HAWSONS IRON LTD — Interim / Quarterly Report 2009

Oct 20, 2009

QUARTERLY REPORT

for the 3 months ended 30[th] September 2009

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Highlights

• REDAN / BURTA

• 2.5B to 4.5B tonne exploration target size[1] at Hawsons Iron Project assessed by Independent Consultant

  • Clean concentrate with low deleterious elements

  • Well located to infrastructure

  • Conceptually simple low waste mine plan

• Additional Iron Ore tenement applied for in South Australia

• HUGHENDEN COAL PROJECT

• Terms sheet signed with ResCo Projects Pty Ltd to vend project into a new company that is developing an expanded coal portfolio

• LACHLAN FOLD BELT

• High grade gold rock chips from Mother Shipton and Hibernia include 6.13g/t Au and 21.3g/t Au respectively.

• Petrographic analysis at Mother Shipton identifies alteration style consistent with other Lachlan Fold Belt porphyry copper/gold deposits such as Cadia.

• EURIOWIE

• Reconnaissance Niton results highlight two areas with elevated tantalum, tin, nickel and copper results

Project Location Map

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Figure 1: Location of Carpentaria Projects

Carpentaria Exploration Ltd – Quarterly Report 30 September 2009

SUMMARY Redan JV / Burta Hughenden Coal Project Lachlan Fold Belt Project Mt Agate Euriowie

EXPLORATION A 3 hole, 606m reverse circulation (RC) drilling program was finished early in the quarter. Encouraging results indicated the source to the magnetic anomaly was a thick magnetite siltstone that produced a very clean (very low deleterious elements), high grade concentrate. During the quarter Carpentaria commissioned independent technical specialists Hellman and Schofield Pty Ltd (H&S) to assess the data to date. In October, H&S reported an exploration target1range of 2.5 to 4.5 billion tonnes at 18% magnetite with a Davis Tube Recovery (DTR) giving a concentrate grade of 69 -71% Fe to a depth of 250m, over an estimated strike length of 42.8 to 46.4 kmof magnetite siltstone in the project area. An additional tenement application, South Dam (See Figure 1), located in South Australia over the same Braemar Iron Formation was lodged during the quarter. When granted it will increase Carpentaria’s regional tenement position over this iron formation. A Terms Sheet has been signed with ResCo Projects Pty Ltd (ResCo Projects). Carpentaria’s wholly owned subsidiary, FTB (Qld) Pty Ltd, which holds the Hughenden Coal Project, will be vended into a new company formed by ResCo Projects to operate as a coal mining and exploration company. This new company will also hold other coal projects with Carpentaria having a 20% free carried interest to completion of a bankable feasibility study on any project held by the new company. A due diligence period is currently underway. The Dirnaseer EL (7375) adjacent and west of the Combaning EL (6901) was granted during the quarter. Reconnaissance rock chip sampling at Combaning at the Mother Shipton and Hibernia prospects confirmed the gold potential, and a petrographic analysis of rocks from Mother Shipton has confirmed the potential for a gold-copper (Au-Cu) porphyry target with copper sulfides and gold identified in samples. Results included 21.3g/t Au from Hibernia and 6.13g/t Au from Mother Shipton. Approximately 10 km of induced polarisation (IP) was completed this quarter over the Mt Sheila and QMH prospects. A weak chargeability anomaly at QMH warrants further investigation and possible follow up drilling. A total of 298 reconnaissance Niton, XL-3t, in-situ XRF micro-analyser (Niton) rock geochemical sites were analysed at three locations within the EL. A maxima of 0.5% Cu, 0.4% Zn & 0.3% Ni were returned from the Sundown prospect and a maxima of 0.11% Sn and 0.38% Ta returned from the Euriowie prospect.

Page 2 of 13

Carpentaria Exploration Ltd – Quarterly Report 30 September 2009

FINANCIAL Cash and deposits

A$2,817,274 as at 30 September 2009.

CORPORATE Issued Capital

55,178,410 ordinary fully paid shares listed 12,321,590 ordinary fully paid shares unlisted (restricted)

21,447,415 options listed 6,000,00 options unlisted (restricted)

ACTIVITIES During the quarter, Carpentaria’s field activity was focussed on the Hawsons Iron Project, the Lachlan Fold Belt Project, Mt Agate and Euriowie.

