee for each other

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9 Representations and warranties

Conquest Indemnified Party and Newcrest Indemnified Party respectively) that, except as:

(a) expressly provided in a Transaction Document; or
(b) consented to by Conquest and Newcrest,
each of the Catalpa Warranties is correct.

9.2 Catalpa’s indemnity

Subject to clauses 9.14 and 10, Catalpa agrees with Conquest and Newcrest (in their own right and separately as trustee or nominee for each other Conquest Indemnified Party and Newcrest Indemnified Party respectively) to indemnify each of the Conquest Indemnified Parties and the Newcrest Indemnified Parties against any claim, action, damage, loss, liability, cost, expense or payment of whatever nature and however arising that any Conquest Indemnified Party or Newcrest Indemnified Party suffers, incurs or is liable for, arising out of any breach of any of the Catalpa Warranties.

9.3 Qualifications on Catalpa Warranties

The Catalpa Warranties under clause 9.1 and Schedule 1, and the indemnity under clause 9.2, are subject to matters which have been fully and fairly disclosed in the Catalpa Disclosure Materials.

9.4 Conquest’s Warranties

Subject to clauses 9.14 and 10, Conquest represents and warrants to Catalpa and Newcrest (in their own right and separately as trustee or nominee for each other Catalpa Indemnified Party and Newcrest Indemnified Party respectively) that, except as:

(a) expressly provided in a Transaction Document; or

(b) consented to by Catalpa and Newcrest, each of the Conquest Warranties is correct.

9.5 Conquest’s indemnity

Subject to clauses 9.14 and 10, Conquest agrees with Catalpa and Newcrest (in their own right and separately as trustee or nominee for each other Catalpa Indemnified Party and Newcrest Indemnified Party respectively) to indemnify each of the Catalpa Indemnified Parties and the Newcrest Indemnified Parties against any claim, action, damage, loss, liability, cost, expense or payment of whatever nature and however arising that any Catalpa Indemnified Party or Newcrest Indemnified Party suffers, incurs or is liable for, arising out of any breach of any of the Conquest Warranties.

9.6 Qualifications on Conquest Warranties

The Conquest Warranties under clause 9.4 and Schedule 2, and the indemnity under clause 9.5, are subject to matters which have been fully and fairly disclosed in the Conquest Disclosure Materials.

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9 Representations and warranties
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9.7 Newcrest’s Warranties Subject to clause 10, Newcrest represents and warrants to Catalpa and Conquest (in their own right and separately as trustee or nominee for each other Catalpa Indemnified Party and Conquest Indemnified Party respectively) that, except as:

(a) expressly provided in a Transaction Document; or

(b) consented to by Catalpa and Conquest, each of the Newcrest Warranties is correct.

9.8 Newcrest’s indemnity

Subject to clause 10, Newcrest agrees with Catalpa and Conquest (in their own right and separately as trustee or nominee for each other Catalpa Indemnified Party and Conquest Indemnified Party respectively) to indemnify each of the Catalpa Indemnified Parties and the Conquest Indemnified Parties against any claim, action, damage, loss, liability, cost, expense or payment of whatever nature and however arising that any Catalpa Indemnified Party or Conquest Indemnified Party suffers, incurs or is liable for, arising out of any breach of any of the Newcrest Warranties.

9.9 Qualifications on Newcrest Warranties

The Newcrest Warranties under clause 9.7 and Schedule 3, and the indemnity under clause 9.8, are subject to matters which have been fully and fairly disclosed in the Newcrest Disclosure Materials.

9.10 Other warranties and conditions excluded Except as expressly set out in this deed, all terms, conditions, warranties and statements (whether express, implied, written, oral, collateral, statutory or otherwise) are excluded to the maximum extent permitted by law and, to the extent they cannot be excluded, each party disclaims all Liability in relation to them to the maximum extent permitted by law.

9.11 Survival of Warranties

Each Warranty referred to in clauses 9.1, 9.4 and 9.7:

(a) is severable; and
(b) survives the termination of this deed.

9.12 Survival of indemnities

Each indemnity in this deed (including those in clauses 9.2, 9.5 and 9.8):

(a) is severable;
(b) is a continuing obligation;
(c) constitutes a separate and independent obligation of the party giving the indemnity from any other obligations of that party under this deed; and
(d) survives the termination of this deed.

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10 Claims for breach of Warranty

9.13 Timing of warranties

Each Warranty made or given under clauses 9.1, 9.4 and 9.7 is given:

(a) at the date of this deed, at 8.00am on the Second Court Date and on the Implementation Date; or

(b) where expressed to be given at a particular time, at that time.

9.14 No Claim on or after Implementation Date

On or after the Implementation Date, neither Catalpa nor Conquest can make a Claim against the other for breach of Warranty or seek an indemnity from the other under clause 9.2 or 9.5.

10 Claims for breach of Warranty

10.1 Conditions of payment and Claims

Despite any other provision of this deed, each of the following applies in respect of this deed.

(a) ( Notice of Claims )
(1) A party (in this clause 10, the first party ) is not liable to make any payment (whether by way of damages or otherwise) for any breach of a Warranty given by that party unless a Claim is made in writing by another party (in this clause 10, the other party ) against the first party (setting out full details including the fact, circumstance or matter giving rise to the Claim, the nature of the breach and the other party's calculation of the loss suffered) as soon as reasonably practicable after the other party becomes aware of the fact, circumstance or matter on which the Claim is based and, in any event, on or before:
- (A) other than in the case of Tax Warranties one year after the Implementation Date; or
- (B) in the case of Tax Warranties, 5 years after the Implementation Date.
(b) A claim for any breach of a Warranty will not be enforceable and is taken for all purposes to have been withdrawn unless any legal proceedings in connection with the Claim are commenced by being served on the other party by no later than 12 months after the date of the notification pursuant to clause 10.1(a)(1) of a claim.
(c) ( Maximum liability ) The first party is not liable to make any payment (whether by way of damages or otherwise) for any breach of a Warranty given by it to the extent that it has paid an aggregate amount of $100 million in respect of all breaches of Warranties given by it (whenever, and to whomever, such amount or amounts have been paid).

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10 Claims for breach of Warranty

(d) ( Thresholds ) The first party is not liable to make any payment (whether by way of damages or otherwise) for any breach of a Warranty given by it:

(1) if the amount finally adjudicated or agreed against the first party to the other party in respect of the breach, or a series of breaches relating to the same or substantially similar facts, matters or circumstances is less than $2 million; and (2) until the total of all amounts finally adjudicated or agreed against the first party to the other party in respect of breaches of the Warranties given by it that would, but for this paragraph (2), be payable under paragraph (1), exceeds $25 million. (e) ( Actions of the other party ) The first party's liability in respect of any breach of a Warranty given by it will be reduced or extinguished (as the case may be) to the extent that the breach has arisen as a result of any act or omission after the Implementation Date by or on behalf of the other party, its related bodies corporate or Representatives. (f) ( Actions of the first party ) The first party's liability in respect of any breach of a Warranty given by it will be reduced or extinguished (as the case may be) to the extent that the breach has arisen as a result of any act or omission by or on behalf of the first party where the other party has requested, consented or is taken to have consented to that act or omission under this deed. (g) ( Credit ) If, after the first party has made any payment to the other party for any breach of a Warranty given by it, the other party or a member of its Party Group (including with respect to Conquest and Catalpa on and from the Implementation Date the Catalpa Group Members and the Conquest Group Members respectively) receives any benefit or credit by reason of matters to which the breach relates then the other party must immediately repay to the first party a sum corresponding to the amount of the payment or (if less) the amount of the benefit or credit. (h) ( No multiple Claims ) The first party is not liable to make any payment to the other party (whether by way of payment of damages or otherwise) for any Claim to the extent that a member of the Party Group referable to the other party (including, with respect to Conquest or Catalpa on and from the Implementation Date, any Catalpa Group Member or Conquest Group Member) recovers, or is compensated for liability arising out of any fact, matter or circumstance giving rise to the Claim, under this deed.

10.2 Dealing with breach of Newcrest Warranty after the Implementation Date

Without limiting clause 10.1 or the other party's obligations at law, if Catalpa becomes aware after the Implementation Date of any fact, circumstance or matter which could (whether alone or with any other possible fact, circumstance or matter) result in a third party making or bringing any claim, demand, legal proceeding or cause of action against Catalpa that may lead to liability on the part of Newcrest under a Claim for breach of a Newcrest Warranty ( Third Party Claim ), it is agreed that:

(a) (Notice) Catalpa must promptly give Newcrest full details including details of the fact, circumstance or matter which could result in the Claim and Catalpa's calculation of the loss suffered and any further related information of which Conquest becomes aware;

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(b) (Mitigation) subject to paragraphs (c), (d) and (e), if Catalpa notifies Newcrest in accordance with paragraph (a) it must take reasonable steps to mitigate any loss which may give rise to a Claim against Newcrest;
(c) (No admission) Catalpa must not make any admission of liability, agreement or compromise to or with any person in relation to the fact, circumstance or matter which may result in the Claim without first consulting with and obtaining the written approval of Newcrest (which will not be unreasonably withheld or delayed);
(d) (Newcrest to control conduct) Newcrest may, by written notice to Catalpa, assume the defence of any Third Party Claim and in such a case Catalpa must:
(1) at Newcrest's expense, take all action in good faith and with due diligence that Newcrest directs to avoid, remedy or mitigate the Third Party Claim, including legal proceedings and disputing, defending, appealing and compromising the Third Party Claim and any adjudication of it; and
(2) give Newcrest and its professional advisers reasonable access to:
- (A) the personnel and premises of Catalpa; and
- (B) relevant chattels, accounts, documents and records within the possession, custody or power of Catalpa,

to enable Newcrest and its professional advisers to examine the personnel, premises, chattels, accounts, documents and records and to take copies or photographs of them at Newcrest's expense;

(e) (Catalpa to control conduct) Newcrest may advise Catalpa that it does not want to assume the conduct of the defence of the Third Party Claim, and in such a case Catalpa must:
(1) act in good faith;
(2) act in consultation with Newcrest;
(3) provide Newcrest with reasonable access to any documentation relating to the Third Party Claim; and
(4) act reasonably in all the circumstances, including having regard to the likelihood of success and the effect of the proceedings or actions on the goodwill or reputation of the business of Newcrest.

10.3 Insurance and third party recovery

(a) The first party is not liable under a Claim for breach of a Warranty given by it for any loss or damage to the extent that, in respect of any fact, matter or circumstance that gives or may give rise to a Claim, the other party or its related bodies corporate is:

(1) entitled to claim, from a person other than the first party, an indemnity against any loss or damage suffered by the other party or its related bodies corporate, or is entitled to claim under the terms of any insurance policy of or applicable to the other party or its related bodies

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11 Releases
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corporate in respect of that fact, matter or circumstance to which the Claim relates; or

(2) otherwise entitled to recover from a person other than the first party in respect of any loss or damage suffered by the other party or its related bodies corporate arising out of the fact, matter or circumstance to which the Claim relates.

(b) If, after the first party has made a payment to the other party pursuant to a Claim, the other party or its related bodies corporate receive a payment or benefit from another person (including an insurer) in respect of the fact, matter or circumstance to which the Claim relates, the other party must repay to the first party the amount received from the first party or, if less, the amount of the payment or benefit received by the other party or its related bodies corporate.

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10.4 Restructure or disposal of the Businesses
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Newcrest is not liable to Catalpa (or any person deriving title from Catalpa) under any Claim for breach of a Warranty given by it:

(a) if all or a majority of the Businesses, or the assets of Businesses, have ceased to be owned and controlled by the Catalpa Group; or

(b) to the extent that the Claim would not have arisen but for any cessation, restructure or alteration of one or more of the Businesses after the Implementation Date.

11 Releases

11.1 Catalpa directors and officers

(a) Conquest and Newcrest each release their respective rights, and agree with Catalpa that they will not make a claim, against any Catalpa Indemnified Party (other than Catalpa) as at the date of this deed in connection with:

(1) any breach of any representations, covenants and warranties of Catalpa or any other member of the Catalpa Group in this deed; or

(2) any disclosures containing any statement which is false or misleading whether in content or by omission, except where the Catalpa Indemnified Party has not acted in good faith or has engaged in wilful misconduct. For the avoidance of doubt, nothing in this clause 11.1(a) limits Conquest’s or Newcrest's rights to terminate this deed under clause 17.2(a).

(b) This clause is subject to any Corporations Act restriction and will be read down accordingly. Catalpa receives and holds the benefit of this clause to the extent it relates to each other Catalpa Indemnified Party as trustee for each of them.

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11.2 Conquest directors and officers

(a) Catalpa and Newcrest each release their rights, and agree with Conquest that they will not make a claim, against any Conquest Indemnified Party (other than Conquest) as at the date of this deed in connection with:

(1) any breach of any representations, covenants and warranties of Conquest or any other member of the Conquest Group in this deed; or

(2) any disclosure containing any statement which is false or misleading whether in content or by omission,

except where the Conquest Indemnified Party has not acted in good faith or has engaged in wilful misconduct. For the avoidance of doubt, nothing in this clause 11.2(a) limits Catalpa’s or Newcrest's rights to terminate this deed under clause 17.2(b).

(b) This clause is subject to any Corporations Act restriction and will be read down accordingly. Conquest receives and holds the benefit of this clause to the extent it relates to each Conquest Indemnified Party as trustee for each of them.

11.3 Newcrest directors and officers

(a) Catalpa and Conquest each release their rights, and agree with Newcrest that they will not make a claim, against any Newcrest Indemnified Party (other than Newcrest) as at the date of this deed in connection with:

(1) any breach of any representations, covenants and warranties of Newcrest or any other member of the Newcrest Group in this deed; or

(2) any disclosure containing any statement which is false or misleading whether in content or by omission,

except where the Newcrest Indemnified Party has not acted in good faith or has engaged in wilful misconduct. For the avoidance of doubt, nothing in this clause 11.3(a) limits Catalpa’s or Conquest’s rights to terminate this deed under clause 17.2(c).

(b) This clause is subject to any Corporations Act restriction and will be read down accordingly. Newcrest receives and holds the benefit of this clause to the extent it relates to each Newcrest Indemnified Party as trustee for each of them.

11.4 Deeds of indemnity and insurance

(a) Subject to the Scheme becoming Effective, Catalpa undertakes that it will:

(1) subject to clause 11.4(c), for a period of 7 years from the Implementation Date, ensure that the constitutions of Conquest and each other Conquest Group Member continue to contain such rules as are contained in those constitutions on the date of this deed which provide for each company to indemnify each of its directors or officers against any liability incurred by that person in his or her capacity as a director or officer of the company and to any person other than a Conquest Group Member; and

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12 Public announcements
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(2) procure that Conquest and each other Conquest Group Member complies with any deeds of indemnity, access and insurance made by them in favour of their respective directors and officers from time to time and without limiting the foregoing, ensure that directors and officers’ run-off insurance cover for such directors and officers is maintained, subject to clause 11.4(c), for a period of 6 years from the retirement date of each director and officer, so long as it is available on commercially reasonable terms.

(b) The undertakings contained in clause 11.4(a) are subject to any Corporations Act restriction and will be read down accordingly. Conquest receives and holds the benefit of clause 11.4(a), to the extent it relates to the directors and officers of Conquest and other Conquest Group Members as trustee for them.

(c) The undertakings contained in clause 11.4(a) are given until the earlier of the end of the relevant period specified in clause 11.4(a) or Conquest (or the other relevant Conquest Group Member) ceasing to be part of the Catalpa Group.

12 Public announcements

12.1 Announcement of transaction

Immediately after the execution of this deed, Catalpa, Newcrest and Conquest must issue the Agreed Public Announcement.

12.2 Other public announcements

Subject to clause 12.3, no public announcement or disclosure in connection with the Scheme or the Transaction may be made other than in a form approved by each party (acting reasonably), but each party must use all reasonable endeavours to provide such approval as soon as practicable.

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12.3 Required disclosure
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To the extent that a party is necessarily required by law or the Listing Rules to make any announcement or to make any disclosure in connection with the Transaction or any other transaction the subject of this deed or the Scheme, it may do so only after it has given at least 1 Business Day’s notice (or such lesser period as may be required or permitted to comply with its legal or regulatory responsibilities) but in any event prior notice, to the other party and has taken all reasonable steps to consult with the other party and its legal advisers and to take account of all reasonable comments received from the other party in relation to the form and content of the announcement or disclosure. Nothing in this clause requires the giving of prior notice or the taking of any action to the extent that doing so would lead to a party breaching an applicable law, the Listing Rules or any other stock exchange regulation.

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13 Confidentiality

13.1 Confidentiality Deed

The parties acknowledge and agree that they continue to be bound by the Confidentiality Agreement after the date of this deed.

13.2 Survival of obligations

The rights and obligations of the parties under the Confidentiality Agreement survive termination of this deed.

14 Exclusivity

14.1 No-talk

Subject to clause 14.3, during the Exclusivity Period, each of Catalpa and Conquest must not, and must ensure that its Restricted Persons do not:

(a) directly or indirectly participate in or continue any discussions or negotiations;
(b) provide or make available any information (including for the purpose of facilitating due diligence);
(c) enter into any agreement, arrangement or understanding ; or

(d) communicate to any person any intention to do any of the things referred to in clause 14.1(a), 14.1(b) or 14.1(c),

in relation to, or which may reasonably be expected to lead to, a Competing Proposal or which might otherwise lead to the Transaction not completing.

14.2 No-shop

During the Exclusivity Period, each of Catalpa and Conquest must not, and must ensure that its Restricted Persons do not:

(a) directly or indirectly solicit or invite enquiries, discussions or proposals in relation to, or which may reasonably be expected to lead to, a Competing Proposal; or

(b) communicate to any person any intention to do any of the things referred to in clause 14.2(a).

