EVOLUTION MINING LIMITED — M&A Activity 2011

Jun 14, 2011

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15 June 2011

The Manager Australian Securities Exchange Company Announcements Office Level 4, 20 Bridge Street Sydney NSW 2000

By electronic lodgement

Dear Sir / Madam

TRANSACTION IMPLEMENTATION DEED

Catalpa Resources Limited (ASX:CAH) (“Catalpa”) and Conquest Mining Limited (ASX:CQT) (“Conquest”) have today announced that they have entered into a binding transaction agreement that will result in the creation of a leading growth-focused Australian gold company through an all-scrip merger of equals between Catalpa and Conquest. The Transaction Implementation Deed that governs the proposed transaction is attached.

Yours faithfully

Aaron Colleran Company Secretary Conquest Mining Limited

Erik Palmbachs Company Secretary Catalpa Resources Limited

Catalpa Resources Limited ACN 084 669 036 1/9 Havelock Street West Perth WA 6005

Conquest Mining Limited ACN 009 232 277 7/282 Oxford Street Bondi Junction NSW 2022

Deed

[Executed version for release to ASX]

Transaction Implementation Deed

Newcrest Mining Limited Catalpa Resources Limited Conquest Mining Limited

QV.1 Building 250 St Georges Terrace Perth WA 6000 Australia GPO Box U1942 Perth WA 6845 Australia Sydney Melbourne Perth Brisbane Singapore

Telephone +61 8 9211 7777 Facsimile +61 8 9211 7878 www.freehills.com DX 104 Perth

Correspondent offices in Hanoi Ho Chi Minh City Jakarta

Contents

Table of contents

	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	Majority Options Offers ............................................................................................14
	4.8	Minority Options Offers ............................................................................................15
	4.9	ASX Waiver..............................................................................................................16
	4.10	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

Contents

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
	8.3	Remuneration Advisory Committee .........................................................................33
	8.4	Key management personnel remuneration principles .............................................33
	8.5	Nomination and Remuneration Committee..............................................................33
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

Contents 2

Contents

	14.2	No-shop....................................................................................................................42
	14.3	Limitation to no-talk..................................................................................................42
	14.4	Notification of approaches .......................................................................................43
	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

Contents 3

Contents

Schedules
Catalpa Warranties	58
Conquest Warranties	66
Newcrest Warranties	74
Catalpa Securities	77
Conquest details	79
Conquest Options	80
Glossary	87
Catalpa Tenements	112
Conquest Tenements	114
Signing page	1
Attachments

Contents 4

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.

page 1

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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3 Conditions precedent and pre-implementation steps

	Condition precedent	Right to benefit and waive	Responsible
x. y.	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). Aggregate Market Capitalisation: between the 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. Minority Options: before 5.00pm on the 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.	Newcrest All parties	N/A Conquest

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 Conditions precedent and pre-implementation steps

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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• (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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(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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• 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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• (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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• (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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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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5 Implementation

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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5 Implementation

• (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.

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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5 Implementation

• (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 Implementation

Conquest Board determines that the Competing Proposal constitutes a Superior Proposal; and

• (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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5 Implementation

Catalpa Shares to be voted in favour of the Catalpa Principal Resolution and the Catalpa Ancillary Resolutions,

unless:

• (4) 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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6 Rights Offer

6 Rights Offer

• (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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7 Conduct of business

• (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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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.

8 Integration

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.

• (c) A Catalpa nominee will chair the Transition Committee.

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• (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.

8.3 Remuneration Advisory Committee

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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9.7 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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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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(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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10 Claims for breach of Warranty

• (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

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.

10.4 Restructure or disposal of the Businesses

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 Releases

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

• (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.

12.3 Required disclosure

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 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

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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16 Reimbursement Fees

• (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

16.3 Catalpa written demand

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.

16.4 Newcrest written demand

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.

16.5 Payment of Catalpa Reimbursement Fees

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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(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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• (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

• (c) must be addressed as shown below:

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.

• (c) A party may execute this deed by signing any counterpart.

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Schedules

Table of contents
Catalpa Warranties	58
Conquest Warranties	66
Newcrest Warranties	74
Catalpa Securities	77
Conquest details	79
Conquest Options	80
Glossary	87
Catalpa Tenements	112
Conquest Tenements	114

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Schedule 1

Catalpa Warranties

Incorporation and existence

1. Catalpa and each Catalpa Group Member is duly incorporated and validly exists under the law of its place of incorporation.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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

1. 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.

2. 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.

3. 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.

4. 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 �

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

1. 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.

2. 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.

3. 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.

4. 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.

5. Except as authorised by the Corporations Act, Catalpa has not at any time:

6. (i) redeemed or repaid any share capital;

7. (ii) reduced its share capital or passed any resolution for the reduction of its share capital;

8. (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

9. (iv) offered or agreed to buy back any of its shares.

10. 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.

11. 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

1. Each Catalpa Asset is the absolute property of, and is legally and beneficially owned by, the Catalpa Group Members free from all Security Interests.