PLANNED DECEMBER QUARTER EXPLORATION ACTIVITIES

The following exploration activities are planned for the December quarter:

Redan / Burta

Grain size and bond work index results are due from a bulk composite sample from recent drilling at the Hawsons Iron Project. Assays from a recently located historic hole into the flank of the Wonga Magnetic anomaly are also awaited. These results will be assessed and an ongoing exploration program planned. Rehabilitation work of previous drilling will be completed.

Lachlan Fold Belt Project

Further geochemical and geological mapping is planned to assist in defining gold and copper mineralisation for follow up drilling.

Euriowie

Niton and conventional geochemical sampling of tin and tantalum targets will commence. Geological field work will also be undertaken.

Mt Agate

Integration and modelling of IP data collected over the Mt Sheila and QMH prospects is underway.

Hughenden Coal Project

Progression of due diligence work and expected finalisation of legal contracts.

Page 3 of 13

Carpentaria Exploration Ltd – Quarterly Report 30 September 2009

EXPLORATION

Iron Ore

Redan (earning 51%) / Burta (100%) – 2.5B to 4.5B Tonne Exploration Target Size[1] at Hawsons Iron Project Assessed by Independent Consultant

The Hawsons Iron Project is located 60km south west of Broken Hill and is hosted by the Neo-Proterozoic Braemer Iron Formation. Carpentaria has identified over 40km of strike length of the prospective host unit from magnetics and outcrop.

In early July, a total of 606m of Reverse Circulation drilling was carried out in three drill holes aimed at testing “magnetic unit 3” in the centre of a dominant magnetic feature known as the “core” anomaly (Figure 2) to establish the presence, thickness, grade and quality of magnetite. The Core anomaly has a strike length of 2.5km of iron-formation comprising 5 units concealed by thin post mineral cover.

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Figure 2 : Airborne magnetic data showing location of drill holes (GDA94, Zone 54)

Page 4 of 13

Carpentaria Exploration Ltd – Quarterly Report 30 September 2009

EXPLORATION Iron Ore (continued)

Drilling encountered a thick magnetite siltstone unit dipping approximately 45 degrees to the southwest in all holes. The Davis Tube Recovery (DTR) results confirm geological observations of the drill chips indicating that a thick zone of magnetite mineralisation has been discovered at the Hawsons Iron Project.

Best results from drilling for intervals carrying no internal waste are:

RC09BRP02: 115m (EOH) @ 18.0% DTR with a DTRG of 69.7% Including : RC09BRP02: 14m @ 21.86% DTR with a DTRG of 69.7% Fe from 163m 13m @ 20.33% DTR with a DTRG of 70.1% Fe from 183m

Note : DTRG is recovered concentrate grade

The summary table below shows the drill intersections with a recovered DTR concentrate greater than or equal to 18%.

Drill Hole	From (m)	To (m)	Interval (m)	DTR%	DTRG Fe%
RC09BRP01	160	198	38	18.2	70.6
includes	**194 **	198	4	24.7	70.6
RC09BRP02	99	214 (EOH)	115	18.0	69.8
includes	163	177	14	21.9	69.7
	183	196	13	20.3	70.1
RC09BRP03	105	130	25	18.1	70.6

The quality of the recovered concentrate (DTRG) at the standard 38 micron grind used by the laboratory is excellent, with the average for all composites analysed as follows:

%Fe	%SiO2	%Al2O3	%TiO2	%V	%P	%S
70.1	2.4	0.18	0.04	0.023	0.004	0.002

The DTRG indicates the concentrate is composed of a pure iron magnetite with negligible silica and other deleterious elements.

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Carpentaria Exploration Ltd – Quarterly Report 30 September 2009

EXPLORATION

Iron Ore (continued)

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Figure 3: Hawsons Core Anomaly Unit 3 Geological cross section looking north west

Unit 3 was intersected by drilling and represents one of five parallel units within the Hawsons Core anomaly identified in aeromagnetic data (Figure 4). Based on the drilling and modelling of the aeromagnetic data, it is interpreted by the Company that Unit 3 represents an exploration target[1] of:

200 -220 million tonnes at 18 –19% DTR with a DTRG of 69 -71% Fe to 250m

The exploration targets[1] for Unit 3 are based on a tabular bedding interpretation and assumptions outlined in the table below.