14.3 Limitation to no-talk

(a) Subject to clause 14.6, each of Catalpa and Conquest may undertake any action that would otherwise be prohibited by clause 14.1 in relation to a bona fide Competing Proposal that was not solicited by it and was not otherwise

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14 Exclusivity

brought about as a result of any breach by it of its obligations under this clause 14, where its board of directors, acting in good faith, determines:

(1) after having taken advice from the company’s legal advisors, that not undertaking that act would involve a breach of the statutory or fiduciary duties owed by any director or would otherwise be unlawful; and
(2) after having taken advice from the company’s legal advisors and Financial Advisor, that the Competing Proposal is, or may reasonably be expected to lead to, a Superior Proposal.

14.4 Notification of approaches

(a) During the Exclusivity Period, each of Catalpa and Conquest must notify the other parties within 24 hours in writing if it or any of its Restricted Persons:

(1) is contacted by, or has discussions or negotiations with, any person in connection with a matter (including a proposal) that relates or may lead to a Competing Proposal, or otherwise becomes aware of such a matter; or
(2) proposes or is asked to take any of the action referred to in clauses 14.1 and 14.2.
(b) The notice given under clause 14.4(a) must be accompanied by all material details of the relevant event (including all material terms of any Competing Proposal such as the consideration proposed to be offered under the transaction and any conditions to which the transaction would be subject), however will not be required to include details of the identity of any Third Parties (including, for the avoidance of doubt, a Third Party who proposes to make or otherwise be involved in a Competing Proposal).
(c) For the avoidance of doubt, if Catalpa or Conquest gives the other parties notice under clause 14.4(a), it will still be required to, in accordance with this clause 14.4, notify the other parties of all future events of a kind referred to in clause 14.4(a) which relate to the first-mentioned event (whether or not it is relying on clause 14.3 in respect of any such future event).

14.5 Provision of information

(a) Each of Catalpa and Conquest must, and must (where necessary) cause its Restricted Persons to, within 2 Business Days provide the other parties with any information or due diligence materials (including responses to requests for further information) provided or made available to any Third Party who is or may be considering a Competing Proposal (other than identical copies of documents that have previously been provided to those other parties).

(b) Such provision of information or materials to a Third Party referred to in this clause 14.5 is only permitted to be undertaken pursuant to clause 14.3 and only after the Third Party has executed a confidentiality agreement on customary terms.

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14 Exclusivity

14.6 Response to a Competing Proposal

(a) Without limitation to any other part of this deed, Catalpa must:

(1) not enter into any agreement, arrangement or understanding in relation to a Competing Proposal; and

(2) ensure that each member of the Catalpa Board does not do any of the things referred to in clause 5.6,

unless Catalpa has provided Conquest and Newcrest with 5 clear Business Days to submit a written proposal to revise the Transaction. If Conquest and Newcrest do so, Catalpa must ensure that the Catalpa Board considers in good faith, and receives advice from Catalpa’s legal advisers and Financial Advisor in relation to, whether the proposed revisions would make the Transaction at least as favourable to Catalpa Shareholders as the Competing Proposal. If it would, the parties must each use best endeavours to, as soon as practicable, agree the necessary amendments to this deed, and take all other necessary steps, to give effect to the change to the Transaction.

(b) Without limitation to any other part of this deed, Conquest must:

(1) not enter into any agreement, arrangement or understanding in relation to a Competing Proposal; and

(2) ensure that each member of the Conquest Board does not do any of the things referred to in clause 5.7,

unless Conquest has provided Catalpa and Newcrest with 5 clear Business Days to submit a written proposal to revise the Transaction. If Catalpa and Newcrest do so, Conquest must ensure that the Conquest Board considers in good faith, and receives advice from Conquest’s legal advisers and Financial Advisor in relation to, whether the proposed revisions would make the Transaction at least as favourable to Conquest Shareholders as the Competing Proposal. If it would, the parties must each use best endeavours to, as soon as practicable, agree the necessary amendments to this deed, and take all other necessary steps, to give effect to the change to the Transaction.

14.7 Compliance with law

(a) If it is finally determined by a court, or the Takeovers Panel, that the agreement by the parties under this clause 14 or any part of it:

(1) constituted, constitutes or would constitute a breach of the fiduciary or statutory duties of the Catalpa Board or Conquest Board; or

(2) constituted, constitutes or would constitute unacceptable circumstances within the meaning of the Corporations Act; or

(3) was, is or would be unlawful for any other reason, then, to that extent (and only to that extent) the parties will not be obliged to comply with that provision of clause 14.

(b) The parties must not make or cause or permit to be made any application to a court or the Takeovers Panel for or in relation to a determination referred to in this clause 14.7.

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15 Standstill

14.8 Warranty and representation

Each party represents and warrants to the other parties that, as at the date of this deed, no discussions or negotiations are on foot and no agreement, arrangement or understanding exists in relation to, or which may reasonably be expected to lead to, a Competing Proposal.

15 Standstill

15.1 Standstill

Except in relation to carrying out the Transaction, each party agrees with each other party that it will not, and will make sure that its related bodies corporate (alone or with others) do not, until the earlier of the completion of the Transaction and the date on which this deed is terminated ( Standstill Period ):

(a) acquire, purchase or sell or offer or agree to acquire, purchase or sell any securities (or direct or indirect rights, warrants or options to acquire any securities) of the other party;

(b) enter into any agreement or arrangement which confers rights the economic effect of which is equivalent or substantially equivalent to the acquisition, holding or disposal or securities of the other party (including cash-settled derivative contracts, contracts for difference or other derivative contracts);
(c) solicit proxies from security holders of the other party or any of its associates, or otherwise seek to influence or control the management or policies of the other party; or

(d) assist, encourage, counsel, induce, instruct or ask any other person to do any of the acts referred to in clauses 15.1(a) to (c).

15.2 Standstill ceasing to apply

The obligations under clause 15.1 will cease to apply to:

(a) Catalpa and Newcrest:

(1) on the first date on which they become aware of a Competing Proposal in respect of Conquest; or

(2) if Conquest Shareholders do not approve the Scheme at the Scheme Meeting by the requisite majorities under the Corporations Act; and
(b) Conquest and Newcrest:
(1) on the first date on which they become aware of a Competing Proposal in respect of Catalpa; or
(2) if Catalpa Shareholders do not approve the Catalpa Principal Resolution at the Catalpa Meeting.

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16 Reimbursement Fees

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16 Reimbursement Fees

16.1 Background

Each party acknowledges that this clause 16 has been agreed to in circumstances where:

(a) each party believes the implementation of the Scheme and completion of the Transaction will provide significant benefits to Conquest, Catalpa, Newcrest and their respective shareholders, and each party acknowledges that, if they enter into this deed and the Scheme is subsequently not implemented or the Transaction not completed, each party will incur significant costs, including significant opportunity costs in the case of Catalpa and Newcrest and significant damage to its relationship with third parties under material contracts and its relationship with staff in relation to Conquest;
(b) each party requested provision be made for the payments outlined in this clause 16, without which no party would have entered into this deed or otherwise agreed to implement the Scheme or proceed with the Transaction;
(c) the reimbursement fees it may become liable to pay to the other parties represent a genuine and reasonable pre-estimate of the other parties’ Preparatory Costs (as defined in clause 16.8); and
(d) each party has received legal advice in relation to this deed and the operation of this clause 16.

16.2 Payment of the Conquest Reimbursement Fees

Subject to clauses 16.9 and 16.10, Conquest must pay the Conquest Reimbursement Fees to Catalpa and Newcrest (as applicable), without set-off or withholding, if:

(a) prior to the end of the Exclusivity Period, any member of the Conquest Board withdraws or adversely modifies his or her support of the Scheme or his or her recommendation that Conquest Shareholders vote in favour of the Scheme or makes a public statement indicating that they no longer support the Scheme or that they support a Competing Proposal, unless;
(1) the Independent Expert concludes in the Independent Expert’s Report (either initially or in any updated report) that the Scheme is not in the best interests of Conquest Shareholders (provided the reasons for the Independent Expert's conclusions do not include the existence of a Competing Proposal); or
(2) Conquest is entitled to terminate this deed pursuant to clause 17.1(a) and has given the appropriate termination notice to the other parties; or
(b) a Conquest Fee Trigger Event occurs; or
(c) following the public announcement of a Competing Proposal, the condition precedent in clause 3.1(j) is not satisfied; or
(d) a condition precedent is not satisfied because of a material non-compliance by Conquest with any of its obligations under this deed; or

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

16 Reimbursement Fees
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(e) Conquest materially breaches its obligations under clause 14; or

(f) Catalpa or Newcrest is entitled to terminate this deed as a result of a material breach of a provision of this deed by Conquest, and has given the appropriate termination notice to Conquest pursuant to clause 17.1(a); or

(g) Catalpa or Newcrest is entitled to terminate this deed, and has given the appropriate termination notice to Conquest, pursuant to clause 17.2(b); or

(h) holders of Minority Options have not entered into the binding agreements referred to in paragraph 1 of clause 3.1(y) prior to the expiry of the Minority Option Offers

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16.3 Catalpa written demand
Reimbursement Fee once.
16.4 Newcrest written demand
(Newcrest) Reimbursement Fee once.
16.5 Payment of Catalpa Reimbursement Fees
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Conquest must pay the Conquest (Catalpa) Reimbursement Fee to Catalpa within 10 Business Days after receiving a written demand from Catalpa. The demand for payment of the Conquest (Catalpa) Reimbursement Fee can only be made after the occurrence of an event referred to in clause 16.2. Conquest is only liable to pay the Conquest (Catalpa) Reimbursement Fee once.

Conquest must pay the Conquest (Newcrest) Reimbursement Fee to Newcrest within 10 Business Days after receiving a written demand from Newcrest. The demand for payment of the Conquest (Newcrest) Reimbursement Fee can only be made after the occurrence of an event referred to in clause 16.2. Conquest is only liable to pay the Conquest (Newcrest) Reimbursement Fee once.

Subject to clauses 16.9 and 16.10, Catalpa must pay the Catalpa Reimbursement Fees to Conquest and Newcrest (as applicable), without set-off or withholding, if:

(a) prior to the end of the Exclusivity Period, any member of the Catalpa Board withdraws or adversely modifies his or her support of the Transaction or his or her recommendation that Catalpa Shareholders vote in favour of the Catalpa Principal Resolution or makes a public statement indicating that they no longer support the Transaction or that they support a Competing Proposal, unless:
(1) the Independent Expert concludes in the Independent Expert’s Report (either initially or in any updated report) that the Share Issue is not fair and reasonable to Catalpa Shareholders (other than Newcrest and its associates) (provided the reasons for the Independent Expert's conclusions do not include the existence of a Competing Proposal); or
(2) Catalpa is entitled to terminate this deed pursuant to clause 17.1(a) and has given the appropriate termination notice to the other parties; or
(b) a Catalpa Fee Trigger Event occurs; or
(c) following the public announcement of a Competing Proposal, the condition precedent in clause 3.1(k) is not satisfied; or

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16 Reimbursement Fees

(d) a condition precedent is not satisfied because of a material non-compliance by Catalpa with any of its obligations under this deed; or

(e) Catalpa materially breaches its obligations under clause 14; or

(f) Conquest or Newcrest is entitled to terminate this deed as a result of a material breach of a provision of this deed by Catalpa, and has given the appropriate termination notice to Catalpa pursuant to clause 17.1(a); or

(g) Conquest or Newcrest is entitled to terminate this deed, and has given the appropriate termination notice to Catalpa, pursuant to clause 17.2(a).

16.6 Conquest written demand

Catalpa must pay the Catalpa (Conquest) Reimbursement Fee to Conquest within 10 Business Days after receiving a written demand from Conquest. The demand for payment of the Catalpa (Conquest) Reimbursement Fee can only be made after the occurrence of an event referred to in clause 16.5 above. Catalpa is only liable to pay the Catalpa (Conquest) Reimbursement Fee once.

16.7 Newcrest written demand

Catalpa must pay the Catalpa (Newcrest) Reimbursement Fee to Newcrest within 10 Business Days after receiving a written demand from Newcrest. The demand for payment of the Catalpa (Newcrest) Reimbursement Fee can only be made after the occurrence of an event referred to in clause 16.5 above. Catalpa is only liable to pay the Catalpa (Newcrest) Reimbursement Fee once.

16.8 Nature of payment

Each amount payable to a party under this clause 16 is an amount to compensate that party for:

(a) advisory costs (including costs of advisors other than success fees);
(b) costs of management and directors’ time;
(c) out-of-pocket expenses; and
(d) reasonable opportunity costs incurred by the other party in pursuing the Transaction or in not pursuing other alternative acquisitions or strategic initiatives which that party could have developed to further its business and objectives

(together the Preparatory Costs ).

16.9 Compliance with law

(a) This clause 16 does not impose an obligation on a party to pay any amount to the extent (and only to the extent) that the obligation:

(1) constitutes unacceptable circumstances as declared by the Takeovers Panel; or

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17 Termination

(2) is held to be unenforceable by one party against another as determined by a court,

after all proper avenues of appeal and review, whether judicial or otherwise, have been exhausted. The parties must take all reasonable steps to ensure that any such determination applies to the minimum extent possible.

(b) The parties must not make, cause or permit to be made any application to a court or the Takeovers Panel for or in relation to a determination referred to in clause 16.9(a).

16.10 Other exception

Despite any other term of this deed, a party is not required to pay any amount pursuant to clause 16.2 or 16.5 if the Transaction is effected notwithstanding any circumstances referred to in those clauses.

16.11 Other claims

(a) Catalpa is not liable to pay any amount in excess of the Catalpa Reimbursement Fee in relation to a Claim under this deed in relation to the matters set out in clauses 16.5(a) to 16.5(c) (inclusive). Where a Claim is in relation to the matters set out in clauses 16.5(d) to 16.5(g) (inclusive), any amount received by a party pursing such a Claim must be offset by any amount received pursuant to this clause 16.
(b) Conquest is not liable to pay any amount in excess of the Conquest Reimbursement Fee in relation to a Claim under this deed in relation to the matters set out in clauses 16.2(a) to 16.2(c) (inclusive). Where a Claim is in relation to the matters set out in clauses 16.2(d) to 16.2(h) (inclusive), any amount received by a party pursing such a Claim must be offset by any amount received pursuant to this clause 16.

17 Termination

17.1 Termination

(a) Any party may terminate this deed by written notice to the other parties:
(1) in the circumstances set out in, and in accordance with, clause 3.4; and
(2) at any time before 8.00am on the Second Court Date, if another party has materially breached any provision of this deed (other than in respect of a breach of either a Conquest Warranty, a Catalpa Warranty or a Newcrest Warranty, which are dealt with in clause 17.2), provided that:
- (A) the party wishing to terminate the deed has given written notice to the other parties in a timely manner setting out the relevant circumstances and stating an intention to terminate this deed; and

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17 Termination

(B) the relevant circumstances continue to exist 5 Business Days (or any shorter period ending at 5.00pm on the day before the Second Court Date) from the time the notice is given (for the avoidance of doubt, the written notice referred to in subparagraph (2)(A) of this clause 17.1 is the only notice required to be given to terminate this deed under this clause (provided the necessary circumstances exist)).
(b) Either Catalpa or Newcrest may terminate this deed by written notice to the other parties at any time before 8.00am on the Second Court Date if any Conquest Director publicly changes (including by attaching qualifications to) or withdraws their statement that they consider the Scheme to be in the best interests of Conquest Shareholders or their recommendation that Conquest Shareholders approve the Scheme, or publicly recommends, promotes or otherwise endorses a Competing Proposal, whether or not in accordance with clause 5.6;
(c) Either Conquest or Newcrest may terminate this deed by written notice to the other parties at any time before 8.00am on the Second Court Date if any Catalpa Director publicly changes (including by attaching qualifications to) or withdraws their statement that they consider the Transaction to be in the best interests of Catalpa Shareholders or their recommendation that Catalpa Shareholders approve the Catalpa Principal Resolution, or publicly recommends, promotes or otherwise endorses a Competing Proposal, whether or not in accordance with clause 5.7;
(d) Conquest may terminate this deed by written notice to the other parties at any time before 8.00am on the Second Court Date if the Conquest Board has changed, withdrawn or modified their recommendation as permitted under clause 5.6 and Conquest has paid the Conquest Reimbursement Fees in full in accordance with clause 16.2 where such fee is payable in accordance with that clause; and
(e) Catalpa may terminate this deed by written notice to the other parties at any time before 8.00am on the Second Court Date if the Catalpa Board has changed, withdrawn or modified their recommendation as permitted under clause 5.7 and Catalpa has paid the Catalpa Reimbursement Fees in full in accordance with clause 16.5 where such fee is payable in accordance with that clause.

17.2 Breach of Warranties

Despite any other term of this deed, prior to 8.00am on the Second Court Date:

(a) either Conquest or Newcrest may terminate this deed for breach of a Catalpa Warranty if:

(1) they have given written notice to Catalpa, with a copy to the other party, setting out the relevant circumstances and stating an intention to terminate;

(2) the relevant breach continues to exist 5 Business Days (or any shorter period ending at 5.00pm on the Business Day before the Second Court Date) from the time the notice is given under clause 17.2(a)(1); and
(3) the loss to Conquest or Newcrest that could reasonably be expected to follow from the breach (together with any other breach of a Catalpa

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17 Termination Warranty) (as assessed in accordance with clauses 9 and 10, but excluding the operation of clause 10.3) would exceed $35 million in aggregate.

