EVOLUTION MINING LIMITED — Major Shareholding Notification 2011

Nov 2, 2011

LEVEL 9	To:	Company Announcements Office
600 ST KILDA ROAD MELBOURNE VICTORIA 3004	From:	Peter Larsen
AUSTRALIA	Date:	3 November 2011
PO BOX 6213 ST KILDA ROAD CENTRAL MELBOURNE 8008	Subject:	Form 603 – Notice of initial substantial holder

T+613 9522 5333 F+613 9525 2996 www.newcrest.com.au

Please find attached for immediate release the following document together with annexures A and B:

Form 603 - Notice of initial substantial holder; $\mathbb{Z}^{\mathbb{Z}}$

Yours sincerely

Peter Larsen Deputy Company Secretary

Form 603 Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Evolution Mining Limited (Evolution)
ACN/ARSN	084 669 036
1. Details of substantial holder (1) Name	Newcrest Mining Limited (Newcrest) and each of its Related Bodies Corporate listed in Annexure A.
ACN	005 683 625
The holder became a substantial holder on	02/11/2011
2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Crdinary shares	231.082.631	1231.082.631	38.95%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Newcrest Holdings (Investments) Pty Limited (ACN 153 993 938) (NHIPL)	Pursuant to section 608(1)(a) of the Corporations Act. The relevant shares were issued pursuant to the Subscription Deed forming Annexure B.	231,082,631 ordinary shares
Newcrest and each Related Body Corporate other than NHIPL	Pursuant to section 608(1) and / or 608(3) of the Corporations Act.	$[231,082,631$ ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Minimum and Hallmark at the analysis in all the fill hallmark and a man and the fill that it is
Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
Related and Newcrest its Bodies Corporate	NHIPL	NHIPL	231,082,631 ordinary Ishares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash
Newcrest Related its and Bodies Corporate	2/11/2011	lThe sale of the Cracow and Mt Rawdon assets by certain of Newcrest's Related Bodies Evolution, as more fully described shares lin the Explanatory Memorandum given by Evolution to ASX on 13/09/2011		Corporate to entities controlled by 231,082,631 ordinary

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Not applicable	Wot applicable

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Newcrest	Level 9, 600 St Kilda Road, Melbourne, Victoria 3004, Australia
Newcrest's Related Bodies Corporate	ISee Annexure A

Signature

			Deputy Company Secretary
date sign here

DIRECTIONS

• $(1)$ If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a $(5)$ relevant interest in
• $(6)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(7)$ Include details of:
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any $(a)$ document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the $(b)$ securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown." $(8)$
• $(9)$ Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

This is Annexure A of 2 pages referred to in the Form 603 (Notice of initial substantial holder) in relation to Newcrest Mining Limited (ACN 005 683 625)

Signed:

Peter Larsen

Deputy Company Secretary, Newcrest Mining Limited
Date: $\frac{1}{3}$ $\frac{1}{4}$

The Related Bodies Corporate of Newcrest Mining Limited (ACN 005 683 625) are:

∪ompany	AGN or country $\sigma$ incorporation	Address
Newcrest Operations Ltd	009 221 505	Level 9, 600 St Kilda Road, Melbourne 3004, Victoria
Australmin Holdings Ltd	008 462 986	Level 9, 600 St Kilda Road, Melbourne 3004, Victoria
Cadia Holdings Pty Ltd	062 648 006	Level 9, 600 St Kilda Road, Melbourne 3004, Victoria
Contango Agricultural Co. Pty Ltd	078 273 033	Level 9, 600 St Kilda Road, Melbourne 3004, Victoria
Horskar Pty Limited	079 193 632	Level 9, 600 St Kilda Road, Melbourne 3004, Victoria
Newcrest Exploration Holdings Pty Ltd	058 425 951	Level 9, 600 St Kilda Road, Melbourne 3004, Victoria
Newcrest Finance Pty Ltd	072 648 705	Level 9, 600 St Kilda Road, Melbourne 3004, Victoria
Newcrest International Pty Ltd	007 449 194	Level 9, 600 St Kilda Road, Melbourne 3004, Victoria
Newcrest Services Pty Ltd	081 197 471	Level 9, 600 St Kilda Road, Melbourne 3004, Victoria
Newcrest Technology Pty Ltd	009 199 268	Level 9, 600 St Kilda Road, Melbourne 3004, Victoria
Newgen Pty Ltd	106 984 221	Level 9, 600 St Kilda Road, Melbourne 3004, Victoria
Sulawesi Investments Pty Ltd	056 375 038	Level 9, 600 St Kilda Road, Melbourne 3004, Victoria
LGL Australian Holdings Pty Ltd	121 554 443	Level 9, 600 St Kilda Road, Melbourne 3004, Victoria
LGL Services Australia Pty Ltd	116 067 611	Level 9, 600 St Kilda Road, Melbourne 3004, Victoria
Niugini Mining Australia Pty Ltd	011 060 898	Level 9, 600 St Kilda Road, Melbourne 3004, Victoria
LGL Ballarat Operations Pty Ltd	006 245 441	Level 9, 600 St Kilda Road, Melbourne 3004, Victoria
New Resource Pty Ltd	006 157 428	Level 9, 600 St Kilda Road, Melbourne 3004, Victoria
Berringa Resources Pty Ltd	083 038 135	Level 9, 600 St Kilda Road, Melbourne 3004, Victoria
Ballarat West Goldfields Pty Ltd	006 764 110	Level 9, 600 St Kilda Road, Melbourne 3004, Victoria
LGL Mount Rawdon Operations Pty Ltd	060 235 145	Level 9, 600 St Kilda Road, Melbourne 3004, Victoria
LGL Mount Rawdon Property Holdings Pty Ltd	060 105 535	Level 9, 600 St Kilda Road, Melbourne 3004, Victoria
LGL CDI Investments Ptv Ltd	009 248 122	Level 9, 600 St Kilda Road, Melbourne 3004, Victoria
LGL CDI Exploration Pty Ltd	060 719 744	Level 9, 600 St Kilda Road, Melbourne 3004, Victoria
Newcrest Holdings (Investments) Pty Limited	153 993 938	Level 9, 600 St Kilda Road, Melbourne 3004, Victoria
600 Holdings Inc	USA	Level 9, 600 St Kilda Road, Melbourne, 3004, VIC
Newcrest Resources Inc.	USA	Level 8, 600 St Kilda Road, Melbourne 3004, Victoria
Newmont Pty Ltd	USA	Level 9, 600 St Kilda Road, Melbourne, 3004, VIC
Newroyal Resources Inc	USA	Level 8, 600 St Kilda Road, Melbourne 3004, Victoria