Magn etic strike length (m)	True thickne ss (m)	Oxidat ion base depth (m)	Dip (de g)	Vertical depth extent (m)	DTR concentr ate (Wt%)	DTR Concentra te Fe% - Grade	Specifi c Gravity g/cc	Tonn age Rang e(Mt)
2300	130- 140	80	45	250	18-19%	69.0- 71.0%	3. 1- 3.3	200 - 220

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Carpentaria Exploration Ltd – Quarterly Report 30 September 2009

EXPLORATION

Iron Ore (continued)

Figure 4 : Processed airborne magnetic data, Tilt image, drill holes as yellow dots(GDA 94, Zone 54)

The other four magnetic units within the Hawsons Core anomaly have not been tested by drilling, but it is evident that there is a very large tonnage potential within these units and other large magnetic features identified in the project area (Figure 5). The magnetic data suggests that there is in excess of 40 strike kilometres of the magnetic horizon that is interpreted to be the iron formation. This data has been studied by H&S, and H&S suggests an exploration target[1] range of 2.5 to 4.5 billion tonnes at 18 % DTR with a concentrate grade of 69 -71% Fe to a depth of 250m over an estimated strike length of 42.8 to 46.4 km of magnetite siltstone in the project area (refer ASX Progress Report October 14th 2009).

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Figure 5 : “Tilt” Filter of Aeromagnetic Data - highlighting magnetic units interpreted to be magnetite units (GDA 94, Zone 54)

Page 7 of 13

Carpentaria Exploration Ltd – Quarterly Report 30 September 2009

EXPLORATION

Iron Ore (continued)

Conceptual open cut mining of the magnetite siltstone due to the 45 degree dip is expected to be relatively straightforward and even with the overburden mining would result in an estimated waste to ore ratio of 1.6 : 1 (refer Figure 6). As such, a potential mining operation would extract all + 18%DTR grade magnetite mineralisation to at least 250 metres depth with minimal waste.

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Figure 6 : Conceptual pit to extract the magnetite bearing horizon

These results are considered to be very encouraging and Carpentaria intends to undertake further exploration of the untested magnetic units within the Core anomaly and the other large magnetic features in the project area. Orientation engineering and metallurgical research is underway to investigate the economic opportunities presented by this new discovery.

Coal

Hughenden Coal Project - (Carpentaria 100%) Terms Sheet Signed with ResCo Projects Pty Ltd

During this quarter, negotiations were undertaken on the Hughenden Coal Project with several groups as a result of third party approaches for joint venture/acquisition. On 22[nd] September, a Terms Sheet was signed with ResCo Projects Pty Ltd (ResCo Projects). Carpentaria’s wholly owned subsidiary, FTB (Qld) Pty Ltd, which holds the Hughenden Coal Project, will be vended into a new company formed by ResCo Projects to operate as a coal mining and exploration company. This company will also hold other coal projects, with Carpentaria having a 20% free carried interest to completion of a bankable feasibility study on any project in the new company. A due diligence period is currently underway.

This is considered to be a positive outcome for Carpentaria shareholders, as it not only reimburses Carpentaria for previous outlays on the project, but also increases Carpentaria’s exposure to additional coal properties in the process of being secured by ResCo Projects. Further, Carpentaria will not be required to fund any additional expenditure on the Hughenden Project or other projects until the risk has been diminished by the completion of feasibility studies.

Page 8 of 13

Carpentaria Exploration Ltd – Quarterly Report 30 September 2009

EXPLORATION Gold Copper

Lachlan Fold Belt Project - (Carpentaria 100%) - Combaning EL 6901, Glen Isla EL 6246, Dirnaseer EL 7375: Work focused on defining gold targets[1] near previous producing mines.

During this quarter, a new 100%-owned EL - Dirnaseer (EL 7375) was granted giving Carpentaria control of 1,237 sq kms in the Lachlan Fold Belt, including approximately 30km of strike length of prospective Macquarie Arc rocks proximal to the major mineralising regional structure, the Gilmore Suture. Regionally, the Gilmore Suture is thought to control the location of the Gidginbung, Cowal and Adelong gold deposits and Macquarie Arc rocks host the Cadia, North Parkes and Cowal deposits.