(b) either Catalpa or Newcrest may terminate this deed for breach of a Conquest Warranty if:
(1) they have given written notice to Conquest, with a copy to the other party, setting out the relevant circumstances and stating an intention to terminate;
(2) the relevant breach continues to exist 5 Business Days (or any shorter period ending at 5.00pm on the Business Day before the Second Court Date) from the time the notice is given under clause 17.2(b)(1); and
(3) the loss to Catalpa or Newcrest that could reasonably be expected to follow from the breach (together with any other breach of a Conquest Warranty) (as assessed in accordance with clauses 9 and 10, but excluding the operation of clause 10.3) would exceed $35 million in aggregate.
(c) either Catalpa or Conquest may terminate this deed for breach of a Newcrest Warranty if:
(1) either Catalpa or Conquest has given written notice to Newcrest, with a copy to the other party, setting out the relevant circumstances and stating an intention to terminate;
(2) the relevant breach continues to exist 5 Business Days (or any shorter period ending at 5.00pm on the Business Day before the Second Court Date) from the time the notice is given under clause 17.2(b)(1); and
(3) the loss to Conquest or Catalpa that could reasonably be expected to follow from the breach (together with any other breach of a Newcrest Warranty) (as assessed in accordance with clauses 9 and 10, but excluding the operation of clause 10.3) would exceed $35 million in aggregate.

17.3 Effect of termination

If this deed is terminated under clauses 3.4, 17.1 or 17.2 this deed will become void and have no effect, without any liability or obligation on the part of any party, other than in relation to rights and obligations that accrued prior to termination and other than in relation to the provisions of this clause 17.3 and of clauses 1, 9, 10, 11, 13, 16, 18, 19 and 20, which will remain in force after termination.

17.4 Termination

Where a party has a right to terminate this deed, that right for all purposes will be validly exercised if the party delivers a notice in writing to the other parties stating that it terminates this deed and the provision under which it is terminating the deed.

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18 Duty, costs and expenses

17.5 Terminable in writing

This deed is terminable if agreed to in writing by Conquest, Newcrest and Catalpa.

18 Duty, costs and expenses

18.1 Stamp duty

Catalpa:

(a) must pay all stamp duties and any fines and penalties with respect to stamp duty in respect of this deed or the Scheme or the steps to be taken under this deed or the Scheme; and

(b) indemnifies Conquest and Newcrest against any liability arising from failure to comply with clause 18.1(a).

18.2 Costs and expenses

Except as otherwise provided in this deed, each party must pay its own costs and expenses in connection with the negotiation, preparation, execution and performance of this deed and the proposed, attempted or actual implementation of this deed, the Scheme and the Transaction.

19 GST

(a) Any consideration or amount payable under this deed, including any nonmonetary consideration (as reduced in accordance with clause 19(e) if required) ( Consideration ) is exclusive of GST.
(b) If GST is or becomes payable on a Supply made under or in connection with this deed, an additional amount ( Additional Amount ) is payable by the party providing consideration for the Supply ( Recipient ) equal to the amount of GST payable on that Supply as calculated by the party making the Supply ( Supplier ) in accordance with the GST Law.
(c) The Additional Amount payable under clause 19(b) is payable at the same time and in the same manner as the Consideration for the Supply, and the Supplier must provide the Recipient with a Tax Invoice. However, the Additional Amount is only payable on receipt of a valid Tax Invoice.
(d) If for any reason (including the occurrence of an Adjustment Event) the amount of GST payable on a Supply (taking into account any Decreasing or Increasing Adjustments in relation to the Supply) varies from the Additional Amount payable by the Recipient under clause 19(b):
(1) the Supplier must provide a refund or credit to the Recipient, or the Recipient must pay a further amount to the Supplier, as appropriate;

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20 General

(2) the refund, credit or further amount (as the case may be) will be calculated by the Supplier in accordance with the GST Law; and
(3) the Supplier must notify the Recipient of the refund, credit or further amount within 14 days after becoming aware of the variation to the amount of GST payable. Any refund or credit must accompany such notification or the Recipient must pay any further amount within 7 days after receiving such notification, as appropriate. If there is an Adjustment Event in relation to the Supply, the requirement for the Supplier to notify the Recipient will be satisfied by the Supplier issuing to the Recipient an Adjustment Note within 14 days after becoming aware of the occurrence of the Adjustment Event.
(e) Despite any other provision in this deed:
(1) if an amount payable under or in connection with this deed (whether by way of reimbursement, indemnity or otherwise) is calculated by reference to an amount incurred by a party, whether by way of cost, expense, outlay, disbursement or otherwise ( Amount Incurred ), the amount payable must be reduced by the amount of any Input Tax Credit to which that party is entitled in respect of that Amount Incurred; and
(2) no Additional Amount is payable under clause 16(b) in respect of a Supply to which s 84-5 of the GST Law applies.
(f) Any reference in this clause to an Input Tax Credit to which a party is entitled includes an Input Tax Credit arising from a Creditable Acquisition by that party but to which the Representative Member of a GST Group of which the party is a member is entitled.
(g) Any term starting with a capital letter that is not defined in clause 1 or this clause 19 has the same meaning as the term has in the A New Tax System (Goods & Services Tax) Act 1999 (Cth) ( GST Law ).

20 General

20.1 No representation or reliance

Each party:

(a) acknowledges that no party (nor any person acting on its behalf) has made any representation or other inducement to it to enter into this deed, except for representations or inducements expressly set out in this deed and (to the maximum extent permitted by law) all other representations, warranties and conditions implied by statute or otherwise in relation to any matter relating to this deed, the circumstances surrounding the parties’ entry into it and the transactions contemplated by it are expressly excluded;
(b) acknowledges and confirms that it does not enter into this deed in reliance on any representation or other inducement by or on behalf of any other party, except for any representation or inducement expressly set out in this deed; and

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20 General

(c) agrees to indemnify each other party in respect of any Claim made against that other party or its related bodies corporate by the first party or its related bodies corporate in respect of any representation or inducement not expressly set out in this deed.

20.2 No merger

The rights and obligations of the parties do not merge on completion of the Transaction. They survive the execution and delivery of any assignment or other document entered into for the purpose of implementing the Transaction.

20.3 Consents

Any consent referred to in, or required under, this deed from any party may not be unreasonably withheld, unless this deed expressly provides for that consent to be given in that party’s absolute discretion.

20.4 Notices

Any communication under or in connection with this deed:

(a) must be in legible writing. A facsimile transmission is regarded as legible unless the addressee telephones the sender within 2 hours after transmission is received or regarded as received under clause 20.4(f)(2) and informs the sender that it is not legible;
(b) must be in English; and


Party	Address	Addressee	Fax
Catalpa	Level 1 9 Havelock Street West Perth WA 6005	Erik Palmbachs	+618 9321 8804
	Copy to: Level 1 9 Havelock Street West Perth WA 6005	Bruce McFadzean	+618 9321 8804
Conquest	Suite 7 282 Oxford Street Bondi Junction NSW 2022	Jake Klein	+612 8383 2101
	Copy to:	Aaron Colleran

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20 General


	Suite 7 282 Oxford Street Bondi Junction NSW 2022		+612 8383 2101
Party	Address	Addressee	Fax
Newcrest	Level 9 600 St Kilda Road Melbourne VIC 3004	Company Secretary	+61 3 9521 3564

(or as otherwise notified by that party to the other party from time to time);
(d) must be signed by the party making the communication or by a person duly authorised by that party;
(e) must be delivered or posted by prepaid post to the address, or sent by fax to the fax number, of the addressee, in accordance with clause 20.4(c); and
(f) is regarded as received by the addressee:
(1) if sent by prepaid post, on the third Business Day after the date of posting to an address within Australia, and on the fifth Business Day after the date of posting to an address outside Australia;
(2) if sent by fax, at the local time (in the place of receipt of that fax) which then equates to the time at which that fax is sent as shown on the transmission report which is produced by the machine from which that fax is sent and which confirms transmission of that fax in its entirety, unless that local time is not a Business Day, or is after 5.00pm on a Business Day in the place of receipt, when that communication will be regarded as received at 9.00am on the next Business Day; and
(3) if delivered by hand, on delivery at the address of the addressee as provided in clause 20.4(c), unless delivery is not made on a Business Day, or after 5.00pm on a Business Day, when that communication will be regarded as received at 9.00am on the next Business Day.

20.5 Governing law and jurisdiction

(a) This deed is governed by the laws of New South Wales.
(b) Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and courts competent to hear appeals from those courts.

20.6 Waivers

(a) Failure to exercise or enforce, a delay in exercising or enforcing, or the partial exercise or enforcement of any right, power or remedy provided by law or under this deed by any party does not in any way preclude, or operate as a waiver of,

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20 General

any exercise or enforcement, or further exercise or enforcement, of that or any other right, power or remedy provided by law or under this deed.

(b) Any waiver or consent given by any party under this deed is only effective and binding on that party if it is given or confirmed in writing by that party.

(c) No waiver of a breach of any term of this deed operates as a waiver of another breach of that term or of a breach of any other term of this deed.

20.7 Variation

This deed may only be varied by a document signed by or on behalf of each of the parties.

20.8 Assignment

A party may not assign, novate or otherwise transfer any of its rights or obligations under this deed without the prior written consent of the other party.

20.9 Acknowledgement

Each party acknowledges that the remedy of damages may be inadequate to protect the interests of the parties for a breach of clause 14 and that a party is entitled to seek and obtain without limitation injunctive relief if another party breaches clause 14.

20.10 No third party beneficiary

This deed shall be binding on and inure solely to the benefit of each party to it and each of their respective permitted successors and assigns, and nothing in this deed, express or implied, is intended to or shall confer on any other person, other than the Conquest Indemnified Parties, the Catalpa Indemnified Parties and the Newcrest Indemnified Parties to the extent expressly set forth in this deed, any third party beneficiary rights.

20.11 Further action

Each party will do all things and execute all further documents necessary to give full effect to this deed.

20.12 Entire agreement

This deed and the other Transaction Documents supersedes all previous agreements, understandings, negotiations or deeds (other than the Confidentiality Agreement) in respect of their subject matter and embodies the entire agreement between the parties.

20.13 Counterparts

(a) This deed may be executed in any number of counterparts.

(b) All counterparts, taken together, constitute one instrument.

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Schedules

Catalpa Warranties	58
Conquest Warranties	66
Newcrest Warranties	74
Catalpa Securities	77
Conquest details	79
Conquest Options	80
Glossary	87

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Schedule 1

Catalpa Warranties

Incorporation and existence

Catalpa and each Catalpa Group Member is duly incorporated and validly exists under the law of its place of incorporation.
Catalpa and each Catalpa Group Member has full corporate power and authority to own its assets and to carry on its business as now conducted.
Neither Catalpa nor any Catalpa Group Member is insolvent and no receiver has been appointed over any part of their assets and no such appointment has been threatened.
Neither Catalpa nor any Catalpa Group Member is in liquidation and no proceedings have been brought or threatened for the purpose of winding up any of them.
To the best of Catalpa's knowledge and belief, there are no facts, matters or circumstances which give any person the right to apply to liquidate or wind up Catalpa or any Catalpa Group Member.
No administrator has been appointed to Catalpa or any Catalpa Group Member nor has any deed of company arrangement been executed or proposed in respect of any of them.
Neither Catalpa nor any Catalpa Group Member has entered into an arrangement, compromise or composition with or assignment for the benefit of its creditors or a class of them.
Neither Catalpa nor any Catalpa Group Member is (or is taken to be under applicable legislation) unable to pay its debts, other than a debt or claim the subject of a good faith dispute, and has not stopped or suspended, or threatened to stop or suspend, the payment of all or a class of its debts.

Authority

The execution and delivery of this deed, the Asset Sale Agreement and the Subscription Deed have been properly authorised by all necessary corporate action of Catalpa and other Catalpa Group Members as applicable.
Catalpa and other Catalpa Group Members as applicable have full corporate power and lawful authority to execute and deliver this deed, the Asset Sale Agreement and the Subscription Deed and to consummate and perform or cause to be performed their obligations under this deed, the Asset Sale Agreement and the Subscription Deed and each transaction contemplated by those documents to be performed by them.
This deed, the Asset Sale Agreement and the Subscription Deed constitute legal, valid and binding obligations of Catalpa and other Catalpa Group Members as applicable enforceable in accordance with their terms by appropriate legal remedy.
The execution, delivery and performance by Catalpa and other Catalpa Group Members as applicable of this deed, the Asset Sale Agreement and the Subscription Deed and each transaction contemplated by those documents does

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Schedule 1
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not or will not (with or without the lapse of time, the giving of notice or both) contravene, conflict with or result in a breach of or default under:

(i) any provision of the constitution of Catalpa or other Catalpa Group Members as applicable;
(ii) any material term or provision of any security arrangement, undertaking, agreement or deed; or

(iii) any writ, order or injunction, judgement, or Law to which it is a party or is subject or by which it is bound. Shares

The Catalpa Shares have not been and the New Catalpa Shares will not be issued in violation of any pre emptive or similar rights of any member or former member of Catalpa or of the terms of any agreement by which Catalpa is bound.
To the best of the Catalpa's knowledge and belief, there is no shareholder agreement, voting trust, proxy or other agreement or understanding relating to the voting of the Catalpa Shares or the New Catalpa Shares.
The capital structure of Catalpa, including all issued securities as at the date of this deed, is as set out in Schedule 4, it has not issued any other securities, options, rights or instruments which are still outstanding and may convert into Catalpa Shares other than as set out in Schedule 4, and it is not under any obligation to issue, and no person has any right to call for the issue of, any Catalpa Shares or other securities in it.
Catalpa is the legal and beneficial owner of the whole of the issued share capital in each of its related bodies corporate free from all Security Interests and there is no agreement to give or create any Security Interest over the issued share capital in its related bodies corporate.
Except as authorised by the Corporations Act, Catalpa has not at any time: (i) redeemed or repaid any share capital; (ii) reduced its share capital or passed any resolution for the reduction of its share capital;

(iii) given any financial assistance in relation to, acquired (directly or indirectly) or lent money on the security of shares or units of shares in itself or in any holding company; or

(iv) offered or agreed to buy back any of its shares.

The New Catalpa Shares to be issued in accordance with clause 4.3 and the terms of the Schemes will be duly authorised and validly issued, fully paid and free of all Security Interests and third party rights and will rank equally with all other Catalpa Shares then on issue.
Catalpa has full right and authority to issue the New Catalpa Shares to Newcrest subject to satisfaction of the conditions specified in this deed and the Subscription Deed.

Assets

Each Catalpa Asset is the absolute property of, and is legally and beneficially owned by, the Catalpa Group Members free from all Security Interests.
No Catalpa Group Member has granted a Security Interest or Contractual Right in relation to a Catalpa Asset and no Security Interest or Contractual Right exists in relation to a Catalpa Asset.
The Catalpa Tenements are in good standing and are not liable to forfeiture. There is no fact, circumstance or breach that could:

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(i) give rise to the early termination of a Catalpa Tenement;
(ii) prejudice the renewal of a Catalpa Tenement; or
(iii) adversely affect the rights or benefits conferred by a Catalpa Tenement.

Data Room documentation

The Catalpa Data Room Documentation:
(i) is not misleading or deceptive in any way, whether by inclusion of misleading information or omission of information or both; and
(ii) to the best of Catalpa's knowledge and belief, having made reasonable enquiries, the Catalpa Data Room Documentation discloses all information that is relevant to be disclosed to a purchaser for value of shares in Catalpa.

Scheme Information

The Catalpa Information (other than any information regarding the Conquest Group or the Sale Interests contained in, or used in the preparation of, the information regarding the merged “Catalpa, Conquest and Sale Interests” entity following implementation of the Schemes), as at the date the Scheme Booklet is despatched to Conquest Shareholders, will not contain any statement which is misleading or deceptive including by way of omission from that Catalpa Information (including there being reasonable grounds for all statements as to future matters, and a basis for all statements of opinion, in that Catalpa Information).
The Catalpa Information:
(i) will be provided to Conquest and the Independent Expert in good faith and on the understanding that Conquest and each other Conquest Indemnified Party will rely on that information for the purposes of preparing the Scheme Booklet and proposing the Scheme, and that the Independent Expert will rely upon that information for the purpose of preparing the Independent Expert’s Reports (as the case may be); and
(ii) will comply in all material respects with the requirements of the Corporations Act, the Listing Rules, RG 60 and RG 74.
Catalpa will, as a continuing obligation, provide to Conquest all further or new information which arises after the Scheme Booklet has been despatched until the date of the Scheme Meeting which is necessary to ensure that the Catalpa Information is not misleading or deceptive in any material respect (including because of any material omission).
Catalpa has complied in all material respects with its continuous disclosure obligations under Listing Rule 3.1 and, other than for this Transaction, it is not relying on the carve-out in Listing Rule 3.1A to withhold any material information from public disclosure.
Catalpa has provided complete and accurate information regarding fee levels in all retainers and mandates with Financial Advisors and the basis upon fees will be charged by other advisors in relation to the Transaction or Competing Proposals or any other transaction where such retainer or mandate is current, or under which the Catalpa Group still has obligations.
Catalpa has complied with all its disclosure requirements under the Corporations Act and the Listing Rules and, other than for the Transaction, there is no information which Catalpa is withholding from ASX in accordance with listing Rule 3.1A.

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1. Other than for the Transaction, to the best of the Catalpa's knowledge, after having made reasonable enquiries, there are no circumstances which would prevent Catalpa from giving a notice to ASX which complies with section 708A(5) of the Corporations Act if such notice was required to be given at the date of this deed.