Company	ACN or country of incorporation	Address
Newcrest Mining BC Ltd	Canada	c/- Blake Cassels & Graydon LLP, Suite 2600, Three Bentall Centre, PO Box 49314, 595 Burrard Street, Vancouver, British Columbia V7X1L3
Newcrest Singapore Holdings Pte Ltd	Singapore	7 Shenton Way #01-02 Singapore Conference Hall Singapore 068810
Newcrest Insurance Pte Ltd	Singapore	7 Shenton Way #01-02 Singapore Conference Hall Singapore 068810
Newcrest Singapore (Tandai) Pte Ltd	Singapore	7 Shenton Way #01-02 Singapore Conference Hall Singapore 068810
Newcrest Fiji Holdings 1 Pte Ltd	Singapore	7 Shenton Way #01-02 Singapore Conference Hall Singapore 068810
Newcrest Fiji Holdings 2 Pte Ltd	Singapore	7 Shenton Way #01-02 Singapore Conference Hall Singapore 068810
Newcrest Fiji Exploration Holdings 1 Pte Ltd	Singapore	7 Shenton Way #01-02 Singapore Conference Hall Singapore 068810
Newcrest Fiji Exploration Holdings 2 Pte Ltd	Singapore	7 Shenton Way #01-02 Singapore Conference Hall Singapore 068810
PT Nusa Halmahera Minerals	Indonesia	Graha Elnusa, 2 nd Floor, Unit D, Jl.TB. Simatupang Kav. 1B, Cilandak Timur, Jakarta 12560, Indonesia
PT Puncakbaru Jayatama	Indonesia	Graha Elnusa, 2 nd Floor, Unit D, Jl.TB. Simatupang Kav. 1B, Cilandak Timur, Jakarta 12560, Indonesia
Newcrest Chile Holdings 1	Bermuda	Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda
Newcrest Chile Holdings 2;	Bermuda	Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda
Newcrest Peru Holdings 1	Bermuda	Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda
Newcrest Peru Holdings 2	Bermuda	Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda
Minera Newcrest Chile SRL	Chile	Uriquidi & Associados Abogados S. A. Augusto Leguia 100 of. 209 Las Condes, Chile
Minera Newcrest Peru SAC	Peru	Estudio Rubio Leguia Normand & Asociados S. Civil de R. L., Av Dos de Mayo 1321 San Isidro, Lima 27, Perú.
Newcrest (Fiji) Ltd	Fiji	c/- Howards Lawyers, Level 7, FNPF Place, Victoria Parade, Suva, Fiji
Newcrest Exploration (Fiji) Limited	Fiji	c/ Howards Lawyers, Level 7, FNPF Place, Victoria Parade, Suva, Fiji
Newcrest PNG 1 Ltd	Papua New Guinea	c/- Allens Arthur Robinson, Level 5, Pacific Place, Corner Musgrave Street and Champion Parade, Port Moresby, National Capital District
Newcrest PNG 2 Ltd	Papua New Guinea	c/- Allens Arthur Robinson, Level 5, Pacific Place, Corner Musgrave Street and Champion Parade, Port Moresby, National Capital District
Newcrest PNG 3 Ltd	Papua New Guinea	c/- Allens Arthur Robinson, Level 5, Pacific Place, Corner Musgrave Street and Champion Parade, Port Moresby, National Capital District
Newcrest PNG Exploration Ltd	Papua New Guinea	c/- Allens Arthur Robinson, Level 5, Pacific Place, Corner Musgrave Street and Champion Parade, Port Moresby, National Capital District
Lihir Gold Limited	Papua New Guinea	c/- Allens Arthur Robinson, Level 5, Pacific Place, Corner Musgrave Street and Champion Parade, Port Moresby, National Capital District
Niugini Mining Limited	Papua New Guinea	c/- Allens Arthur Robinson, Level 5, Pacific Place, Corner Musgrave Street and Champion Parade, Port Moresby, National Capital District
Lihir Management Company Limited	Papua New Guinea	c/- Allens Arthur Robinson, Level 5, Pacific Place, Corner Musgrave Street and Champion Parade, Port Moresby, National Capital District
LGL PNG Holdings Limited	Papua New Guinea	c/- Allens Arthur Robinson, Level 5, Pacific Place, Corner Musgrave Street and Champion Parade, Port Moresby, National Capital District
LGL Mines CI SA	Cote d' Ivoire	2eme etage, Immeuble dany Centre, Angle rue des Jardins rue du Vallon, Cocody 2 Plateaux, Abidjan
LGL Resources CI SA	Cote d' Ivoire	2eme etage, Immeuble dany Centre, Angle rue des Jardins rue du Vallon, Cocody 2 Plateaux, Abidjan
LGL Exploration CI SA	Cote d' Ivoire	2eme etage, Immeuble dany Centre, Angle rue des Jardins rue du Vallon, Cocody 2 Plateaux, Abidjan
LGL Development CI SA	Cote d' Ivoire	2eme etage, Immeuble dany Centre, Angle rue des Jardins rue du Vallon, Cocody 2 Plateaux. Abidjan
LGL Holdings CI SA	Cote d' Ivoire	2eme etage, Immeuble dany Centre, Angle rue des Jardins rue du Vallon, Cocody 2 Plateaux, Abidjan

This is Annexure B of 11 pages referred to In the Form 603 (Notice of Initial substantial holder) in relation to Newcrest Mining Limited (ACN 005 683 625)

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Signed:

Peter Larsen Deputy Company Secretary, Newcrest Mining Limited
Date: $\frac{1}{\sqrt{2}}$ (1) | (

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Issue of shares in Catalpa Resources Limited

Allens Arthur Robinson Level 27 530 Collins Street Melbourne VIC 3000 Australia Tel +61 3 9614 1011 Fax +61 3 9614 4661 www.aar.com.au

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Subscription Deed

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Copyright Allens Arthur Robinson, Australia 2011