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Figure 7 : Location of Carpentaria Gold Prospects and Historic Mines and Deposits (GDA94, Zone 55)

Page 9 of 13

Carpentaria Exploration Ltd – Quarterly Report 30 September 2009

EXPLORATION

Gold Copper (continued)

Exploration over the Combaning licence included rock chip sampling at the Mother Shipton and Hibernia prospects, in addition to a small amount of regional rock chip sampling porphyry related mineralisation styles. Highlights of the rock chip results include peak gold values of 21.3g/t Au from Hibernia and 6.13g/t Au from Mother Shipton (Figure 7). A total of 21 rock chips were taken, and 6 samples returned greater than 0.50g/t Au with associated elevated copper (Table below). The Mother Shipton mines produced over 30,000oz of gold from hard rock and alluvial mining in the 1890s.

Petrographic analysis of rocks from Mother Shipton identified gold and copper and alteration styles similar to those observed in many Lachlan Fold Belt gold-copper porphyry systems such as Cadia. The results demonstrate that gold and copper sulfides (chalcopyrite ± bornite) are associated with zoned potassic-propylitic-phyllic alteration of gabbroic rocks with multiple phases of metal deposition.

Sampl eNo.	GDA East(m)	GDA North(m)	Prospect	Description	Au ppm	Cu ppm
CAP22 99	548863	6184274	Hibernia	quartz vein in altered andesite	21.30	63
CAP23 00	548863	6184274	Hibernia	altered andesite	4.47	255
CAP22 92	550112	6186845	Mother Shipton	altered gabbro	6.13	260
CAP22 89	550303	6186880	Mother Shipton	altered, quartz veined gabbro	1.64	229
CAP22 90	550250	6186928	Mother Shipton	quartz breccia zone	0.72	281
CAP22 91	550252	6186928	Mother Shipton	quartz breccia zone	0.63	256

Table 2 Highlight Rock Chip Results and Locations

Analytical methods : Au - Fire Assay 50g charge, Atomic Absorption Spectroscopy (AAS) finish. Cu - four acid digest, Inductively Coupled Plasma - Atomic Emission Spectroscopy (ICP-AES) finish.

At Hibernia, rock chip samples were taken from historic workings and confirmed that high grade gold veins with mineralised halos occur within an albitised, quartz-sericite altered andesite. This result is encouraging, and surface exploration of the Hibernia-Wynd’s trend will continue in an attempt to identify the most prospective zone along its 30km strike length.

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Carpentaria Exploration Ltd – Quarterly Report 30 September 2009

EXPLORATION Tantalum, Tin Nickel, Copper

Euriowie - (Carpentaria owns rights to 100% of base and precious metals other than lithium) - Reconnaissance Niton results highlight two areas with elevated tantalum, tin, nickel and copper results.

EL 6936 is centred approximately 60 km to the north of Broken Hill and contains Paleo-Proterozoic Paragon and Sundown Group metasediments prospective for Broken Hill and Century/Mt Isa style base metal deposits. A large number of dyke like Proterozoic pegmatite bodies, prospective for tin and other strategic metals, also intrude the Paleoproterozic metasediments in the EL.

A total of 298 reconnaissance Niton sites were analysed at three locations within the EL, Sundown (238 sites), Byjerkerno (39 sites) and Mount Euriowie (21 sites) as highlighted in Figure 8.

At Sundown, Niton analyses were sited to investigate an area of veined metasediments with anomalous nickel, copper and zinc (Ni, Cu & Zn) associated with a major north-south high strain zone documented in the previous quarterly report. Maximum values of 0.5% Cu, 0.4% Zn & 0.3% Ni were returned from a modest sized area of approximately 200 metres x 50 metres surrounding the area from which anomalous results were reported in the previous quarter. Detailed geological mapping and rock chip sampling for confirmation by conventional laboratory analyses are in progress and will be reported in the December quarterly.

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Figure 8 : Location of Prospects and Niton Results (GDA 94, Zone 54)

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Carpentaria Exploration Ltd – Quarterly Report 30 September 2009

EXPLORATION Tantalum, Tin Nickel, Copper (continued)

At Byjerkerno, limited Niton analyses were sited to investigate the weakly anomalous Pb & Zn geochemistry documented in the previous quarterly report. The results had an erratic spatial distribution and a maximum result of 570 ppm Zn. Further reconnaissance sample sites will be investigated in the December quarter to determine if the locality merits further investigation.