Material Adverse Change

Catalpa is not aware of any information relating to the Catalpa Group or its businesses or operations (having made reasonable enquiries) as at the date of this deed that has or could reasonably be expected to give rise to a Catalpa Material Adverse Change that has not been disclosed in the Catalpa Disclosure Materials or announced to ASX.

Taxation

In these Tax Warranties, the following definitions apply: (i) a reference to ' tax ' or ' taxes ':
(A) means all taxes of any name, kind or description imposed by any country, or any political or administrative subdivision or local authority within a country; and

(B) any interest, fine, penalty, charge or additional amount payable in relation to a tax,

and a reference to any tax statute or its provisions includes that statute or those provisions as in force at any time or in any period relevant for the purposes of the Tax Warranties;

(ii) a reference to ' assessment ' in relation to tax includes any process by which any Catalpa Group Member could become liable to pay an amount of tax, or an amount on account of tax, to a Tax Authority including without limiting any such process as may be effected by a Tax Authority or by self assessment, by original or amended assessment, by actual or deemed assessment, by written notice, claim or demand, or otherwise, and ' assess ' or ' assessed ' have a corresponding meaning;

(iii) terms or concepts which had or have a meaning in relation to income tax (including without limitation in relation to consolidated groups and MEC groups), capital gains tax, franking, etc or withholding tax under the Income Tax Assessment Act 1936 , the Income Tax Assessment Act 1997 , the Income Tax (Transitional Provisions) Act 1997 , or the Taxation Administration Act 1953 , have the same meaning in the relevant Tax Warranties;

(iv) terms or concepts which had or have a meaning in relation to GST under the A New Tax System (Goods and Services Tax) Act 1999 , have the same meaning in the relevant Tax Warranties;

(v) a reference to 'stamp duties' means any tax in the nature of a stamp, registration, documentation or like tax on instruments or transactions, and includes any tax payable under the Duties Act 1997 (NSW), Duties Act 2000 (Vic), Duties Act 2001 (Qld), Stamp Act 1921 (WA), Duties Act 2008 (WA), Stamp Duties Act 1923 (SA), Duties Act 200 1 (Tas), Duties Act 1999 (ACT), Stamp Duty Act 1978 (NT), Stamp Duty Act 2007 (NT), or any statute which was replaced by, or which replaces, any of these Acts; (vi) a ' Tax Authority ' includes any government, and any person, agency or office having the administration of any tax or taxes;

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(vii) a reference to any Catalpa Group Member's ' activities up to Completion ' includes any business or other operations conducted by any Catalpa Group Member, any ownership or holding of property or other assets by any Catalpa Group Member, any debts or other liabilities owed by any Catalpa Group Member, and any act, omission, event, matter or transaction concerning any Catalpa Group Member, at any time or in any period before Completion;
(viii) ' Purchaser Consolidated Group ' means the consolidated group of which Catalpa is the head company at the date of this Agreement.

General Tax Warranties

Each Catalpa Group Member has complied with all obligations under laws relating to taxes, including obligations to file or make assessments of tax in accordance with the law.
Each Catalpa Group Member has paid all taxes due and payable before Completion.
Taxes due and payable after Completion in respect of each Catalpa Group Member's activities up to Completion is or will be provided for in the accounts of the relevant Catalpa Group Member in accordance with applicable accounting standards.
Taxes due by a Catalpa Group Member in respect of any of the transactions contemplated by this Deed is or will be provided for in the accounts of the relevant Catalpa Group Member in accordance with applicable accounting standards.
No Catalpa Group Member will incur any capital gain due to CGT Event J1 under Part 3 1 and Part 3 3 of the Income Tax Assessment Act 1997, or section 160ZZOA of the Income Tax Assessment Act 1936, or any like provisions, by reason of this Deed or any of the transactions it contemplates.
Each Catalpa Group Member has prepared and kept all records necessary to correctly determine and assess all taxes payable in respect of each Catalpa Group Member's activities up to Completion.

Income Tax

All income tax payable by each Catalpa Group Member on taxable income for income years ending before Completion has been correctly assessed and duly paid, and any losses (of any sort), deductions, credits, rebates or tax offsets of any Catalpa Group Member arising in the period before Completion have been determined, assessed or claimed in accordance with the law..
All PAYG instalments payable by each Catalpa Group Member on instalment income for instalment periods ending before Completion have been correctly assessed and duly paid.
[Not used.]
[Not used.]
Income tax of any Catalpa Group Member attributable to that part of the current income year which ends at Completion is or will be provided for in the accounts in accordance with applicable accounting standards.
In relation to each Catalpa Group Member's activities up to Completion:
(i) each Catalpa Group Member is a resident company of Australia (and no other country) for income tax purposes;
(ii) no Catalpa Group Member has entered into, and will not before Completion enter into, any scheme to which Part IVA of the Income Tax Assessment Act 1936 applies;

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Schedule 1
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(iii) within the meaning of Division 13 of Part III of the Income Tax Assessment Act 1936, no Catalpa Group Member has been and will not before Completion become, party to any international agreement in respect of which property is supplied or acquired otherwise than for arm's length consideration;
(iv) for the purposes of Division 245 in Schedule 2C of the Income Tax Assessment Act 1936, no debt forgiveness concerning any Catalpa Group Member or any related company has or will affect any Catalpa Group Member's losses (of any sort), deductions or cost bases;
(v) all choices, elections, rollovers, loss transfers, transfers of deductions and other like matters relating to the income tax affairs of Catalpa Group Members which have been taken into account in assessing income tax payable up to Completion have been duly made (in writing), are included in the income tax records of Catalpa Group Members, and have (where necessary to be valid) been duly furnished to the Commissioner.

Consolidation

Catalpa is the head company of the Purchaser Consolidated Group. 46. At Completion each Catalpa Group Member other than Catalpa is a subsidiary member of the Purchaser Consolidated Group.
At Completion the group liabilities of the Purchaser Consolidated Group will be covered by one or more valid tax sharing agreement, and if a copy of any such tax sharing agreement has been or is demanded by the Commissioner of Taxation at any time before or after Completion it has been or will be supplied to the Commissioner within the time required to ensure the agreement does not cease to cover the group liabilities of the Purchaser Consolidated Group.
Within the meaning of Part 3 90 of the Income Tax Assessment Act 1997, if any Catalpa Group Member has been a head company or subsidiary member of any consolidated group or MEC group other than the Purchaser Consolidated Group:
(i) all group liabilities in relation to any such group have been covered by one or more valid tax sharing agreements, except for Lion Selection Limited ABN 53 123 217 112 , AuSelect Limited ABN 53 077 885 208, Lion Mining Limited ABN 92 000 697 183, Sedgold Pty Ltd ABN 37 010 077 988 and Fernyside Pty Ltd ABN 17 001 245 530; and
(ii) no liability for tax will arise as a result of any Catalpa Group Member having been a head company or subsidiary member of such other consolidated group or MEC group.

Franking, etc

No Catalpa Group Member's franking account will be in deficit before, or just after Completion.
Catalpa (on behalf of the Purchaser Consolidated Group) or the relevant Catalpa Group Member (as applicable) has kept accurate franking account at all times up to Completion.
In relation to each Catalpa Group Member's activities up to Completion:
(i) each Catalpa Group Member will have no liabilities for franking tax before, or just after Completion;
(ii) no Catalpa Group Member has ever been, and up to Completion will not become, an exempting company or a former exempting company;
(iii) no Catalpa Group Member has ever had, and up to Completion will not have, a tainted share capital account.

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Withholding taxes

Each Catalpa Group Member has withheld, deducted and duly paid all amounts due for or on account of any withholding tax or like impost in respect of all payments or non cash benefits made or provided by the Catalpa Group Member to another person before Completion (including any payments or non cash benefits made or provided to employees, contractors or any other persons providing labour or services before Completion).

Employees and contractors

Each Catalpa Group Member has complied with all obligations in respect of tax file numbers of employees.
All employee share plans in respect of which it was possible for employees of Catalpa Group Members to claim concessions or exemptions pursuant to Division 13A of Part III of the Income Tax Assessment Act 1936 have been administered in compliance with the conditions required to obtain such concessions and exemptions.

GST

Each Catalpa Group Member is duly registered for GST, and will remain duly registered up to Completion, other than Westonia Mines Minerals Pty Ltd (ACN 059 349 094).
Each Catalpa Group Member has paid when due the correct amount of GST payable before Completion on any supply, importation or other transaction occurring before Completion or such amounts will be provided for in the accounts of the relevant Catalpa Group Member in accordance with applicable accounting standards and each Catalpa Group Member will not have any liability for GST payable after Completion on any such supply, importation or other transaction.
No Catalpa Group Member has claimed any GST input tax credits or reduced input tax credits before Completion to which it is not entitled and all credits have been claimed in the correct tax period.
All GST invoices or other documents required to be issued to any person or agency under the GST Law in respect of all supplies, importations or other transactions made by any Catalpa Group Member before Completion have been or will be correctly prepared and duly issued.

Stamp duties, customs, excise, etc

All stamp duties, customs, excise and like imposts payable by any Catalpa Group Member up to and including Completion has been paid or is or will be provided for in the accounts of the relevant Catalpa Group Member in accordance with applicable accounting standards.
Each Catalpa Group Member has complied with all obligations under laws relating to stamp duties, customs, excise and like imposts, including in relation to the preparation and maintenance of all records necessary to so comply.

Returns and records

All records required to be prepared and kept by a Catalpa Group Member for the purposes of any tax law up to Completion have been or will be duly prepared and kept.

Tax audits and disputes

No Catalpa Group Member is subject to any audit, investigation, review or enquiry by any person or Tax Authority in relation to taxes.
No Catalpa Group Member is party to any litigation or other dispute with any person or Tax Authority in relation to taxes.

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No Catalpa Group Member has given to any other person or Tax Authority any indemnities, guarantees or warranties with respect to taxes.

Shareholding in Conquest

No Catalpa Group Member holds, or controls voting rights attaching to, any Conquest Shares.

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Conquest Warranties

Incorporation and existence

Conquest and each Conquest Group Member is duly incorporated and validly exists under the law of its place of incorporation.
Conquest and each Conquest Group Member has full corporate power and authority to own its assets and to carry on its business as now conducted.
Neither Conquest nor any Conquest Group Member is insolvent and no receiver has been appointed over any part of their assets and no such appointment has been threatened.
Neither Conquest nor any Conquest Group Member is in liquidation and no proceedings have been brought or threatened for the purpose of winding up any of them.
To the best of Conquest's knowledge and belief, there are no facts, matters or circumstances which give any person the right to apply to liquidate or wind up Conquest or any Conquest Group Member.
No administrator has been appointed to Conquest or any Conquest Group Member nor has any deed of company arrangement been executed or proposed in respect of any of them.
Neither Conquest nor any Conquest Group Member has entered into an arrangement, compromise or composition with or assignment for the benefit of its creditors or a class of them.
Neither Conquest nor any Conquest Group Member is (or is taken to be under applicable legislation) unable to pay its debts, other than a debt or claim the subject of a good faith dispute, and has not stopped or suspended, or threatened to stop or suspend, the payment of all or a class of its debts.

Authority

The execution and delivery of this deed has been properly authorised by all necessary corporate action of Conquest and other Conquest Group Members as applicable.
Conquest and other Conquest Group Members as applicable have full corporate power and lawful authority to execute and deliver this deed and to consummate and perform or cause to be performed their obligations under this deed and each transaction contemplated by this deed to be performed by them.
This deed constitutes a legal, valid and binding obligation of Conquest and other Conquest Group Members as applicable enforceable in accordance with their terms by appropriate legal remedy.
The execution, delivery and performance by Conquest and other Conquest Group Members as applicable of this deed and each transaction contemplated by those documents does not or will not (with or without the lapse of time, the giving of notice or both) contravene, conflict with or result in a breach of or default under:

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(i) any provision of the constitution of Conquest or other Conquest Group Members as applicable;
(ii) any material term or provision of any security arrangement, undertaking, agreement or deed; or
(iii) any writ, order or injunction, judgement, or Law to which it is a party or is subject or by which it is bound.
Shares 13. The Conquest Shares comprise the whole of the issued share capital of Conquest.
1. The Conquest Shares have not been issued in violation of any pre emptive or similar rights of any member or former member of Conquest or of the terms of any agreement by which Conquest is bound.
1. To the best of Conquest's knowledge and belief, there is no shareholder agreement, voting trust, proxy or other agreement or understanding relating to the voting of the Conquest Shares.
1. The capital structure of Conquest, including all issued securities as at the date of this deed, is as set out in Schedules 5 and 6, it has not issued any other securities, options, rights or instruments which are still outstanding and may convert into Conquest Shares other than as set out in Schedules 5 and 6, and, other than with respect to the granting of any Non-dilution Rights Options, it is not under any obligation to issue, and no person has any right to call for the issue of, any Conquest Shares or other securities in it.
1. Conquest is the legal and beneficial owner of the whole of the issued share capital in each of its related bodies corporate free from all Security Interests and there is no agreement to give or create any Security Interest over the issued share capital in its related bodies corporate.
1. Except as authorised by the Corporations Act, Conquest has not at any time: (i) redeemed or repaid any share capital;
(ii) reduced its share capital or passed any resolution for the reduction of its share capital;
(iii) given any financial assistance in relation to, acquired (directly or indirectly) or lent money on the security of shares or units of shares in itself or in any holding company; or
(iv) offered or agreed to buy back any of its shares.
Assets
Each Conquest Asset is the absolute property of, and is legally and beneficially owned by, the Conquest Group Members free from all Security Interests.
No Conquest Group Member has granted a Security Interest or Contractual Right in relation to a Conquest Asset and no Security Interest or Contractual Right exists in relation to a Conquest Asset.
The Conquest Tenements are in good standing and are not liable to forfeiture. There is no fact, circumstance or breach that could:
(i) give rise to the early termination of a Conquest Tenement;
(ii) prejudice the renewal of a Conquest Tenement; or
(iii) adversely affect the rights or benefits conferred by a Conquest Tenement.

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Data Room documentation

The Conquest Data Room Documentation:
(i) is not misleading or deceptive in any way, whether by inclusion of misleading information or omission of information or both; and
(ii) to the best of Conquest's knowledge and belief, having made reasonable enquiries, the Conquest Data Room Documentation discloses all information that is relevant to be disclosed to a purchaser for value of shares in Conquest.

Scheme Information

No information (other than the Catalpa Information, the Newcrest Information, the Independent Expert's Reports, any investigating accountant's report and the tax opinion) contained in the Scheme Booklet, as at the date the Scheme Booklet is despatched to Conquest Shareholders, or provided by Conquest for inclusion in the Explanatory Memorandum as at the date it is despatched to Conquest Shareholders, will contain any statement which is misleading or deceptive, including by way of omission from that statement (including there being reasonable grounds for all statements as to future matters and a basis for all statements of opinion).
The information contained in the Scheme Booklet (other than the Catalpa Information, the Newcrest Information, the Independent Expert’s Reports, any investigating accountant’s report and the tax opinion):
(i) will be prepared, and included in the Scheme Booklet and provided to Catalpa and the Independent Expert, in good faith and on the understanding that Catalpa and each other Catalpa Indemnified Party will rely on that information for the purposes of preparing the Explanatory Memorandum, and that the Independent Expert will rely upon that information for the purpose of preparing the Conquest Expert’s Report (as the case may be); and
(ii) will comply in all material respects with the requirements of the Corporations Act, the Listing Rules, RG 60 and RG 74,

and all information provided by Conquest to the Independent Expert will be provided in good faith and on the understanding that the Independent Expert will rely on that information for the purpose of preparing the Independent Expert’s Reports.

Conquest will, as a continuing obligation, ensure that the Scheme Booklet (but in respect of the Catalpa Information and Newcrest Information, subject to Catalpa and Newcrest complying with their respective obligations to update the Catalpa Information and Newcrest Information) will be updated by all such further or new information which arises after the Scheme Booklets have been despatched until the date of the Scheme Meeting which is necessary to ensure that the Scheme Booklet is not misleading or deceptive in any material respect (including because of any material omission).
Conquest will, as a continuing obligation, provide to Catalpa all further or new information which arises after the Explanatory Memorandum has been despatched until the date of the Catalpa Meeting which is necessary to ensure that the Conquest Information is not misleading or deceptive in any material respect (including because of any material omission).
Conquest has complied in all material respects with its continuous disclosure obligations under Listing Rule 3.1 and, other than for this Transaction, it is not relying on the carve-out in Listing Rule 3.1A to withhold any material information from public disclosure.

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Schedule 2
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Conquest has provided complete and accurate information regarding fee levels in all retainers and mandates with Financial Advisors and the basis upon fees will be charged by other advisors in relation to the Transaction or Competing Proposals or any other transaction where such retainer or mandate is current, or under which the Conquest Group still has obligations.

Material Adverse Change 29. Conquest is not aware of any information relating to the Conquest Group or its businesses or operations (having made reasonable enquiries) as at the date of this deed that has or could reasonably be expected to give rise to a Conquest Material Adverse Change that has not been disclosed in the Conquest Disclosure Materials or announced to ASX.