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Table of Contents

1.		Definitions and Interpretation		1
	1.1	Definitions t)		1
	1.2	Interpretation		$\overline{2}$
2.		Issue and allotment of Subscription Securities		3
	2.1	Subscription		3
	2.2	Consideration		3
	2.3	Rights attaching to Subscription Securities		3
	2.4	Quotation of Subscription Securities		4
3.		Board of directors		4
	3.1	Nomination of directors		$\overline{\bf{4}}$
	3.2	Information		4
	3.3	Election of directors by shareholders		4
4.		Termination		4
5.		Announcements		5
		General		5
6.				5
	6.1	Governing law and jurisdiction
	6.2	Notices		5
	6.3	Rights personal		6
	6.4	No waiver		6
	6.5	Costs and stamp duty		6
	6.6	Severability		6
	6.7	Entire agreement		$\boldsymbol{6}$
	6.8	Amendment		$\bf 6$
	6.9	Further assurances		6
	6.10	No merger		$\overline{7}$
	6.11	Counterparts		$\overline{7}$

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Date	$21$ Define 2011
Parties
1.	Catalpa Resources Limited (ACN 009 232 277) of Level 3, 1 Altona Street, West Perth, Western Australia (the Issuer)
2.	Newcrest Mining Limited (ACN 005 683 625) of 600 St Kilda Road, Melbourne, Victoria (the Subscriber)
Recitals
A	The Issuer and Subscriber are parties to the Asset Sale Agreement.
B	In consideration for the sale of the Sale Interests by subsidiaries of the Subscriber to subsidiaries of the Issuer, the Issuer has agreed to issue the Subscription Securities in accordance with this Deed.

It is agreed as follows.

Definitions and Interpretation $\mathbf{1}$

$1.1$ Definitions

The following definitions apply unless the context requires otherwise.

Asset Sale Agreement means the deed of that name between the Issuer, the Subscriber, LGL Mount Rawdon Operations Pty Ltd, Newcrest Operations Limited, Lion Mining Pty Ltd and Mount Rawdon Operations Pty Ltd dated on or about the date of this Deed.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it, as the context requires.

Authorisation includes any authorisation, approval, consent, licence, permit, franchise, permission, filing, registration, resolution, direction, declaration, or exemption.

Board means the board of directors of the Issuer.

Business Day means a week day on which banks are open for business in Melbourne and Sydney.

Claim means any claim, demand, action, proceeding, judgment, damage, costs, loss, expense or liability (including legal costs and disbursements) whatever and in any way arising.

Completion has the meaning given in the Asset Sale Agreement.

Corporations Act means the Corporations Act 2001 (Cth).

Encumbrance means an interest or power:

• reserved in or over any interest in any asset including any retention of title; or $(a)$
• created or otherwise arising in or over any interest in any asset under a bill of sale, $(b)$ mortgage, charge, lien, pledge, trust or power,

by way of security for the payment of debt or any other monetary obligation or the performance of any other obligation and includes any agreement to grant or create any of the above.

Governmental Agency means any:

• government or governmental, semi-governmental or judicial entity or authority; or $(a)$
• minister, department, office, commission, delegate, instrumentality, agency, board, $(b)$ authority or organisation of any government.

It also includes any regulatory organisation established under statute or any stock exchange.

Implementation Date has the meaning given in the Transaction Implementation Deed.

Listing Rules means the official listing rules of ASX.

Related Body Corporate has the meaning given in the Corporations Act.

Sale Interests has the meaning given in the Asset Sale Agreement.

Subscription Securities means that number of ordinary shares in the Issuer as is equal to 38% of the ordinary shares in the Issuer on a fully diluted value basis, which number of ordinary shares is currently expected to be 228,447,104.

Tax includes any tax, levy, impost, deduction, charge, rate, duty, compulsory loan or withholding that is levied or imposed by a Governmental Agency, and any related interest, penalty, charge, fee or other amount.

Transaction Document has the meaning given in the Transaction Implementation Deed.

Transaction Implementation Deed means the deed of that name between the Issuer, the Subscriber and Conquest Mining Limited dated 15 June 2011.

Vendors has the meaning given in the Asset Sale Agreement.

$1.2$ Interpretation

Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise.

• The singular includes the plural, and the converse also applies. $(a)$
• A gender includes all genders. (b)
• If a word or phrase is defined, its other grammatical forms have a corresponding $(c)$ meaning.