At Mount Euriowie, reconnaissance Niton analyses were made at a number of sites along a pegmatite body that was sporadically mined in the late nineteenth century for tin (Sn). The Niton returned a number of Sn and tantalum (Ta) anomalous results with maximum of 0.11% Sn and 0.38% Ta. Of the 22 sites investigated, half had reported Ta concentrations greater than 500ppm. Detailed geological mapping and further rock chip sampling for analysis via conventional laboratory methods is currently underway to assess the significance of the highly anomalous Niton Ta results which have not been previously reported at this location.

In addition to the reconnaissance Niton rock analyses, a total of 31 conventional laboratory analysed rock samples from a grid over the Trident Prospect following up a Li result of 0.96% obtained during 2008 work were also completed during the quarter. Results were modestly anomalous and are being evaluated to determine the potential for economic lithium mineralisation in the area.

Gold, Copper Mt Agate - (100% CAP)

During the quarter, a 10 line km induced polarisation (IP) survey was completed over the Mt Sheila and QMH prospects. The results from Mt Sheila show a very weak surface anomaly coincident with the interpreted source of the magnetic anomaly.

Based on the amplitude of the IP anomaly and the geochemistry returned from rock-chips (refer December 2008 Quarterly Report), the potential at Mt Sheila has been downgraded.

At the QMH prospect, a moderate amplitude IP anomaly has been detected adjacent to, and south of, the magnetic source at a depth of approximately 60 metres below surface. The IP anomaly is stronger than that recorded at Mt Sheila. Evaluation of the data is continuing to determine the prospectivity of QMH.

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Carpentaria Exploration Ltd – Quarterly Report 30 September 2009

Carpentaria Exploration Limited is an exploration company focused on ABOUT finding base metals, precious metals and bulk commodities in Eastern CARPENTARIA Australia. The Company holds 100% owned tenements in NSW and Queensland and also has a number of farm-in deals. Most tenements have known mineralised systems and are being explored using modern, efficient technologies. It is Carpentaria’s intention to become a mining company. CORPORATE Board of Directors: Principal & Registered Office: DETAILS Nick Sheard Executive Chairman Ground Floor, Boundary Crt., Stan MacDonald Non-Exec. Director 55 Little Edward St., Bob Hair Non-Exec. Director Spring Hill, Qld 4000 Mike Chester Non-Exec. Director Contact Details: Capital Structure: Email: info@capex.net.au Ordinary Shares 67,500,000 Website: www.capex.net.au Listed Options 21,447,415 Telephone: (61 7) 3161 3801 Unlisted options 6,000,000 Facsimile: (61 7) 3161 3786 PO Box 1019, Major Shareholder: Spring Hill, Qld, 4004 Giralia Resources 10% Share Registry: Stock Exchange Listing Link Market Services Limited Australian Stock Exchange Level 12, 300 Queen Street ASX Code: CAP Brisbane Qld 4000 CAPO

1 The potential quantity and grade of the exploration targets is conceptual in nature and there has been insufficient exploration to define a Mineral Resource. It is uncertain if further exploration will result in the determination of a Mineral Resource.

Competent Person Statement

The information in this report that relates to Exploration Results is based on information compiled by Mr Nick Sheard , who is a Member of the Australian Institute of Geoscientists and is a Registered Professional Geoscientist - Mineral Exploration and Geophysics. Mr Sheard is a full time employee of Carpentaria Exploration Limited and Mr Sheard has sufficient expertise which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Sheard consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

The data in this report that relates to Exploration Targets for the Hawsons Project is based on information evaluated by Mr Simon Tear and Mr Arnold van der Heyden who are Members of The Australasian Institute of Mining and Metallurgy (MAusIMM) and who have sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as Competent Persons as defined in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the “JORC Code”). Mr Tear and Mr van der Heyden are full-time employees of Hellman & Schofield Pty Ltd and they consent to the inclusion in the report of the Mineral Resources in the form and context in which they appear.

For further information please contact:

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Nick Sheard - Executive Chairman Carpentaria Exploration Limited (+617) 31613801

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Appendix 5B

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Mining exploration entity quarterly report

Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98.

