2010

CORPORATE DIRECTORY CONTENTS
DIRECTORS SHARE Profile 2

Peter Maloney
NoN-Executive Chairman
REGISTRY Chairman’s Report 3
Security Transfer Board of Directors 5
Bruce McFadzean Registrars Pty Ltd
Managing Director & CEO 770 Canning Highway Corporate 7
John Rowe Applecross WA 6153 Management Staff 9
Non-Executive Director Telephone Review of Operations 13
Barry Sullivan (618) 9315 2333
Resource Development and Exploration 15
Non-Executive Director Facsimile
(618) 9315 2233 Cracow Gold Project 23
Graham Freestone
Non-Executive Director Email Mineral Resource and Ore Reserves 26
Murray Pollock registrar@securitytransfer.com.au Directors’ Report 30
Non-Executive Director
Auditor’s Independence Declaration 49
AUDITORS Corporate Governance Statement 50
COMPANY Deloitte Touche Tohmatsu
Statement of Comprehensive Income 55
SECRETARY Level 14, Woodside Plaza
240 St George’s Terrace Statement of Financial Position 56
Graham Anderson PERTH WA 6000
Leonard Math Statement of Changes in Equity 57
Telephone
Statement of Cash Flow 58
SENIOR (618) 9365 7000
Facsimile Notes to the Financial Statements 59
MANAGEMENT (618) 9365 7001 Independent Audit Report 107
Bruce McFadzean
ASX Additional Information 109
Managing Director & CEO
STOCK
Erik Palmbachs
Chief Financial Officer EXCHANGE
Stuart Pether
Chief Operating Officer
LISTING
Securities in
John Fraser Catalpa Resources Limited
General Manager Edna May are listed on:
Gold Project Australian Stock Exchange Limited
Nick Winnall Home Branch – Perth
Manager Exploration ASX Code – CAH, CAHOB
Adrian Pelliccia
Manager Business Development
John Winterbottom
WEBSITE
www.catalparesources.com.au
Manager Geology
REGISTERED &
PRINCIPAL
OFFICE
Level 1, 9 Havelock Street
West Perth WA 6005
Telephone
(618) 9321 3088
Facsimile
(618) 9321 8804
Email
manager@catalparesources.com.au
2010 CATALPA RESOURCES ANNUAL REPORT

COMPANY
PROFILE
Catalpa Resources Limited (ASX: CAH) has two Australian gold assets; a 100% interest in the 100,000 ounce
per annum Edna May Gold Project in Western Australia and a 30% interest in the 100,000 ounce per annum
Cracow Gold Project in Queensland (70% Newcrest Mining Limited).
Catalpa has a combined Mineral Resource of almost two million ounces and a combined Ore Reserve of 1.1
million ounces of gold. The Cracow and Edna May Gold Projects will provide a sustainable long life cash flow to
fund Catalpa’s growth strategy.
Catalpa continues to target growth in Resources and Reserves at Cracow and Edna May with over A$7 million
of committed exploration expenditure for FY2010/11 at both operations. In parallel, the Company continues to
proactively identify and assess other production growth opportunities that will assist the Company to rationally
grow in line with it’s Five Year Strategic Plan.
2009/10 HIGHLIGHTS
7 July 2009 Construction commenced at the Edna May Gold Project
10 December 2009 Merger with Lion Selection Limited completed – Catalpa acquires 30%
stake in Newcrest’s Cracow Gold Project
10 December 2009 New Board appointed to drive growth strategy
10 December 2009 One for eleven share consolidation completed
14 December 2009 First production blast at the Edna May Gold Project
10 March 2010 Catalpa joins the ranks of Australia’s top 300 listed companies with maiden
listing on ASX300
28 April 2010 First production gold pour at the Edna May Gold Project
27 May 2010 Edna May Gold Project Ore Reserve increased to above one million ounces
31 July 2010 Edna May Gold Project concludes ramp up phase of commissioning
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CHAIRMAN’S
REPORT