• A reference to a person includes a corporation, trust, partnership, unincorporated $(d)$ body or other entity, whether or not it comprises a separate legal entity.

• A reference to a clause or schedule is a reference to a clause of, or schedule to, this $(e)$ Deed.

• A reference to an agreement or document (including a reference to this Deed) is to $(f)$ the agreement or document as amended, supplemented, novated or replaced, except to the extent prohibited by this Deed or that other agreement or document.
• A reference to writing includes any method of representing or reproducing words, $(g)$ figures, drawings or symbols in a visible and tangible form.
• A reference to a party to this Deed or another agreement or document includes the $(h)$ party's successors, permitted substitutes and permitted assigns (and, where applicable, the party's legal personal representatives).
• A reference to legislation or to a provision of legislation includes a modification or $(i)$ re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.
• A reference to conduct includes an omission, statement or undertaking, whether $\omega$ or not in writing.
• A reference to an agreement includes any undertaking, deed, agreement and $(k)$ legally enforceable arrangement, whether or not in writing, and a reference to a document includes an agreement (as so defined) in writing and any certificate, notice, instrument and document of any kind.
• Mentioning anything after includes, including, for example, or similar expressions, $\phi$ does not limit what else might be included.
• A month means a calendar month. $(m)$
• Nothing in this Deed is to be interpreted against a party solely on the ground that $(n)$ the party put forward this Deed or a relevant part of it.

Issue and allotment of Subscription Securities $2.$

$2.1$ Subscription

On the Implementation Date, subject to the Vendors satisfying their obligations at Completion under the Asset Sale Agreement, the Subscriber (or its nominees) will subscribe for, and the Issuer will issue and allot to the Subscriber (or its nominees), the Subscription Securities free and clear of all Encumbrances.

$2.2$ Consideration

In consideration for the sale of the Sale Interests to subsidiaries of the Issuer pursuant to the Asset Sale Agreement, the Issuer agrees to issue the Subscription Securities to the Subscriber (or its nominees).

$2.3$ Rights attaching to Subscription Securities

The Subscription Securities will rank equally in all respects with the existing ordinary shares of the Issuer on issue when the Subscription Securities are issued.

Quotation of Subscription Securities $2.4$

• The Issuer must apply for quotation of the Subscription Securities on ASX in $(a)$ accordance with the Listing Rules at its own cost and will use its best endeavours to obtain quotation of the Subscription Securities as soon as is reasonably practicable (and, in any case, within two Business Days after the Implementation Date).
• The Issuer must give ASX a notice which complies with section 708A(5) of the $(b)$ Corporations Act within five Business Days after the Implementation Date.

Board of directors $3₁$

Nomination of directors $3.1$

For so long as the Subscriber and its Related Bodies Corporate collectively hold:

• at least 25% of the ordinary shares of the Issuer then on issue the Subscriber may $(a)$ nominate the greater of:
• two directors; and $(i)$
• one quarter of the total number of directors on the Board rounded up to $(ii)$ the nearest whole number; and
• between 15% and 25% of the ordinary shares of the Issuer then on issue the $(b)$ Subscriber may nominate one director,

(the Nominated Directors). Subject to the Nominated Directors providing their consent, the Board must appoint the Nominated Directors to fill any existing casual vacancies on the Board.

$3.2$ Information

The Nominated Directors may report information concerning the Issuer to the Subscriber and its Related Bodies Corporate on a confidential basis (subject to any confidentiality obligations of the Issuer to third parties and otherwise to the extent permitted by law).

$3.3$ Election of directors by shareholders

The Issuer must use its best endeavours to procure:

• the election of the Nominated Directors, where the full number of Nominated $(a)$ Directors have not been appointed due to a lack of existing casual vacancies on the Board; and
• the re-election of the Nominated Directors when such re-election is required under $(b)$ the Listing Rules or the constitution of the Issuer.

4. Termination

This Deed, the Asset Sale Agreement and the Transaction Implementation Deed are $(a)$ interdependent. If the Asset Sale Agreement or the Transaction Implementation

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Deed is terminated prior to the Implementation Date, this Deed will automatically terminate.

For the avoidance of doubt, in no event other than the termination of the Asset $(b)$ Sale Agreement or the Transaction Implementation Deed does this Deed terminate.