2. 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.

3. 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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Schedule 1 �

• (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

1. The Catalpa Data Room Documentation:

2. (i) is not misleading or deceptive in any way, whether by inclusion of misleading information or omission of information or both; and

3. (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

1. 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).

2. The Catalpa Information:

3. (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

4. (ii) will comply in all material respects with the requirements of the Corporations Act, the Listing Rules, RG 60 and RG 74.

5. 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).

6. 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.

7. 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.

8. 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

1. 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

1. In these Tax Warranties, the following definitions apply:

2. (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

1. 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.

2. Each Catalpa Group Member has paid all taxes due and payable before Completion.

3. 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.

4. 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.

5. 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.

6. 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

1. 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..

2. 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.

3. [Not used.]

4. [Not used.]

5. 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.

6. In relation to each Catalpa Group Member's activities up to Completion:

7. (i) each Catalpa Group Member is a resident company of Australia (and no other country) for income tax purposes;

8. (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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• (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

1. Catalpa is the head company of the Purchaser Consolidated Group.

2. At Completion each Catalpa Group Member other than Catalpa is a subsidiary member of the Purchaser Consolidated Group.

3. 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.

4. 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:

5. (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

6. (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

1. No Catalpa Group Member's franking account will be in deficit before, or just after Completion.

2. 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.

3. In relation to each Catalpa Group Member's activities up to Completion:

4. (i) each Catalpa Group Member will have no liabilities for franking tax before, or just after Completion;

5. (ii) no Catalpa Group Member has ever been, and up to Completion will not become, an exempting company or a former exempting company;

6. (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

1. 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

1. Each Catalpa Group Member has complied with all obligations in respect of tax file numbers of employees.

2. 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

1. 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).

2. 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.

3. 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.

4. 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

1. 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.

2. 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

1. 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

1. No Catalpa Group Member is subject to any audit, investigation, review or enquiry by any person or Tax Authority in relation to taxes.

2. 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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1. 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

1. No Catalpa Group Member holds, or controls voting rights attaching to, any Conquest Shares.

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Schedule 2

Conquest Warranties

Incorporation and existence

1. Conquest and each Conquest Group Member is duly incorporated and validly exists under the law of its place of incorporation.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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

1. 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.

2. 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.

3. 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.

4. 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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Schedule 2 �

• (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

1. The Conquest Shares comprise the whole of the issued share capital of Conquest.

2. 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.

3. 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.

4. 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.

5. 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.

6. Except as authorised by the Corporations Act, Conquest has not at any time:

7. (i) redeemed or repaid any share capital;

8. (ii) reduced its share capital or passed any resolution for the reduction of its share capital;

9. (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

10. (iv) offered or agreed to buy back any of its shares.

Assets

1. Each Conquest Asset is the absolute property of, and is legally and beneficially owned by, the Conquest Group Members free from all Security Interests.

2. 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.

3. The Conquest Tenements are in good standing and are not liable to forfeiture. There is no fact, circumstance or breach that could:

4. (i) give rise to the early termination of a Conquest Tenement;

5. (ii) prejudice the renewal of a Conquest Tenement; or

6. (iii) adversely affect the rights or benefits conferred by a Conquest Tenement.

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Schedule 2 �

Data Room documentation

1. The Conquest Data Room Documentation:

2. (i) is not misleading or deceptive in any way, whether by inclusion of misleading information or omission of information or both; and

3. (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

1. 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).

2. 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):

3. (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

4. (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.

1. 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).

2. 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).

3. 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 �

1. 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

1. 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

1. In these Tax Warranties, the following definitions apply:

2. (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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Schedule 2 �

• (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

1. Each Conquest Group Member has complied with all obligations under laws relating to taxes.

2. Each Conquest Group Member has paid all taxes due and payable before Completion.

3. 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.

4. 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.

5. 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.

6. 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

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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

1. Conquest is the head company of the Purchaser Consolidated Group.

2. Immediately before Completion each Conquest Group Member other than Conquest is a subsidiary member of the Purchaser Consolidated Group.

3. 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.

4. 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:

5. (i) all group liabilities in relation to any such group have been covered by one or more valid tax sharing agreements; and

6. (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

1. No Conquest Group Member's franking account will be in deficit before, or just after Completion.

2. 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.

3. In relation to each Conquest Group Member's activities up to Completion:

4. (i) each Conquest Group Member will have no liabilities for franking tax before, or just after Completion;

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Schedule 2 �

• (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

1. 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

1. Each Conquest Group Member has complied with all obligations in respect of tax file numbers of employees.

2. 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

1. 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.

2. 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.

3. 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.

4. 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.

5. 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

1. 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.

2. 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

1. 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

1. No Conquest Group Member is subject to any audit, investigation, review or enquiry by any person or Tax Authority in relation to taxes.

2. No Conquest Group Member is party to any litigation or other dispute with any person or Tax Authority in relation to taxes.