Taxation 30. In these Tax Warranties, the following definitions apply: (i) a reference to ' tax ' or ' taxes ':

(A) means all taxes of any name, kind or description imposed by any country, or any political or administrative subdivision or local authority within a country; and
(B) any interest, fine, penalty, charge or additional amount payable in relation to a tax,
and a reference to any tax statute or its provisions includes that statute or those provisions as in force at any time or in any period relevant for the purposes of the Tax Warranties;

(ii) a reference to ' assessment ' in relation to tax includes any process by which any Conquest Group Member could become liable to pay an amount of tax, or an amount on account of tax, to a Tax Authority including without limiting any such process as may be effected by a Tax Authority or by self assessment, by original or amended assessment, by actual or deemed assessment, by written notice, claim or demand, or otherwise, and ' assess ' or ' assessed ' have a corresponding meaning; (iii) terms or concepts which had or have a meaning in relation to income tax (including without limitation in relation to consolidated groups and MEC groups), capital gains tax, franking, etc or withholding tax under the Income Tax Assessment Act 1936 , the Income Tax Assessment Act 1997 , the Income Tax (Transitional Provisions) Act 1997 , or the Taxation Administration Act 1953 , have the same meaning in the relevant Tax Warranties; (iv) terms or concepts which had or have a meaning in relation to GST under the A New Tax System (Goods and Services Tax) Act 1999 , have the same meaning in the relevant Tax Warranties;

(v) a reference to ' stamp duties ' means any tax in the nature of a stamp, registration, documentation or like tax on instruments or transactions, and includes any tax payable under the Duties Act 1997 (NSW), Duties Act 2000 (Vic), Duties Act 2001 (Qld), Stamp Act 1921 (WA), Duties Act 2008 (WA), Stamp Duties Act 1923 (SA), Duties Act 2001 (Tas), Duties Act 1999 (ACT), Stamp Duty Act 1978 (NT), Stamp Duty Act 2007 (NT), or any statute which was replaced by, or which replaces, any of these Acts;

(vi) a ' Tax Authority ' includes any government, and any person, agency or office having the administration of any tax or taxes;

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(vii) a reference to any Conquest Group Member's ' activities up to Completion ' includes any business or other operations conducted by any Conquest Group Member, any ownership or holding of property or other assets by any Conquest Group Member, any debts or other liabilities owed by any Conquest Group Member, and any act, omission, event, matter or transaction concerning any Conquest Group Member, at any time or in any period before Completion;
(viii) ' Purchaser Consolidated Group ' means the consolidated group of which Conquest is the head company at the date of this Agreement.

General Tax Warranties

Each Conquest Group Member has complied with all obligations under laws relating to taxes.
Each Conquest Group Member has paid all taxes due and payable before Completion.
Taxes due and payable after Completion in respect of each Conquest Group Member's activities up to Completion is or will be provided for in the accounts of the relevant Conquest Group Member in accordance with applicable accounting standards.
Taxes due by a Conquest Group Member in respect of any of the transactions contemplated by this Deed is or will be provided for in the accounts of the relevant Conquest Group Member in accordance with applicable accounting standards.
No Conquest Group Member will incur any capital gain due to CGT Event J1 under Part 3 1 and Part 3 3 of the Income Tax Assessment Act 1997, or section 160ZZOA of the Income Tax Assessment Act 1936, or any like provisions, by reason of this Deed or any of the transactions it contemplates.
Each Conquest Group Member has prepared and kept all records necessary to correctly determine and assess all taxes payable in respect of each Conquest Group Member's activities up to Completion.

Income Tax

All income tax payable by each Conquest Group Member on taxable income for income years ending before Completion has been correctly assessed and duly paid.
All PAYG instalments payable by each Conquest Group Member on instalment income for instalment periods ending before Completion have been correctly assessed and duly paid.
No assessments will be made or received by any Conquest Group Member after Completion increasing income tax payable by any Conquest Group Member in respect of taxable income for income years ending before Completion, where such assessment arises from a Conquest Group Member having failed to comply with the income tax laws prior to Completion.
No assessments will be made or received by any Conquest Group Member after Completion reducing, cancelling or disallowing any losses (of any sort), deductions, credits, rebates or tax offsets of any Conquest Group Member arising in income years ending before Completion, where such assessment arises from a Conquest Group Member having failed to comply with the income tax laws prior to Completion.
Income tax of any Conquest Group Member attributable to that part of the current income year which ends at Completion is or will be provided for in the accounts in accordance with applicable accounting standards.
In relation to each Conquest Group Member's activities up to Completion:

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Schedule 2
(i) each Conquest Group Member is a resident company of Australia (and
no other country) for income tax purposes;
(ii) no Conquest Group Member has entered into, and will not before
Completion enter into, any scheme to which Part IVA of the Income
Tax Assessment Act 1936 applies;
(iii) within the meaning of Division 13 of Part III of the Income Tax
Assessment Act 1936, no Conquest Group Member has been and will
not before Completion become, party to any international agreement in
respect of which property is supplied or acquired otherwise than for
arm's length consideration;
(iv) for the purposes of Division 245 of the Income Tax Assessment Act
1997, no debt-forgiveness concerning any Conquest Group Member
or any related company has or will affect any Conquest Group
Member's losses (of any sort), deductions or cost bases; and
(v) all choices, elections, rollovers, loss transfers, transfers of deductions
and other like matters relating to the income tax affairs of Conquest
Group Members which have been taken into account in assessing
income tax payable up to Completion have been duly made (in
writing), are included in the income tax records of Conquest Group
Members, and have (where necessary to be valid) been duly furnished
to the Commissioner.
Consolidation
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Conquest is the head company of the Purchaser Consolidated Group. 44. Immediately before Completion each Conquest Group Member other than Conquest is a subsidiary member of the Purchaser Consolidated Group.
Immediately before Completion the group liabilities of the Purchaser Consolidated Group will be covered by one or more valid tax sharing agreement, and if a copy of any such tax sharing agreement has been or is demanded by the Commissioner of Taxation at any time before or after Completion it has been or will be supplied to the Commissioner within the time required to ensure the agreement does not cease to cover the group liabilities of the Purchaser Consolidated Group.
Within the meaning of Part 3 90 of the Income Tax Assessment Act 1997, if any Conquest Group Member has been a head company or subsidiary member of any consolidated group or MEC group other than the Purchaser Consolidated Group:
(i) all group liabilities in relation to any such group have been covered by one or more valid tax sharing agreements; and
(ii) no liability for tax will arise as a result of any Conquest Group Member having been a head company or subsidiary member of such other consolidated group or MEC group.

Franking, etc

No Conquest Group Member's franking account will be in deficit before, or just after Completion.
Conquest (on behalf of the Purchaser Consolidated Group) or the relevant Conquest Group Member (as applicable) has kept accurate franking accounts at all times up to Completion.
In relation to each Conquest Group Member's activities up to Completion:
(i) each Conquest Group Member will have no liabilities for franking tax before, or just after Completion;

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(ii) no Conquest Group Member has ever been, and up to Completion will not become, an exempting company or a former exempting company;
(iii) no Conquest Group Member has ever had, and up to Completion will not have, a tainted share capital account.

Withholding taxes

Each Conquest Group Member has withheld, deducted and duly paid all amounts due for or on account of any withholding tax or like impost in respect of all payments or non cash benefits made or provided by the Conquest Group Member to another person before Completion (including any payments or non cash benefits made or provided to employees, contractors or any other persons providing labour or services before Completion).

Employees and contractors

Each Conquest Group Member has complied with all obligations in respect of tax file numbers of employees.
All employee share plans in respect of which it was possible for employees of Conquest Group Members to claim concessions or exemptions pursuant to Division 13A of Part III of the Income Tax Assessment Act 1936 have been administered in compliance with the conditions required to obtain such concessions and exemptions.

GST

Each Conquest Group Member is duly registered for GST, and will remain duly registered up to Completion, other than NQM Exploration Pty Limited ACN 125 728 154, Walker Resources Pty Limited ACN 116 453 742, NQM Gold Pty Limited ACN 126 817 043 and Baal Gammon Operations Pty Ltd ACN 125 765 451.
Each Conquest Group Member has paid when due the correct amount of GST payable before Completion on any supply, importation or other transaction occurring before Completion or such amounts will be provided for in the accounts of the relevant Conquest Group Member in accordance with applicable accounting standards and each Conquest Group Member will not have any liability for GST payable after Completion on any such supply, importation or other transaction.
No Conquest Group Member has claimed any GST input tax credits or reduced input tax credits before Completion to which it is not entitled and all credits have been claimed in the correct tax period.
All GST invoices or other documents required to be issued to any person or agency under the GST Law in respect of all supplies, importations or other transactions made by any Conquest Group Member before Completion have been or will be correctly prepared and duly issued.
No Conquest Group Member will have any liabilities after Completion as a result of having been a member of any GST group or GST joint venture.
Stamp duties, customs, excise, etc
All stamp duties, customs, excise and like imposts payable by any Conquest Group Member up to and including Completion has been paid or is or will be provided for in the accounts of the relevant Conquest Group Member in accordance with applicable accounting standards.
Each Conquest Group Member has complied with all obligations under laws relating to stamp duties, customs, excise and like imposts, including in relation to the preparation and maintenance of all records necessary to so comply.

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No Conquest Group Member holds, or controls voting rights attaching to, any Catalpa Shares.

Returns and records

All records required to be prepared and kept by a Conquest Group Member for the purposes of any tax law up to Completion have been or will be duly prepared and kept.

Tax audits and disputes

No Conquest Group Member is subject to any audit, investigation, review or enquiry by any person or Tax Authority in relation to taxes.
No Conquest Group Member is party to any litigation or other dispute with any person or Tax Authority in relation to taxes.
No Conquest Group Member has given to any other person or Tax Authority any indemnities, guarantees or warranties with respect to taxes.

Shareholding in Catalpa

No Conquest Group Member holds, or controls voting rights attaching to, any Catalpa Shares.

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Schedule 3

Newcrest Warranties

Incorporation and existence

Newcrest and each of the Vendors is duly incorporated and validly exists under the law of its place of incorporation.
The relevant Vendors have full corporate power and authority to own the Sale Interests and carry on the Businesses as they are being conducted.
Neither Newcrest nor any of the Vendors is insolvent and no receiver has been appointed over any part of their assets and no such appointment has been threatened.
Neither Newcrest nor any of the Vendors is in liquidation and no proceedings have been brought or threatened for the purpose of winding up any of them.
To the best of Newcrest's knowledge and belief, there are no facts, matters or circumstances which give any person the right to apply to liquidate or wind up Newcrest or any of the Vendors.
No administrator has been appointed to Newcrest or any of the Vendors has any deed of company arrangement been executed or proposed in respect of any of them.
Neither Newcrest nor any of the Vendors has entered into an arrangement, compromise or composition with or assignment for the benefit of its creditors or a class of them.
Neither Newcrest nor any of the Vendors is (or is taken to be under applicable legislation) unable to pay its debts, other than a debt or claim the subject of a good faith dispute, and has not stopped or suspended, or threatened to stop or suspend, the payment of all or a class of its debts.

Authority

The execution and delivery of this deed, the Asset Sale Agreement and the Subscription Deed have been properly authorised by all necessary corporate action of Newcrest and the Vendors as applicable.
Newcrest and the Vendors as applicable have full corporate power and lawful authority to execute and deliver this deed, the Asset Sale Agreement and the Subscription Deed and to consummate and perform or cause to be performed their obligations under this deed, the Asset Sale Agreement and the Subscription Deed and each transaction contemplated by those documents to be performed by them.
This deed, the Asset Sale Agreement and the Subscription Deed constitute legal, valid and binding obligations of Newcrest and the Vendors as applicable enforceable in accordance with their terms by appropriate legal remedy.
The execution, delivery and performance by Newcrest and the Vendors as applicable of this deed, the Asset Sale Agreement and the Subscription Deed

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Schedule 3

and each transaction contemplated by those documents does not or will not (with or without the lapse of time, the giving of notice or both) contravene, conflict with or result in a breach of or default under:

(i) any provision of the constitution of Newcrest or a Newcrest Vendor as applicable;
(ii) any material term or provision of any security arrangement, undertaking, agreement or deed; or
(iii) any writ, order or injunction, judgement, or Law to which it is a party or is subject or by which it is bound.

Assets

The Sale Interests are the absolute property of, and are legally and beneficially owned by, the Vendors free from all Security Interests. The Vendors have full right and authority to sell and dispose of the Sale Interests to Catalpa subject to satisfaction of the conditions specified in this deed and the Asset Sale Agreement and to the terms of the Joint Venture Documents (as defined in the Asset Sale Agreement).
No Newcrest Group Member has granted a Security Interest or Contractual Right in relation to a Newcrest Asset and no Security Interest or Contractual Right exists in relation to a Newcrest Asset.
The Newcrest Tenements are in good standing and are not liable to forfeiture. There is no fact, circumstance or breach that could:
(i) give rise to the early termination of a Newcrest Tenement;
(ii) prejudice the renewal of a Newcrest Tenement; or
(iii) adversely affect the rights or benefits conferred by a Newcrest Tenement.

Data room documentation

The Newcrest Data Room Documentation and the Newcrest Disclosure Letter:
(i) are not misleading or deceptive in any way, whether by inclusion of misleading information or omission of information or both; and
(ii) to the best of Newcrest's knowledge and belief, having made reasonable enquiries, the Newcrest Data Room Documentation discloses all information that is relevant to be disclosed to a purchaser for value of the Sales Interests.

Scheme Information

The Newcrest Information (other than any information regarding the Conquest Group or the Catalpa Group contained in, or used in the preparation of, the information regarding the merged “Catalpa, Conquest and Sale Interests” entity following implementation of the Transaction), as at the date the Scheme Booklet is despatched to Conquest Shareholders and the date the Explanatory Memorandum is despatched to Catalpa Shareholders, will not contain any statement which is misleading or deceptive including by way of omission from that Newcrest Information (including there being reasonable grounds for all statements as to future matters, and a basis for all statements of opinion, in that Newcrest Information).
The Newcrest Information:
(i) will be provided to Conquest and Catalpa in good faith and on the understanding that Conquest and Catalpa and each other Conquest Indemnified Party and Catalpa Indemnified Party will rely on that information for the purposes of preparing the Scheme Booklet and the

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Schedule 3

Explanatory Memorandum (as applicable), and proposing the Scheme, and that the Independent Expert will rely upon that information for the purpose of preparing the Independent Expert's Reports and the Catalpa Expert's Report (as the case may be);

(ii) provided to Catalpa for inclusion in the Explanatory Memorandum will comply in all material respects with the requirements of the Corporations Act and RG 74; and

(iii) provided to Conquest for inclusion in the Scheme Booklet will comply in all material respects with the requirements of the Corporations Act and RG 60.

Newcrest will, as a continuing obligation, provide to Conquest and Catalpa all further or new information which arises after the Scheme Booklet or the Explanatory Memorandum have been despatched until the date of the Scheme Meeting or the Catalpa Meeting (as applicable) which is necessary to ensure that the Newcrest Information is not misleading or deceptive in any material respect (including because of any material omission).

Material Adverse Change

Newcrest is not aware of any information relating to the Newcrest Group or its businesses or operations (having made reasonable enquiries) as at the date of this deed that has or could reasonably be expected to give rise to a Newcrest Material Adverse Change that has not been disclosed in the Newcrest Disclosure Materials or announced to ASX.

Conduct of business

As at the Implementation Date, Newcrest will have complied with its obligations under clause 7.2.

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Schedule 4

Catalpa Securities

The only securities of Catalpa on issue, including options or other instruments that may convert into Catalpa Shares, as at the date of this deed, are set below.


Security	Total number on issue
Ordinary shares (Catalpa Shares)	178,031,701
Options exercisable at $1.10 expiring October 2011 (as detailed below)	5,241,663
Performance Rights	1,151,000

Catalpa Unlisted Options


Number	Series / Description	Exercise Price	Expiry
375,004	Option	$0.867	December 2013
375,004	Option	$1.087	December 2013
397,731	Option	$1.307	December 2013
340,912	Option	$1.527	December 2013
56,819	Option	$0.647	December 2013
113,637	Option	$0.647	March 2014
113,637	Option	$0.867	March 2014
113,637	Option	$1.087	March 2014

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Schedule 4 Options


113,637	Option	$1.307	March 2014
6,060,606	Option	$0.83	March 2014
679,000	Option	$1.69	June 2015

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Schedule 5

Conquest details

The only securities of Conquest on issue, including options (other than the Conquest Options set out in Schedule 6) or other instruments that may convert into Catalpa Shares, as at the date of this deed, are set below.

as at the date of this deed, are set below.