Name of entity

1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 1.12 1.13 1.13 1.14 1.15 1.16 1.17 1.18 1.19 1.20 1.21 1.22	Carpentaria Exploration Limited	Quarter ended (“currentquarter”)
	ACN or ABN
	63 095 117981	30-Sep-09
	Consolidated statement of cash flows
	Cash flows related to operating activities Receipts fromproduct sales and related debtors	Current quarter $A’000	Year to date (12 months) $A’000
		-	-
	Payments for
	(a)exploration and evaluation	- 241	- 241
	(b) development (c) production
	(d)administration	- 237	- 237
	Dividends received
	Interest and other items of a similar nature received	11	11
	Interest and other costs of finance paid Income taxes paid Other	-
	Net Operating Cash Flows	- 468	- 468
	Cash flows related to investing activities Payment for purchases of: (a)prospects (b)equityinvestments
	(c)other fixed assets	- 12	- 12
	Proceeds from sale of: (a)prospects (b)equity investments (c)other fixed assets Loans to other entities Loans repaid by other entities Other
	Net investing cash flows	- 12	- 12
	Total operatingand investingcash flows(carried forward)	- 480	- 480
	Total operatingand investingcash flows(brought forward)	- 480	- 480
	Cash flows related to financing activities
	Proceeds from issues of shares,options,etc.	-	-
	Proceeds from sale of forfeited shares
	Proceeds from borrowings	-	-
	Repayment of borrowings Dividendspaid	-	-
	Other – capital raisingcosts	-	-
	Net financing cash flows	-	-
	Net increase(decrease) in cash held	- 480	- 480
	Cash at beginningofquarter/year to date	3,296	3,296
	Exchange rate adjustments to item 1.20
	Cash at end ofquarter	2,817	2,817

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Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities

1.23 1.24		Current quarter $A'000
	Aggregate amount ofpayments to theparties included in item 1.2	51
	Aggregate amount of loans to theparties included in item 1.10	-

• 1.25 Explanation necessary for an understanding of the transactions

Item 1.23 relates to Directors Remuneration, Fees and Superannuation Contributions.

Non-cash financing and investing activities

• Details of financing and investing transactions which have had a material effect on

• 2.1 consolidated assets and liabilities but did not involve cash flows

• Details of outlays made by other entities to establish or increase their share in projects in

• 2.2 which the reporting entity has an interest

Financing facilities available

Add notes as necessary for an understanding of the position.

3.1 3.2 4.1 4.2 5.1 5.2 5.3 5.4		Amount available $A’000	Amount used $A’000
	Loan facilities	-	-
	Credit standby arrangements	-	-
	Estimated cash outflows for next quarter	$A’000
	Exploration and evaluation	194
	Development	0
		Total 194
	Reconciliation of cash
	Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows.	Current quarter $A’000	Previous quarter $A’000
	Cash on hand and at bank	71	71
	Deposits at call Bank overdraft Other(provide details)	2,746	2746
		.
	Total: cash at end of quarter(item 1.22)	2,817	2,817

Changes in interests in mining tenements

Interests in mining tenements relinquished, reduced or lapsed

• 6.2 Interests in mining tenements acquired or increased

Nature of interest (note (2))	Interest at beginning of quarter

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Issued and quoted securities at end of current quarter

Description includes rate of interest and any redemption or conversion rights together with prices and dates.

7.1 7.2 7.3 7.4 7.5 7.6 7.7 7.8 7.9 7.10 7.11 7.12		Number quoted	Issue price per security (see note 3) (cents)
	Preference +securities (description) Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy-backs, redemptions
	+Ordinary securities Quoted	55,178,410
	Options Quoted (Exercisable on 30 June 2010)	21,447,415 12,321,590	0.25
	+Ordinary securities Un-Quoted(restricted) Changes during quarter
	(a) Increases through issues
	(b) Decreases through returns of capital, buy-backs
	+Convertible debt securities(description) Changes during quarter (a) Increases through issues (b) Exercise of Options
	Options (description and conversion factor) Issued during quarter Exercised during quarter Expired during quarter	Number	Exercise price Expiry date
		3,700,000	0.30 30-Jun-10
		500,000	0.27 30-Jun-10
		800,000	0.15 30-Jun-10
		1,000,000	0.114 30-Jul-12
		-	-
		-	-
	Debentures (totals only)	-
	Unsecured notes(totals only)	-

Compliance statement

• 1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Law or other standards acceptable to ASX (see note 4).

• 2 This statement does give a true and fair view of the matters disclosed.

_______ Company Secretary Chris Powell

20/10/2009

• 1 This quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.

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• 2 The “Nature of interest” (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and 6.2.

• 3 Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities .

• 4 The definitions in, and provisions of, AASB 1022: Accounting for Extractive Industries and AASB 1026: Statement of Cash Flows apply to this report.

• 5 Accounting Standards ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.