5. Announcements

Neither party will make any public announcements or statements to the media in relation to this Deed or its subject matter, except where permitted under the Transaction Implementation Deed.

6. General

$6.1$ Governing law and jurisdiction

to the Issuer:

to the Subscriber:

$(i)$

$(ii)$

This Deed is governed by the laws of New South Wales. In relation to it and related non-contractual matters each party irrevocably submits to the non-exclusive jurisdiction of courts with jurisdiction there, and waives any right to object to the venue on any ground.

$6.2$ Notices

Any notice, demand, consent or other communication (a Notice) given or made under this Deed:

• must be in writing and signed by the sender or a person duly authorised by the $(a)$ sender;
• must be addressed and delivered to the intended recipient at the address or fax $(b)$ number below or the address or fax number last notified by the intended recipient to the sender after the date of this Deed:

Catalpa Resources Limited Level 3 1 Altona Street West Perth WA 6005 Attention: Bruce McFadzean Fax No: +618 9321 8804; Newcrest Mining Limited Level 9 600 St Kilda Road Melbourne VIC 3000 Attention: Company Secretary Fax No: +61 3 9521 3564

will be conclusively taken to be duly given or made when delivered, received or $(c)$ left at the above fax number or address. If delivery or receipt occurs on a day that is not a Business Day in the place to which the Notice is sent or is later than 4pm (local time) at that place, it will be conclusively taken to have been duly given or made at the commencement of business on the next Business Day in that place.

$6.3$ Rights personal

No party may assign, charge, transfer, encumber or in any other manner deal with its rights or obligations under this Deed, or attempt or purport to do so, without the prior written agreement of the other party.

$6.4$ No waiver

• No acquiescence, waiver or other indulgence granted by either party to any other $(a)$ party will in any way discharge or relieve that other party from any of its other obligations under this Deed.
• A failure to exercise or a delay in exercising any right, power or remedy under this $(b)$ Deed does not operate as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.

6.5 Costs and stamp duty

Each party must bear its own costs arising out of the negotiation, preparation and execution of this Deed. The Subscriber shall pay any stamp duty assessed on this Deed.

6.6 Severability

Any provision of this Deed which is prohibited or unenforceable in any jurisdiction will be ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That will not invalidate the remaining provisions of this Deed nor affect the validity or enforceability of that provision in any other jurisdiction.

$6.7$ Entire agreement

This Deed, the Asset Sale Agreement and the Transaction Implementation Deed contain the entire agreement between the parties with respect to their subject matter. They set out the only conduct, representations, warranties, covenants, conditions, agreements or understandings (collectively Conduct) relied on by the parties and supersede all earlier Conduct by or between the parties in connection with their subject matter.

6.8 Amendment

This Deed may be amended only by another agreement executed by all the parties.

6.9 Further assurances

Each party must do anything necessary or desirable (including executing agreements and documents) to give full effect to this Deed and the transactions contemplated by it.

×.

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6.10 No merger

The rights and obligations of the parties will not merge on the completion of any transaction contemplated by this Deed. They will survive the execution and delivery of any assignment or other document entered into for the purpose of implementing a transaction.

$6.11$ Counterparts

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This Deed may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.

Subscription Deed

Allens Arthur Robinsor

Executed and delivered as a Deed in Melbourne.

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Executed as a deed in accordance with section 127 of the Corporations Act 2001 by Catalpa Resources Limited:

Director Signature

Print Name

Print Name

Director/Secretary Signature

Executed as a deed in accordance with section 127 of the Corporations Act 2001 by

Newcrest Mining Limited:

birector S

ROBINSOM G

Print Name

Director/Secretary Signature

Peter Larsen

Print Name

Subscription Deed

Executed and delivered as a Deed in Melbourne.

Executed as a deed in accordance with section 127 of the Corporations Act 2001 by Catalpa Resources Limited:

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Director Signature $\frac{1}{2}$

Print Name

«Director/Secretary Signature

EVAN $7$ $\epsilon$ 7 $\sim$

Print Name

Executed as a deed in accordance with section 127 of the Corporations Act 2001 by Newcrest Mining Limited:

Director Signature

Print Name

Director/Secretary Signature

Print Name