Security	Total number on issue
Ordinary shares (Conquest Shares)	583,241,478

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Schedule 6

Conquest Options

Part 1 – Majority Options


Number	Series/ Description	Exercise Price	Expiry	No. of Catalpa Options to be offered for these Conquest Options	Terms of Catalpa Options to be offered for these Conquest Options
2,000,000	CQTAI Options	$0.93	26 February 2013 (no vesting conditions, fully vested)	599,645	Exercise Price: $3.10; Expiry date unchanged
5,500,000	CQTAJ Options	$0.60	19 October 2012 (no vesting conditions, fully vested)	1,649,025	Exercise Price: $2.00; Expiry date unchanged
1,684,302	Director Options	$0.558	25 November 2016	504,992	Exercise Price: $1.86; Expiry date unchanged
20,968	Director Options	$0.546	25 November 2016	6,287	Exercise Price: $1.82; Expiry date unchanged
50,574	Director Options	$0.569	25 November 2016	15,163	Exercise Price: $1.90; Expiry date unchanged
1,515,484	Director	$0.592	25	454,376	Exercise

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	Options		November 2016		Price: $1.97; Expiry date unchanged
2,115,572	Director Options	$0.575	25 November 2016	634,296	Exercise Price: $1.92; Expiry date unchanged
1,156,217	Director Options	$0.633	25 November 2016	346,660	Exercise Price: $2.11; Expiry date unchanged
5,201,501	Director Options	$0.552	25 November 2016	1,559,528	Exercise Price: $1.84; Expiry date unchanged
1,940,470	Director Options	$0.453	25 November 2016	581,797	Exercise Price: $1.51; Expiry date unchanged
311,908	Director Options	$0.558	25 November 2015	93,517	Exercise Price: $1.86; Expiry date unchanged
3,882	Director Options	$0.546	25 November 2015	1,164	Exercise Price: $1.82; Expiry date unchanged
9,366	Director Options	$0.569	25 November 2015	2,808	Exercise Price: $1.90; Expiry date unchanged
280,646	Director Options	$0.592	25 November 2015	84,144	Exercise Price: $1.97; Expiry date unchanged
391,772	Director Options	$0.575	25 November 2015	117,462	Exercise Price: $1.92; Expiry date unchanged

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214,114	Director Options	$0.633	25 November 2015	64,196	Exercise Price: $2.11; Expiry date unchanged
1,333,612	Director Options	$0.552	25 November 2015	399,847	Exercise Price: $1.84; Expiry date unchanged
359,346	Director Options	$0.453	25 November 2015	107,740	Exercise Price: $1.51; Expiry date unchanged
4,050,000	Employee Options	$0.38	1 June 2015	1,214,282	Exercise Price: $1.27; Expiry date unchanged
1,300,000	Employee Options	$0.42	6 October 2015 (with vesting conditions)	389,769	Exercise Price: $1.40; Expiry date unchanged
2,000,000	Employee Options	$0.552	25 November 2016 (with vesting conditions)	599,645	Exercise Price: $1.84; Expiry date unchanged
2,900,000	Employee Options	$0.64	26 November 2015 (with vesting conditions)	869,486	Exercise Price: $2.13; Expiry date unchanged
1,850,000	Employee Options	$0.565	1 April 2016 (with vesting conditions)	554,672	Exercise Price: $1.88; Expiry date unchanged
738,816	Director Options	$0.633	31 October 2017 (Due and issuable to Conquest directors. To be issued on shareholder	221,514	Exercise Price: $2.11

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			approval)
1,167,548	Director Options	$0.736	31 October 2017 (Due and issuable to Conquest directors. To be issued on shareholder approval)	350,057	Exercise Price: $2.45
136,818	Director Options	$0.633	31 October 2016 (Due and issuable to Conquest directors. To be issued on shareholder approval)	41,021	Exercise Price: $2.11
216,210	Director Options	$0.736	31 October 2016 (Due and issuable to Conquest directors. To be issued on shareholder approval)	64,825	Exercise Price: $2.45

Part 2 – Minority Options


Number	Series/ Description	Exercise Price	Expiry
2,500,000	Director Options	$0.28	1 June 2015 (no vesting conditions, fully vested)
2,500,000	Director Options	$0.32	1 June 2015 (no vesting conditions, fully vested)

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13,500,000	Director Options	$0.28	1 June 2015 (with vesting conditions)
13,500,000	Director Options	$0.32	1 June 2016 (with vesting conditions)

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Schedule 7

Schedule not used.

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Glossary


Term	Meaning
Aggregate Market Capitalisation	on a particular day, the aggregate of: 1. the closing price of Catalpa Shares on ASX on that day multiplied by the number of Catalpa Shares on issue on that day; and 2. the closing price of Conquest Shares on ASX on that day multiplied by the number of Conquest Shares on issue on that day.
ASIC	the Australian Securities and Investments Commission.
Agreed Public Announcement	one or more public announcements to be made by the parties in the form or forms agreed to in writing between the parties.
Asset Sale	the sale of the Sale Interests by Newcrest subsidiaries to Catalpa pursuant to the Asset Sale Agreement
Asset Sale Agreement	the asset sale agreement between Newcrest and Catalpa for the sale of the Sale Interests in the form set out inError! Reference source not found..
associate	has the meaning set out in section 12 of the Corporations Act as if section 12(1) of the Corporations Act included a reference to this deed.
ASX	ASX Limited ABN 98 008 624 691 and, where the context requires, the financial market that it operates.
Business Day	any day that banks are open for business in each of Perth, Melbourne and Sydney.
Businesses	the meaning given in the Asset Sale Agreement
Catalpa Ancillary Resolutions	1. a resolution to approve the change of name of Catalpa to a name agreed between the parties; and 2. any other resolution which the parties have agreed in writing should be considered at the Catalpa Meeting.

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Term	Meaning
Catalpa Assets	the Catalpa Tenements and each other asset used by Catalpa Group Members in the conduct of their businesses.
Catalpa Board	the board of directors of Catalpa.
Catalpa (Conquest) Reimbursement Fee	$1.6 million.
Catalpa Data Room	the 'Project Fort Knox' virtual data room maintained by or on behalf of Catalpa at https://secure3.freehills.com/sites/ProjectFortKnox in which each of Newcrest and Conquest and their Representatives have had access to information and materials relating to Catalpa.
Catalpa Data Room Documentation	1. all documentation referred to in this deed, the Asset Sale Agreement or the Subscription Deed; 2. all documentation: a. contained in the Catalpa Data Room; or b. listed in the data room index provided to each of Newcrest and Conquest or their Representatives and any supplementary data room indexes provided to each of Newcrest and Conquest or their Representatives, up to and including 10:00am on the day immediately preceding the date of this deed; and 3. all information (including answers), made available to Newcrest, Conquest or their Representatives as part of the Catalpa Q&A Process.
Catalpa Disclosure Materials	1. the Catalpa Data Room Documentation; and 2. all information available by searching records open to public inspection in Australia prior to the date of this deed, including records maintained by: a. ASIC; b. ASX; c. IP Australia; d. the High Court of Australia, the Federal Court of Australia, the Federal Magistrates Court of Australia or any Supreme Court of any State or Territory in Australia; e. the Queensland Department of Employment, Economic Development and Innovation; f. the Queensland Environmental Protection agency; g. the National Native Title Tribunal; or h. any other Government Agency.
Catalpa Fee Trigger	a Competing Proposal of any kind is announced prior to expiry of the Exclusivity Period and within one year of the date of such

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Term	Meaning
Event	announcement, the relevant Third Party or an associate of that Third Party: 1. completes a Competing Proposal with respect to the Catalpa Group; or 2. (without limiting 1 above) acquires a relevant interest in at least 50% of Catalpa Shares.
Catalpa Group	Catalpa and each of its subsidiaries and a reference to aCatalpa Group Memberor amember of the Catalpa Groupis a reference to Catalpa or any of its subsidiaries.
Catalpa Indemnified Parties	Catalpa and its subsidiaries and their respective directors, officers and employees.
Catalpa Information	1. in connection with the Explanatory Memorandum – all information included in the Explanatory Memorandum, and any updates to that information prepared by or on behalf of Catalpa in accordance with clause 5.2(d), other than the Conquest Information and the Newcrest Information (and any information solely derived from, or prepared solely in reliance on, the Conquest Information and the Newcrest Information), the Independent Expert's Report and the investigating accountant’s report; 2. in connection with the Scheme Booklet – all information regarding Catalpa, the Catalpa Group and the Catalpa Shares provided by or on behalf of Catalpa for inclusion in the Scheme Booklet (and any information solely derived from, or prepared solely in reliance on, such information), and any updates to that information prepared by or on behalf of Catalpa in accordance with clause 5.1(c).
Catalpa Material Adverse Change	any event, occurrence or matter that individually or when aggregated with all such events, occurrences or matters: 1. diminishes, or is reasonably likely to diminish, (whether now or in the future) the consolidated net assets of the Catalpa Group by an amount equal to $35 million or more; or 2. has the result that the Catalpa Group is unable to carry on its business in substantially the same manner as carried on as at the date of this deed, other than an event, occurrence or matter: 3. required to be undertaken or procured by the Catalpa Group pursuant to the Transaction Documents; 4. to the extent fairly disclosed in the Catalpa Disclosure Materials; 5. to the extent known to Newcrest and Conquest prior to the date of this deed (which does not include knowledge of the risk of an event, occurrence or matter happening); 6. arising as a result of any generally applicable change in law or governmental policy; or 7. arising from changes in economic or business conditions (including commodity prices and exchange rates) which impact on Catalpa and its competitors in substantially the same manner.

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Term	Meaning
Catalpa Meeting	the meeting of Catalpa Shareholders to consider: 1. the Catalpa Principal Resolution; and 2. the Catalpa Ancillary Resolutions.
Catalpa (Newcrest) Reimbursement Fee	$1.6million.
Catalpa Options	options over unissued Catalpa Shares to be issued on the terms set out in Schedule 6.
Catalpa Prescribed Occurrence	other than as: 1. required by a Transaction Document; 2. agreed to in writing by Conquest and Newcrest; 3. fairly disclosed in the Catalpa Disclosure Materials; or 4. fairly disclosed by Catalpa in an announcement made to ASX, or a document lodged with ASIC, before the date of this deed; the occurrence of any of the following: 5. Catalpa converting all or any of its shares into a larger or smaller number of shares; 6. Catalpa resolving to reduce its share capital in any way or reclassifying, combining, splitting or redeeming or repurchasing directly or indirectly any of its shares; 7. Catalpa: • entering into a buy-back agreement; or • resolving to approve the terms of a buy-back agreement under the Corporations Act; 8. Catalpa declaring, paying or distributing any dividend, bonus or other share of its profits or assets or returning or agreeing to return any capital to its members; 9. a member of the Catalpa Group issuing shares (other than as a result of the exercise of the Catalpa Options or the vesting of the Catalpa performance rights listed in Schedule 4), or granting an option over its shares, or agreeing to make such an issue or grant such an option other than to a member of the Catalpa Group; 10.a member of the Catalpa Group issuing or agreeing to issue securities convertible into shares, including pursuant to a dividend reinvestment plan; 11.a member of the Catalpa Group making any change to its constitution; 12.a member of the Catalpa Group disposing, or agreeing to dispose, of, or surrendering, relinquishing or failing to renew: • the whole, or a substantial part, of its business or property; or • all or any part of, or interest in, any mining or exploration licence, lease, tenement or application;

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Term

Meaning

13.a member of the Catalpa Group:
•
acquiring, leasing or disposing of;
•
agreeing to acquire, lease or dispose of; or
•
offering, proposing, announcing a bid or tendering for,
any business, assets, entity or undertaking, the value of which
exceeds $5 million;
14.a member of the Catalpa Group entering into a contract or
commitment restraining a member of the Catalpa Group from
competing with any person or conducting activities in any
market;
15.a member of the Catalpa Group creating, or agreeing to
create, any mortgage, charge, lien or other encumbrance over
the whole, or a substantial part, of its business or property
other than a lien which arises by operation of law or legislation
securing an obligation that is not yet due;
16.a member of the Catalpa Group:
•
entering into any contract or commitment (including in respect of
Financial Indebtedness) requiring payments by the Catalpa
Group in excess of $5 million other than any tax payment
required by law or instalment or any repayment required under
any facility agreement in effect as at the date of this deed and
which has been provided in the Catalpa Disclosure Materials; or
•
(without limiting the foregoing) agreeing to incur capital
expenditure from the date of this deed of more than $5 million;
or
•
waiving any material third party default where the financial
impact on the Catalpa Group will be in excess of $1 million; or
•
accepting as a compromise of a matter less than the full
compensation due to a member of the Catalpa Group where the
compromise is more than $1 million;
17.a member of the Catalpa Group providing financial
accommodation other than to members of the Catalpa Group
(irrespective of what form of Financial Indebtedness that
accommodation takes) in excess of $1 million;
18.a member of the Catalpa Group entering into any agreement,
arrangement or transaction with respect to derivative
instruments (including, but not limited to, swaps, futures
contracts, forward commitments, commodity derivatives or
options) or similar instruments other than under Catalpa’s
existing finance facilities in effect at the date of this deed and
as disclosed in the Catalpa Disclosure Materials;
19.a member of the Catalpa Group resolving that it be wound up
or the making of an application or order for the winding up or
dissolution of Catalpa Group Member other than where the
application or order (as the case may be) is set aside within 14
days;
20.a liquidator or provisional liquidator of a member of the
Catalpa Group being appointed;
21.a court making an order for the winding up of a member of the
Catalpa Group;
22.an administrator of a member of the Catalpa Group being

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Term

Meaning

appointed under the Corporations Act;
23.a member of the Catalpa Group ceases, or threatens to cease
to, carry on the business conducted by the Catalpa Group as
at the date of this deed;
24.a member of the Catalpa Group is or becomes unable to pay
its debts when they fall due within the meaning of the
Corporations Act or is otherwise presumed to be insolvent
under the Corporations Act unless that member has, or has
access to, committed financial support from its parent entity
such that it is able to pay its debts;
25.a member of the Catalpa Group executing a deed of company
arrangement;
26.a receiver, or a receiver and manager, being appointed in
relation to the whole, or a substantial part, of the property of a
member of the Catalpa Group;
27.a member of the Catalpa Group entering into or resolving to
enter into a transaction with any related party of Catalpa (other
than a related party which is a member of the Catalpa Group)
as defined in section 228 of the Corporations Act;
28.Catalpa or any of its subsidiaries being deregistered as a
company or otherwise dissolved;
29.a member of the Catalpa Group entering into or materially
amending any employment, consulting, severance or similar
agreement or arrangement with officers, directors, other
executives or employees of Catalpa or a Catalpa Group
Member, accelerating or otherwise materially increasing
compensation or benefits for any of the above, in each case
other than pursuant to:
•
contractual arrangements in effect on the date of this deed and
which have been disclosed in writing to Conquest and Newcrest
prior to the date of this deed;
•
Catalpa’s policies and guidelines in effect on the date of this
deed and which have been disclosed in writing to Conquest and
Newcrest prior to the date of this deed,
provided that the aggregate of all increases in compensation or
benefits is no greater than $2 million;
30.a member of the Catalpa Group paying any of its directors or
employees a termination or retention payment, other than in
accordance with contractual arrangements in effect on the
date of this deed and which have been disclosed in writing to
Conquest and Newcrest prior to the date of this deed;
31.a member of the Catalpa Group entering into any enterprise
bargaining agreement other than in the ordinary course of
business or pursuant to contractual arrangements in effect on
the date of this deed and which have been disclosed in writing
to Conquest and Newcrest prior to the date of this deed;
32.a member of the Catalpa Group changing any accounting
policy applied by them to report their financial position other
than any change in policy required by a change in accounting
standards;
33.a member of the Catalpa Group doing anything that would
result in a change in the Catalpa Consolidated Group or MEC

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Term	Meaning
	group (as those terms are defined in the Tax Act); or 34.notice of any material investigation, prosecution, arbitration, litigation or dispute threatened against a member of the Catalpa Group which could reasonably be expected to give rise to a liability for the Catalpa Group in excess of $1 million (Material Proceedings) and for the avoidance of doubt which is not frivolous or vexatious, or circumstances arising which could reasonably be expected to give rise to any Material Proceedings, other than in relation to matters where the liability or likely liability for the Catalpa Group has been fully and fairly disclosed in the Catalpa Disclosure Materials. For the avoidance of doubt, Material Proceedings do not include any liability relating to an investigation, prosecution, arbitration, litigation or dispute to the extent that an insurer has agreed to cover the liability under an insurance policy maintained by a member of the Catalpa Group.
Catalpa Principal Resolution	a resolution of Catalpa Shareholders to approve the Share Issue for all purposes including section 611 item 7 of the Corporations Act.
Catalpa Q&A Process	the online process by which Newcrest, Conquest and their Representatives submitted questions regarding Catalpa prior to the date of this deed, the responses to which were posted to the Catalpa Data Room.
Catalpa Reimbursement Fees	the Catalpa (Conquest) Reimbursement Fee and the Catalpa (Newcrest) Reimbursement Fee.
Catalpa Share	a fully paid ordinary share in the capital of Catalpa.
Catalpa Shareholder	each person who is registered as the holder of a Catalpa Share.
Catalpa Tenements	the tenements listed in Schedule 9
Catalpa Warranties	the representations and warranties of Catalpa set out in Schedule 1.
Claim	in relation to a party, a demand, claim, action or proceeding made or brought by or against the party, however arising and whether present, unascertained, immediate, future or contingent.
Competing Proposal	an expression of interest, proposal, offer, transaction or arrangement pursuant to which a Third Party will, if the expression of interest, proposal, offer, transaction or arrangement is entered into or completed substantially in accordance with its terms: 1. acquire (whether directly or indirectly) or become the holder of, or otherwise acquire, have a right to acquire or have an economic interest in all or a substantial part of the assets or

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Term	Meaning
	business of the Catalpa Group or the Conquest Group; 2. acquire a relevant interest in, become the holder of, or otherwise acquire, have a right to acquire or have an economic interest in 15% or more of all issued Catalpa Shares or all issued Conquest Shares; 3. acquire control (as determined in accordance with section 50AA of the Corporations Act) of Catalpa or Conquest; 4. otherwise acquire or merge with Catalpa or Conquest; or 5. would require a party to abandon, or otherwise fail to proceed with, the Transaction, whether by way of takeover offer, scheme of arrangement, shareholder approved acquisition, capital reduction, buy back, sale or purchase of shares or assets, joint venture, dual-listed company structure (or other synthetic merger), or other transaction or arrangement.
Condition Precedent	a condition precedent set out in clause 3.1.
Confidentiality Agreement	the Confidentiality Agreement between Conquest, Newcrest and Catalpa dated 19 April 2011.
Conquest Assets	the Conquest Tenements and each other asset used by Conquest Group Members in the conduct of their businesses.
Conquest Board	the board of directors of Conquest.
Conquest (Catalpa) Reimbursement Fee	$1.6 million.
Conquest Data Room	the virtual data rooms maintained by or on behalf of Conquest at https://mail.conquestmining.com.au/corporate and https://mails.conquestmining.com.au/cqtdata in which each of Catalpa and Newcrest and their Representatives have had access to information and materials relating to Conquest.
Conquest Data Room Documentation	1. all documentation referred to in this deed, the Asset Sale Agreement or the Subscription Deed; 2. all documentation: a. contained in the Conquest Data Room; or b. listed in the data room index provided to each of Newcrest and Catalpa or their Representatives and any supplementary data room indexes provided to each of Newcrest and Catalpa or their Representatives, up to and including 10:00am on the day immediately preceding the date of this deed; and 3. all information (including answers), made available to Newcrest,