3. 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

1. No Conquest Group Member holds, or controls voting rights attaching to, any Catalpa Shares.

page 73

Schedule 3

Newcrest Warranties

Incorporation and existence

1. Newcrest and each of the Vendors is duly incorporated and validly exists under the law of its place of incorporation.

2. The relevant Vendors have full corporate power and authority to own the Sale Interests and carry on the Businesses as they are being conducted.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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

1. 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.

2. 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.

3. 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.

4. 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

1. 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).

2. 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.

3. The Newcrest Tenements are in good standing and are not liable to forfeiture. There is no fact, circumstance or breach that could:

4. (i) give rise to the early termination of a Newcrest Tenement;

5. (ii) prejudice the renewal of a Newcrest Tenement; or

6. (iii) adversely affect the rights or benefits conferred by a Newcrest Tenement.

Data room documentation

1. The Newcrest Data Room Documentation and the Newcrest Disclosure Letter:

2. (i) are not misleading or deceptive in any way, whether by inclusion of misleading information or omission of information or both; and

3. (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

1. 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).

2. The Newcrest Information:

3. (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

1. 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

1. 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 �

Schedule 6

Conquest Options

Part 1 – Majority Options

Number	Series/ Descripti on	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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Schedule 6 �

	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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Schedule 6 �

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 shareholde	221,514	Exercise Price: $2.11

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Schedule 6 �

			r approval)
1,167,548	Director Options	$0.736	31 October 2017 (Due and issuable to Conquest directors. To be issued on shareholde r 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 shareholde r 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 shareholde r approval)	64,825	Exercise Price: $2.45

Part 2 – Minority Options

Number	Series/ Descriptio n	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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Schedule 6 �

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 7

Schedule not used.

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Schedule 8 �

Schedule 8

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 in Attachment 5.
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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Schedule 8 �

Term

Meaning

1. a member of the Catalpa Group:

2. acquiring, leasing or disposing of;

3. agreeing to acquire, lease or dispose of; or

4. offering, proposing, announcing a bid or tendering for,

5. any business, assets, entity or undertaking, the value of which exceeds $5 million;

6. 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;

7. 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;

8. a member of the Catalpa Group:

9. 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

10. (without limiting the foregoing) agreeing to incur capital expenditure from the date of this deed of more than $5 million; or

11. waiving any material third party default where the financial impact on the Catalpa Group will be in excess of $1 million; or

12. 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;

13. 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;

14. 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;

15. 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;

16. a liquidator or provisional liquidator of a member of the Catalpa Group being appointed;

17. a court making an order for the winding up of a member of the Catalpa Group;

18. an administrator of a member of the Catalpa Group being

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Schedule 8 �

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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Schedule 8 �

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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Schedule 8 �

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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Schedule 8 �

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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Schedule 8 �

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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Schedule 8 �

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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Schedule 8 �

Term

Meaning

1. a member of the Conquest Group:

2. acquiring, leasing or disposing of;

3. agreeing to acquire, lease or dispose of; or

4. offering, proposing, announcing a bid or tendering for,

5. any business, assets, entity or undertaking, the value of which exceeds $5 million;

6. 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;

7. a member of the Conquest Group:

8. 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 goldsilver-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

9. (without limiting the foregoing) agreeing to incur capital expenditure from the date of this deed of more than $5 million; or

10. waiving any material third party default where the financial impact on the Conquest Group will be in excess of $1 million; or

11. 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;

12. 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;

13. 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;

14. 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;

15. 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;

16. 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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Schedule 8 �

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;

2. 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:

3. 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;

4. 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);

1. 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;

2. 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;

3. 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;

4. 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

5. 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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Schedule 8 �

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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Schedule 8 �

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 in Attachment 3.
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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Schedule 8 �

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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Schedule 8 �

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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Schedule 8 �

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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Schedule 8 �

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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Schedule 8 �

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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Schedule 8 �

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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Schedule 8 �

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 Attachment 2, 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.
Subscription Deed	the Subscription Deed between one or more Newcrest Group Members

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Schedule 8 �

Term	Meaning
	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 in Attachment 6.
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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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 in Attachment 1.
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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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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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)

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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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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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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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Schedule 10 �

EPM 12012 EPM 14585 EPMA 18444 EPMA 18445

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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 Eric Palmbachs

sign here ►[Signed]

Director

print name Bruce McFadzean

page 1

Signed, sealed and delivered by Newcrest Mining Limited in accordance with section 127 of the Corporations Act 2001 (Cth)

sign here ►[Signed] Company Secretary/ ~~Director~~

print name S.E.N. Creese

sign here ►[Signed] Director

print name G.J. Robinson

Attachments

Table of contents

Indicative Timetable

Share Scheme

Deed Poll

Transitional Services Agreement Principles

Asset Sale Agreement

Subscription Deed

Cracow Mining and Exploration Joint Venture Business Plan

page 2

Mt Rawdon Business Plan

[Attachments removed from executed version released to ASX]

page 3