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Term	Meaning
	Catalpa or their Representatives as part of the Conquest Q&A Process.
Conquest Disclosure Materials	1. the Conquest Data Room Documentation; and 2. all information available by searching records open to public inspection in Australia prior to the date of this deed, including records maintained by: a. ASIC; b. ASX; c. IP Australia; d. the High Court of Australia, the Federal Court of Australia, the Federal Magistrates Court of Australia or any Supreme Court of any State or Territory in Australia; e. the Queensland Department of Employment, Economic Development and Innovation; f. the Queensland Environmental Protection agency; g. the National Native Title Tribunal; or h. any other Government Agency.
Conquest Fee Trigger Event	a Competing Proposal of any kind is announced prior to the expiry of the Exclusivity Period and within one year of the date of such announcement, the relevant Third Party or an associate of that Third Party: 1. completes a Competing Proposal with respect to the Conquest Group; or 2. (without limiting 1 above) acquires a relevant interest in at least 50% of Conquest Shares.
Conquest General Meeting	a meeting of Conquest Shareholders for any approvals that are required in connection with the treatment of Conquest Options in the manner contemplated in this deed.
Conquest Group	Conquest and each of its subsidiaries and a reference to aConquest Group Memberora member of the Conquest Groupis to Conquest or any of its subsidiaries.
Conquest Indemnified Parties	Conquest, its subsidiaries and their respective directors, officers and employees.
Conquest Information	1. in connection with the Scheme Booklet – all information included in the Scheme Booklet, and any updates to that information prepared by or on behalf of Conquest in accordance with clause 5.1(c), other than the Catalpa information and the Newcrest Information (and any information solely derived from, or prepared solely in reliance on, the Catalpa information and the Newcrest Information), the Independent Expert's Report and the investigating accountant’s

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Term	Meaning
	report; 2. in connection with the Explanatory Memorandum – all information regarding the Conquest Group, its assets and business provided by or on behalf of Conquest for inclusion in the Explanatory Memorandum (and any information solely derived from, or prepared solely in reliance on, such information), and any updates to that information prepared by or on behalf of Conquest in accordance with clause 5.1(b).
Conquest Material Adverse Change	any event, occurrence or matter that individually or when aggregated with all such events, occurrences or matters: 1. diminishes, or is reasonably likely to diminish, (whether now or in the future) the consolidated net assets of the Conquest Group by an amount equal to $35 million or more; or 2. has the result that the Conquest Group is unable to carry on its business in substantially the same manner as carried on as at the date of this deed, other than an event, occurrence or matter: 3. required to be undertaken or procured by the Conquest Group pursuant to the Transaction Documents; 4. to the extent fairly disclosed in the Conquest Disclosure Materials; 5. to the extent known to Newcrest and Catalpa prior to the date of this deed (which does not include knowledge of the risk of an event, occurrence or matter happening); 6. arising as a result of any generally applicable change in law or governmental policy; or 7. arising from changes in economic or business conditions (including commodity prices and exchange rates) which impact on Conquest and its competitors in substantially the same manner.
Conquest (Newcrest) Reimbursement Fee	$1.6 million.
Conquest Options	the options over unissued Conquest Shares as detailed in Schedule 6, being the Majority Options and the Minority Options.
Conquest Prescribed Occurrence	other than as: 1. required by the Transaction Documents; 2. agreed to in writing by Catalpa and Newcrest; 3. fairly disclosed in the Conquest Disclosure Materials; or 4. fairly disclosed by Conquest in an announcement made to ASX, or a document lodged with ASIC, before the date of this deed, the occurrence of any of the following: 5. Conquest converting all or any of its shares into a larger or smaller number of shares;

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Term

Meaning

6.
a member of the Conquest Group resolving to reduce its share
capital in any way;
7.
a member of the Conquest Group:
•
entering into a buy-back agreement, except as announced to the
ASX prior to the date of this deed; or
•
resolving to approve the terms of a buy-back agreement under
the Corporations Act;
8.
other than in connection with the granting of any Non-dilution
Rights Options, a member of the Conquest Group issuing
shares, or granting an option over its shares, or agreeing to
make such an issue or grant such an option other than to a
member of the Conquest Group;
9.
other than in connection with the granting of any Non-dilution
Rights Options, a member of the Conquest Group issuing or
agreeing to issue securities convertible into shares;
10.a member of the Conquest Group disposing, or agreeing to
dispose, of, or surrendering, relinquishing or failing to renew:
•
the whole, or a substantial part, of its business or property; or
•
all or any part of, or interest in, any mining or exploration
licence, lease, tenement or application;
11.a member of the Conquest Group creating, or agreeing to
create, any mortgage, charge, lien or other encumbrance over
the whole, or a substantial part, of its business or property
other than a lien which arises by operation of law or legislation
securing an obligation that is not yet due;
12.a member of the Conquest Group resolving that it be wound
up or the making of an application or order for the winding up
or dissolution of Conquest Group Member other than where
the application or order (as the case may be) is set aside
within 14 days;
13.a liquidator or provisional liquidator of a member of the
Conquest Group being appointed;
14.a court making an order for the winding up of a member of the
Conquest Group;
15.an administrator of a member of the Conquest Group being
appointed under the Corporations Act;
16.a member of the Conquest Group executing a deed of
company arrangement; or
17.a receiver, or a receiver and manager, being appointed in
relation to the whole, or a substantial part, of the property of a
member of the Conquest Group;
18.a member of the Conquest Group reclassifying, combining,
splitting or redeeming or repurchasing directly or indirectly any
of its shares;
19.Conquest declaring, paying or distributing any dividend, bonus
or other share of its profits or assets or returning or agreeing to
return any capital to its members;
20.a member of the Conquest Group making any change to its
constitution;

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Term

Meaning

21.a member of the Conquest Group:
•
acquiring, leasing or disposing of;
•
agreeing to acquire, lease or dispose of; or
•
offering, proposing, announcing a bid or tendering for,
any business, assets, entity or undertaking, the value of which
exceeds $5 million;
22.a member of the Conquest Group entering into a contract or
commitment restraining a member of the Conquest Group
from competing with any person or conducting activities in any
market;
23.a member of the Conquest Group:
•
entering into any contract or commitment (including in respect of
Financial Indebtedness) requiring payments by the Conquest
Group in excess of $5 million other than the proposed financing
arrangements for the development of Catalpa's Mt Carlton gold-
silver-copper-project as described in the documents contained in
the Mt Carlton Financing folder in the Conquest Data Room, any
tax payment required by law or instalment, any repayment
required under any facility agreement in effect as at the date of
this deed; or
•
(without limiting the foregoing) agreeing to incur capital
expenditure from the date of this deed of more than $5 million;
or
•
waiving any material third party default where the financial
impact on the Conquest Group will be in excess of $1 million; or
•
accepting as a compromise of a matter less than the full
compensation due to a member of the Conquest Group where
the compromise is more than $1 million;
24.a member of the Conquest Group providing financial
accommodation other than to members of the Conquest Group
(irrespective of what form of Financial Indebtedness that
accommodation takes) in excess of $1 million;
25.a member of the Conquest Group entering into any
agreement, arrangement or transaction with respect to
derivative instruments (including, but not limited to, swaps,
futures contracts, forward commitments, commodity
derivatives or options) or similar instruments other than the
revolver and term finance facility rolls under Conquest’s
existing finance facilities in effect at the date of this deed;
26.a member of the Conquest Group ceases, or threatens to
cease to, carry on the business conducted by the Conquest
Group as at the date of this deed;
27.a member of the Conquest Group is or becomes unable to pay
its debts when they fall due within the meaning of the
Corporations Act or is otherwise presumed to be insolvent
under the Corporations Act unless that member has, or has
access to, committed financial support from its parent entity
such that it is able to pay its debts;
28.a member of the Conquest Group entering into or resolving to
enter into a transaction with any related party of Conquest
(other than a related party which is a member of the Conquest

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Term Meaning Group) as defined in section 228 of the Corporations Act;
1. Conquest or any of its subsidiaries being deregistered as a company or otherwise dissolved;
1. a member of the Conquest Group entering into or materially amending any employment, consulting, severance or similar agreement or arrangement with officers, directors, other executives or employees of Conquest or a Conquest Group Member, accelerating or otherwise materially increasing compensation or benefits for any of the above, in each case other than pursuant to:
• contractual arrangements in effect on the date of this deed and which have been disclosed in writing to Catalpa and Newcrest prior to the date of this deed;
• Conquest’s policies and guidelines in effect on the date of this deed and which have been disclosed in writing to Catalpa and Newcrest prior to the date of this deed,
provided that the aggregate of all increases in compensation or benefits is no greater than $2 million (taken in aggregate with any payments falling within the scope of item 35 of this definition); 31. a member of the Conquest Group entering into any enterprise bargaining agreement other than in the ordinary course of business or pursuant to contractual arrangements in effect on the date of this deed and which have been disclosed in writing to Catalpa and Newcrest prior to the date of this deed;
1. a member of the Conquest Group changing any accounting policy applied by them to report their financial position other than any change in policy required by a change in accounting standards;
1. a member of the Conquest Group doing anything that would result in a change in the Conquest Consolidated Group or MEC group (as those terms are defined in section 995-1 of the Tax Act;
1. notice of any material investigation, prosecution, arbitration, litigation or dispute threatened against a member of the Conquest Group which could reasonably be expected to give rise to a liability for the Conquest Group in excess of $1 million ( Material Proceedings ) and for the avoidance of doubt which is not frivolous or vexatious, or circumstances arising which could reasonably be expected to give rise to any Material Proceedings, other than in relation to matters where the liability or likely liability for the Conquest Group has been fully and fairly disclosed to the ASX prior to the date of this deed. For the avoidance of doubt, Material Proceedings do not include any liability relating to an investigation, prosecution, arbitration, litigation or dispute to the extent that an insurer has agreed to cover the liability under an insurance policy maintained by a member of the Conquest Group; or
a member of the Conquest Group paying any of its directors or employees a termination or retention payment, other than in accordance with contractual arrangements in effect on the date of this deed and which have been disclosed in writing to Catalpa and Newcrest prior to the date of this deed, except where the quantum of such payments, taken in aggregate with any increases in compensation or benefits falling within the

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Term	Meaning
	scope of item 30 of this definition is no greater than $2 million.
Conquest Q&A Process	the online process by which Newcrest, Catalpa and their Representatives submitted questions regarding Conquest prior to the date of this deed, the responses to which were posted to the Conquest Data Room.
Conquest Registry	Link Market Services Limited.
Conquest Reimbursement Fees	the Conquest (Catalpa) Reimbursement Fee and the Conquest (Newcrest) Reimbursement Fee.
Conquest Shareholders	each person who is registered as the holder of a Conquest Share.
Conquest Share	a fully paid ordinary share in the capital of Conquest.
Conquest Tenements	means the tenements listed in Schedule 10
Conquest Warranties	the representations and warranties of Conquest set out in Schedule 2.
Contractual Rights	in relation to any asset: 1.an option to purchase that asset; 2.a pre-emptive right in relation to that asset; 3.a royalty arrangement applying with respect to that asset; and 4.any other contractual right granted by an owner of that asset to a third party in relation to that asset.
Corporations Act	the_Corporations Act 2001_(Cth).
Corporations Regulations	the_Corporations Regulations 2001_(Cth).
Court	the Federal Court of Australia or such other court of competent jurisdiction under the Corporations Act agreed to in writing by the parties.
Crown Leases	the State Leases listed as items 1, 2 and 3 in Part 2 of Schedule 3 of the Asset Sale Agreement
Deal	to: 1. sell, assign, transfer or otherwise dispose of (directly or

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Term	Meaning
	indirectly); or 2. agree to offer to sell, assign, transfer or otherwise dispose of (directly or indirectly), andDealinghas a corresponding meaning.
Deed Poll	a deed poll under which Catalpa covenants in favour of the Scheme Shareholders to perform its obligations under the Scheme, in the form set out inError! Reference source not found..
Director Catalpa Share	any Catalpa Share: 3. held by or on behalf of a member of the Catalpa Board; or 4. the voting rights in respect of which are controlled by a member of the Catalpa Board.
Director Conquest Share	any Conquest Share: 1. held by or on behalf of a member of the Conquest Board; or 2. the voting rights in respect of which are controlled by a member of the Conquest Board.
Effective	when used in relation to the Scheme, the coming into effect, under section 411(10) of the Corporations Act, of the order of the Court made under section 411(4)(b) in relation to the Scheme.
Effective Date	when used in relation to the Scheme, the date on which the Scheme becomes Effective.
End Date	30 November 2011.
Escrow Restrictions	collectively, the restriction against: 1. Dealing in any Escrowed Shares or in any interest or right in respect of Escrowed Shares; 2. creating, or agreeing or offering to create, an encumbrance (of whatsoever nature) over or affecting all or any part of the Escrowed Shares; and doing or omitting to do any act which would have the effect of transferring effective control of all or any part of the Escrowed Shares.
Exclusivity Period	the period from the date of this deed to the earlier of the date on which this deed is terminated and the Effective Date.
Explanatory Memorandum	the explanatory memorandum to be prepared in respect of the Catalpa Meeting in accordance with the terms of this deed, including the Independent Expert’s Report.

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Term	Meaning
Financial Advisor	with respect to 1. Catalpa, Macquarie Capital Advisors Limited; 2. Conquest, Goldman Sachs; and 3. Newcrest, Credit Suisse (Australia) Limited.
Financial Indebtedness	any debt or other monetary liability (whether actual or contingent) in respect of moneys borrowed or raised or any financial accommodation including under or in respect of any: 1. bill, bond, debenture, note or similar instrument; 2. acceptance, endorsement or discounting arrangement; 3. guarantee; 4. finance or capital lease; 5. agreement for the deferral of a purchase price or other payment in relation to the acquisition of any asset or service; or 6. obligation to deliver goods or provide services paid for in advance by any financier.
First Court Date	the first day on which an application made to the Court for an order under section 411(4)(a) of the Corporations Act convening the Scheme Meeting is heard.
Government Agency	any foreign or Australian government or governmental, semi- governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity, or any minister of the Crown in right of the Commonwealth of Australia or any state, or any other federal, state, provincial, local or other government, whether foreign or Australian and includes ASIC, ASX and any regulatory organisation established under statute or any stock exchange.
Implementation Date	the fifth Business Day after the Record Date or such other day as the parties agree.
Independent Expert	the independent expert to be appointed by Conquest and Catalpa to express an opinion on whether: 1. the Scheme is in the best interests of Conquest Shareholders; and 2. the Share Issue is fair and reasonable to Catalpa Shareholders (other than Newcrest and its associates).
Independent Expert’s Reports	the report from the Independent Expert commissioned by Catalpa and Conquest for inclusion in the Scheme Booklet and the Explanatory Memorandum.
Ineligible Foreign Shareholder	a Scheme Shareholder whose address shown in the Share Register is a place outside Australia and its external territories or New Zealand and other jurisdictions agreed in writing between the parties.

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Term	Meaning
Law	any statute, regulation, order, rule, subordinate legislation or other document enforceable under any statute, regulation, rule or subordinate legislation.
Liabilities	Claims, debts, obligations, losses, liabilities, costs, expenses and damages of any kind and however arising, including penalties, fines and interest and including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.
Listing Rules	the official listing rules of ASX.
Majority Options	the Conquest Options detailed in Part 1 of Schedule 6.
Majority Options Offers	the offers in respect of the Majority Options to be made by Catalpa in accordance with clause 4.7.
Minority Options	collectively, the Tranche 1 Minority Options, Tranche 2 Minority Options and Tranche 3 Minority Options, being the Conquest Options detailed in Part 2 of Schedule 6.
Minority Options Consideration	collectively: • in relation to the Tranche 1 Minority Options, such number of Conquest Shares as having an aggregate value of $6,500,000 where the value of a Conquest Share is based on the volume weighted average price of Conquest Shares during the period from 7 June 2011 to 21 June 2011 (inclusive) (Relevant Period); and • in relation to the Tranche 2 Minority Options, such number of Conquest Shares as having an aggregate value of $601,852 where the value of a Conquest Share is based on the volume weighted average price of Conquest Shares during the Relevant Period; and • in relation to the Tranche 3 Minority Options, such number of Conquest Shares as having an aggregate value of $601,852 where the value of a Conquest Share is based on the volume weighted average price of Conquest Shares during the Relevant Period, and in each case, any fractional entitlement of a holder of Minority Options to a part of a Conquest Share: • which is 0.5 or greater will be rounded up to the nearest whole number of Conquest Shares; and • which is less than 0.5 will be rounded down to the nearest whole number of Conquest Shares.
Minority Option Offers	the offers in respect of the Minority Options to be made by Conquest in accordance with clause 4.9.

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Term	Meaning
Minority Options Shares	the Conquest Shares issued as the Minority Options Consideration.
New Catalpa Shares	fully paid ordinary shares in Catalpa to be issued to Scheme Shareholders under the Scheme and to one or more Newcrest Group Members under the Subscription Deed.
Newcrest Data Room	the 'Project Dallas' virtual data room maintained by or on behalf of Newcrest at https://services.intralinks.com/logon.html?w=960205&br=198311858&p =3 in which each of Catalpa and Conquest and their Representatives have had access to information and materials relating to the Sale Interests and the Businesses.
Newcrest Data Room Documentation	1. all documentation referred to in this deed, the Asset Sale Agreement or the Subscription Deed; 2. all documentation: a. contained in the Newcrest Data Room; or b. listed in the data room index provided to each of Conquest and Catalpa or their Representatives and any supplementary data room indexes provided to each of Conquest and Catalpa or their Representatives, up to and including 10:00am on the day immediately preceding the date of this deed; and 3. all information (including answers), made available to Conquest, Catalpa or their Representatives as part of the Newcrest Q&A Process.
Newcrest Disclosure Letter	the letter denoted as such and provided by or on behalf of Newcrest to each of Catalpa and Conquest prior to execution of this deed.
Newcrest Disclosure Materials	1. the Newcrest Data Room Documentation; 2. the Newcrest Disclosure Letter; and 3. all information available by searching records open to public inspection in Australia prior to the date of this deed, including records maintained by: a. ASIC; b. ASX; c. IP Australia; d. the High Court of Australia, the Federal Court of Australia, the Federal Magistrates Court of Australia or any Supreme Court of any State or Territory in Australia; e. the Queensland Department of Employment, Economic Development and Innovation; f. the Queensland Environmental Protection agency;

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Term	Meaning
	g. the National Native Title Tribunal; or h. any other Government Agency.
Newcrest Group	Newcrest and each of its subsidiaries and a reference to aNewcrest Group Memberora member of the Newcrest Groupis to Newcrest or any of its subsidiaries.
Newcrest Indemnified Parties	Newcrest and its subsidiaries and their respective directors, officers and employees.
Newcrest Information	all information regarding the Sale Interests and Newcrest's intentions in relation to Catalpa provided by or on behalf of Newcrest for inclusion in the Scheme Booklet or the Explanatory Memorandum (and any information solely derived from, or prepared solely in reliance on, such information), and any updates to that information prepared by or on behalf of Newcrest in accordance with clauses 5.3(b) and 5.3(c) respectively.
Newcrest Material Adverse Change	any event, occurrence or matter that individually or when aggregated with all such events, occurrences or matters: 1. diminishes, or is reasonably likely to diminish, (whether now or in the future) the consolidated net assets of the Businesses by an amount equal to $35 million or more; or 2. has the result that the Businesses are unable to be carried on in substantially the same manner as carried on as at the date of this deed, other than an event, occurrence or matter: 3. required to be undertaken or procured by Newcrest in relation to the Businesses pursuant to the Transaction Documents; 4. to the extent fairly disclosed in the Newcrest Disclosure Materials; 5. to the extent known to Conquest and Catalpa prior to the date of this deed (which does not include knowledge of the risk of an event, occurrence or matter happening); 6. arising as a result of any generally applicable change in law or governmental policy; or 7. arising from changes in economic or business conditions (including commodity prices and exchange rates) which impact on Newcrest and its competitors in substantially the same manner.
Newcrest Q&A Process	the online process by which Catalpa, Conquest and their Representatives submitted questions regarding the Sale Interests and the Businesses prior to the date of this deed, the responses to which were posted to the Newcrest Dataroom.
Newcrest Warranties	the representations and warranties of Newcrest set out in Schedule 3.

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Term	Meaning
Non-Compensation Issue Price	85% of TERP.
Non-dilution Rights	the rights held by Jake Klein, Nick Curtis and James Askew under the conditions of their appointment as Conquest directors to receive additional options in the event of certain future issues of Conquest Shares.
Non-dilution Rights Options	1. 1,906,364 options over unissued Conquest Shares issuable to Jake Klein; 2. 176,515 options over unissued Conquest Shares issuable to Jim Askew; and 3. 176,515 options over unissued Conquest Shares issuable to Nicholas Curtis,
Notices of Meeting	1. the notice convening the Scheme Meeting; and 2. if required for the purposes of clause 4.9, the notice convening the Conquest General Meeting referred to in that clause, together with proxy forms for each of the meetings referred to above.
Option Register	the register of optionholders of Catalpa maintained in accordance with the Corporations Act.
Party Group	with respect to: • Catalpa, the Catalpa Group; • Conquest, the Conquest Group; and • Newcrest, the Newcrest Group.
Permitted Issue Price	80% of TERP.
Plan	1. in relation to the Cracow Mining Joint Venture Business and the Cracow Exploration Joint Venture Business, the plan set out in Attachment 7; and 2. in relation to the Mt Rawdon Business, the plan set out in Attachment 8.
Record Date	5.00pm on the fifth Business Day after the Effective Date.
Reference Price	the volume weighted average price of a Catalpa Share on the last day of trading before the launch of the Rights Offer.

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Term	Meaning
Regulator’s Draft	1. in relation to the Scheme Booklet - the draft of the Scheme Booklet in a form acceptable to the parties which is provided to ASIC for the purposes of section 411(2) of the Corporations Act; and 2. in relation to the Explanatory Memorandum - the draft of the Explanatory Memorandum in a form acceptable to the parties which is provided to ASX and ASIC for the purposes of Listing Rule 15.1 and as contemplated by RG74.
Regulatory Approval	1. any approval, consent, authorisation, registration, filing, lodgment, permit, franchise, agreement, notarisation, certificate, permission, licence, direction, declaration, authority, waiver, modification or exemption from, by or with a Government Agency; or 2. in relation to anything that would be fully or partly prohibited or restricted by law if a Government Agency intervened or acted in any way within a specified period after lodgment, filing, registration or notification, the expiry of that period without intervention or action.
related body corporate	has the meaning set out in section 50 of the Corporations Act.
Representative	in respect of a party, an officer, employee, agent, adviser or financier of that party, or any other person acting on behalf of that party in relation to the transactions contemplated by this deed, the Asset Sale Agreement or the Subscription Deed.
Restricted Person	in respect of Catalpa or Conquest (as the case may be): • a Representative (including its Financial Advisor); • a related body corporate; or • a Representative of a related body corporate.
Rights Offer	a fully renounceable offer for the issue of Catalpa Shares by Catalpa to raise approximately $150 million made on a pro rata basis to all holders of Catalpa Shares on a date that is after the Implementation Date (which may include an accelerated institutional offer). For the purposes of this definition, an offer will be regarded as having been made on a pro rata basis notwithstanding that certain Catalpa Shareholders with a registered address in jurisdictions outside Australia and New Zealand are not entitled to subscribe for Catalpa Shares under the offer, provided Catalpa complies with Listing Rule 7.7 in relation to the offer.
RG 60	Regulatory Guide 60 issued by ASIC on 11 December 2009 (as amended) relating to schemes of arrangement, the application of section 411(17) of the Corporations Act and ASIC review of schemes of arrangement.
RG 74	Regulatory Guide 74 issued by ASIC on 5 July 2007 (as amended) relating to acquisitions agreed to by shareholders and the application of section 611 item 7 of the Corporations Act.

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Term	Meaning
Sale Agent	a person appointed by Catalpa after consultation with Conquest to sell the New Catalpa Shares that are attributable to Ineligible Foreign Shareholders under the terms of the Scheme.
Sale Interests	has the meaning given in the Asset Sale Agreement.
Scheme	the scheme of arrangement under Part 5.1 of the Corporations Act between Conquest and the Scheme Shareholders, in the form set out in Error! Reference source not found., subject to any alterations or conditions made or required by the Court under subsection 411(6) of the Corporations Act.
Scheme Booklet	the explanatory memorandum to be prepared in respect of the Scheme (and, if relevant, the Conquest General Meeting) in accordance with the terms of this deed, including the Scheme, the Independent Expert’s Report, the Deed Poll and the Notices of Meeting.
Scheme Consideration	the consideration to be provided by Catalpa to each Scheme Shareholder for the transfer to Catalpa of each Scheme Share, as set out in clause 4.3.
Scheme Meeting	the meeting of Conquest Shareholders to be ordered by the Court to be convened under section 411(1) of the Corporations Act in relation to the Scheme, and includes any adjournment of that meeting.
Scheme Share	a Conquest Share held by a Scheme Shareholder as at the Record Date.
Scheme Shareholders	Conquest Shareholders as at the Record Date.
Second Court Date	the first day on which an application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the Scheme is heard.
Security Interest	any mortgage, pledge, lien or charge or any security or preferential interest or arrangement of any kind or any other right of, or arrangement with, any creditor to have its claim satisfied in priority to other creditors with, or from the proceeds of, any asset.
Share Issue	the issue of Catalpa Shares to one or more Newcrest Group Members pursuant to the Subscription Deed.
Share Register	the register of members of Conquest maintained in accordance with the Corporations Act.

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SCHEME BOOKLET 363

Schedule 8


Term	Meaning
Subscription Deed	the Subscription Deed between one or more Newcrest Group Members and Catalpa in connection with the subscription by one or more Newcrest Group Members for New Catalpa Shares as consideration for the Asset Sale, in the form set out inError! Reference source not found..
subsidiary	has the meaning given in Division 6 of Part 1.2 of the Corporations Act.
Superior Proposal	1. with respect to Catalpa - a publicly announced bona fide Competing Proposal which the Catalpa Board, acting in good faith, and after taking advice from Catalpa’s legal advisor and Financial Advisor, determines is: a. reasonably capable of being completed on a timely basis; and b. more favourable to Catalpa Shareholders than the Transaction, taking into account all aspects of the Competing Proposal including its terms (such as the consideration proposed to be offered under the transaction, any conditions to which the transaction would be subject and the likelihood of those conditions being satisfied) and the identity of the proponent. 2. with respect to Conquest - a publicly announced bona fide Competing Proposal which the Conquest Board, acting in good faith, and after taking advice from Conquest’s legal advisor and Financial Advisor, determines is: a. reasonably capable of being completed on a timely basis; and b. more favourable to Conquest Shareholders than the Transaction, taking into account all aspects of the Competing Proposal including its terms (such as the consideration proposed to be offered under the transaction, any conditions to which the transaction would be subject and the likelihood of those conditions being satisfied) and the identity of the proponent.
Tax Act	the_Income Tax Assessment Act 1997_(Cth).
Tax Warranties	the Warranties appearing under heading Taxation in Schedules 1 and 2, being warranties numbered 32 to 64 in Schedule 1 and 30 to 63 in Schedule 2.
TERP	the theoretical market price for Catalpa Shares immediately following the Rights Offer assuming the Rights Offer is fully subscribed, based on the Reference Price.
TERP Shortfall	the amount (if any) by which the Theoretical Excessive Discount Value exceeds the proceeds which Newcrest or its relevant subsidiaries receives as a result of the sale or renunciation of their entitlements under the Rights Offer.

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364

Conquest MInInG LIMIteD

Schedule 8


Term	Meaning
Theoretical Excessive Discount Value	((A – B)) – (C x 15%)) x D, where: A is TERP B is the price at which Catalpa Shares are offered under the Rights Offer C is TERP as if the price at which Catalpa Shares were to be issued under the Rights Offer was 85% of TERP and assuming the Rights Offer was fully subscribed D is the number of Catalpa Shares to which Newcrest and its subsidiaries are entitled to subscribe under the Rights Offer.
Third Party	1. a person other than a Conquest Group Member, a Catalpa Group Member and their respective associates; or 2. a consortium, partnership, limited partnership, syndicate or group in which no Conquest Group Member or Catalpa Group Member has agreed in writing to be a participant.
Timetable	the indicative timetable for the implementation of the Transaction set out inError! Reference source not found..
Tranche 1 Minority Options	collectively, the following Minority Options held by Jake Klein: • 13,500,000 Conquest Options exercisable (subject to vesting conditions) at $0.28 per option and expiring on 1 June 2015; and • 13,500,000 Conquest Options exercisable (subject to vesting conditions) at $0.32 per option and expiring on 1 June 2016.
Tranche 2 Minority Options	collectively, the following Minority Options held by Nick Curtis: • 1,250,000 Conquest Options exercisable (subject to vesting conditions) at $0.28 per option and expiring on 1 June 2015; and • 1,250,000 Conquest Options exercisable (subject to vesting conditions) at $0.32 per option and expiring on 1 June 2016.
Tranche 3 Minority Options	collectively, the following Minority Options held by James Askew: • 1,250,000 Conquest Options exercisable (subject to vesting conditions) at $0.28 per option and expiring on 1 June 2015; and • 1,250,000 Conquest Options exercisable (subject to vesting conditions) at $0.32 per option and expiring on 1 June 2016.
Transaction	the: 1. acquisition of Conquest by Catalpa through implementation of the Scheme in accordance with the terms of this deed; and 2. Asset Sale; and

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SCHEME BOOKLET 365

Schedule 8


Term	Meaning
	3. Share Issue.
Transaction Documents	1. this deed; 2. the Asset Sale Agreement; 3. the Subscription Deed; 4. the Scheme; 5. the Deed Poll; 6. the Transitional Services Agreement; and 7. such other documents that are agreed by the parties in writing to be considered Transaction Documents for the purposes of this deed.
Transitional Services Agreement	an agreement between Newcrest and Catalpa (and any other Newcrest Group or Catalpa Group entities as agreed between the parties) pursuant to which Newcrest will provide, or procure the provision of, administrative transitional services with respect to the Sale Interests on arm's length terms for a period not exceeding 6 months, based on the principles set out in Attachment 4.
Underwriter	an entity acceptable to Newcrest and Conquest (each acting reasonably).
Underwriting Agreement	an agreement pursuant to which the Underwriter(s) agree to fully underwrite the Rights Offer, on terms and conditions (including as to termination rights) which generally are customary or usual for an agreement of its kind and on the following specific terms and conditions: 1. the obligations of the Underwriter(s) are conditional upon the Scheme becoming Effective; and 2. the price at which Catalpa Shares are to be issued under the Rights Offer is not less than the Permitted Issue Price per Catalpa Share.
Vendor	has the meaning given in the Asset Sale Agreement.
Warranties	the Catalpa Warranties, the Conquest Warranties and the Newcrest Warranties.

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366

Conquest MInInG LIMIteD

==> picture [59 x 14] intentionally omitted <==

Schedule 9

Catalpa Tenements

Edna May E77/1069 E77/1132 E77/1165 E77/1324 E77/1452 E77/1494 E77/516 E77/990 L77/18 M77/110 M77/124 M77/88 P77/3713 L77/227 (Application)

page 112

SCHEME BOOKLET 367

Schedule 9

L77/230 (Application) L77/231 (Application) P77/4054 (Application)

Cracow

EPM 15981 ML3219 ML3221 ML3223 ML3224 ML3227 ML3228 ML3229 ML3230 ML3231 ML3232 ML3234 ML3243 ML80024 ML80088 ML80089 ML80114 ML80120 ML80144

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368

Conquest MInInG LIMIteD

==> picture [59 x 14] intentionally omitted <==

Schedule 10

Conquest Tenements


Mt Carlton	Blue Valley	EPM 11147
	Mt Carlton	EPM 10164
	Capsize Creek	EPM 12527
	Table Mountain	EPM 12829
	Johnny Cake	EPM 14783
	Boundary	EPM 13867
	Mt Herbert	EPM 15805
	Mt Pickaninny	EPM 16480
	Glenalpine	EPMA 18568
		MLA 10343
Regional	Bulgonunna	EPM 11971
	Mt Magnus	EPM 15597
	Wyarra Hills 1	EPM 17242
	Wyarra Hills 2	EPM 17243

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SCHEME BOOKLET 369

Schedule 10


	Wyarra Hills 3	EPMA 15598
	Marlborough Pocket	EPM 15623
	Mt Leslie	EPM 15630
	Mt Dingo	EPM 14155
Pajingo		ML 10246
		ML 1575
		ML 10215
		EPM 11152
	Mt Alma	EPMA 17793
	Spring Creek	EPM 17792
	Pajingo	EPMA 18405
	McDonald Creek	EPMA 18407
	Merri Creek	EPMA 18801
	Doongara	EPMA 18809
	Balaclava	EPMA 18810
Twin Hills		ML 70316
		EPM 4459
		EPM 8693

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Conquest MInInG LIMIteD

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

Schedule 10
EPM 12012
EPM 14585
EPMA 18444
EPMA 18445
----- End of picture text -----

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SCHEME BOOKLET 371

==> picture [58 x 14] intentionally omitted <==

Signing page

Executed as a deed

Signed, sealed and delivered by Conquest Mining Limited in accordance with section 127 of the Corporations Act 2001 (Cth)

sign here ► [Signed]

Company Secretary/Director

print name Aaron Colleran

sign here ► [Signed] Director

print name Jacob Klein

Signed, sealed and delivered by Catalpa Resources Limited in accordance with section 127 of the Corporations Act 2001 (Cth)

sign here ► [Signed]

Company Secretary/Director

print name Erik Palmbachs

sign here ► [Signed] Director

print name Bruce McFadzean

page 117

372

Conquest MInInG LIMIteD

==> picture [59 x 14] intentionally omitted <==

Signed, sealed and delivered by Newcrest Mining Limited in accordance with section 127 of

the Corporations Act 2001 (Cth)

sign here ► Company Secretary/Director

print name

sign here ► Director

print name

Attachments

Indicative Timetable

Share Scheme

Deed Poll

Transitional Services Agreement Principles

Asset Sale Agreement

Subscription Deed

Cracow Mining and Exploration Joint Venture Business Plan

page 118

SCHEME BOOKLET 373

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Mt Rawdon Business Plan

[Attachments removed from executed version released to ASX]

page 119

AI assistant

EVOLUTION MINING LIMITED — M&A Activity 2011

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Scheme Booklet Supplement

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