Dear Shareholders
It has been an eventful year, and one in which we have The merger aside, Catalpa’s primary focus in the
built a solid foundation to deliver shareholder value last twelve months has been the construction and
for many years to come. At the start of the 2009/10 commissioning of the Company’s flagship Edna
financial year, Catalpa was a junior gold explorer and May Gold Project. Achieved two months ahead of
emerging developer, with our Edna May Gold Project schedule, within the A$92 million project budget
in Western Australia just commencing construction. and most importantly, with no Lost Time injuries on
In the twelve months that followed, we made the site throughout the construction and commissioning
transition from explorer to successful developer and phases, the successful commissioning of the Edna May
significantly, gold producer. Today Catalpa has two Gold Project has truly cemented Catalpa’s credentials
quality gold assets with combined projected production as a successful gold project developer.
of more than 130,000 ounces of gold per annum.
We also achieved further exploration success at the
We officially joined the ranks of Australian gold Edna May Gold Project in the past year, and on 27
producers following the successful merger with Lion May 2010 the project’s Ore Reserve breached the
Selection Limited on 10 December 2009, when we one million ounce mark, and extended the life of mine
acquired a 30% stake in the Cracow Gold Project in beyond nine years. We are confident in the ongoing
Queensland. It was Edna May’s first production gold exploration upside of both the Edna May Gold Project
pour on 28 April 2010 that marked Catalpa’s debut as and the Cracow Gold Project, and will continue to
a gold mine developer and producer in its own right. invest in exploration to ensure the sustainability of both
of these assets.
The merger with Lion Selection Limited, previously
Catalpa’s largest shareholder (46.9%), delivered Catalpa continues to strengthen its ties with the
not only our first revenue-generating gold asset, community of Westonia, which is home to the Edna
but also afforded us the opportunity to restructure May Gold Project, and on 1 August this year, joined the
the Company’s share register, with a one for 11 community in celebrating both the official opening of
consolidation of our shares and the elimination of a the project and the centenary of the first discovery of
majority ownership position, creating opportunities to gold in the town in 1910.
attract a new genre of investors.
I’d like to thank Catalpa’s Board of Directors, its
As a consequence of the merger, Catalpa’s Board was management team under the excellent leadership of
reshaped, with my appointment as Non-Executive Managing Director, Bruce McFadzean and all of our
Chairman, and the appointment of Mr Graham employees, contractors and service providers for their
Freestone as Non-Executive Director. At the same collective contributions to the successes of the year
time Mr John Rowe stepped down as Chairman, but past, and their ongoing commitment to Catalpa’s
continues to serve on the Board as Non-Executive future growth.
Director. Mr Nigel Johnson retired from the Board.
Thank you to our shareholders for your continued
I would like to acknowledge Mr Rowe’s outstanding support. We are committed to maximising shareholder
stewardship of Catalpa during extremely difficult times. value from Catalpa’s quality gold assets against the
Similarly, I would also like to acknowledge the efforts backdrop of a continuing strong outlook for gold.
and contribution of Mr Nigel Johnson. Catalpa has a
strong Board, with extensive depth of experience to PETER MALONEY
pursue continued rational growth. CHAIRMAN
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BOARD OF
DIRECTORS

Peter Maloney B Comm, MBA
Mr Maloney has broad commercial, financial and management expertise and experience.
In a long career with WMC Resources, he held the positions of Treasurer, Executive Vice
President Americas and Manager Commercial and Marketing – WA. He has also been
Executive General Manager Finance at Santos, Chief Financial Officer at F H Faulding
and Chief Financial Officer of Lion Selection. Mr Maloney has also been a Non-Executive
director of several companies and organisations, including Indophil Resources, Barra
Peter Maloney Resources and Chairman of Southern Health, the largest healthcare provider in Victoria.
B CommBA Mr Maloney holds a Bachelor of Commerce from the University of Melbourne and an MBA
Non-Executive Chairman from University of Rochester. He has also completed the Advanced Management Program
at Harvard Business School.
Mr Maloney has not held any other listed company directorships within the last 3 years.
Bruce McFadzean Dip Mining, FAusIMM

Mr McFadzean, a mining engineer, brings over 30 years of management, mining, processing
and project “start up” experience to the organisation, half of which was gained in the
employ of global resources brands, Rio Tinto and BHP Billiton. Mr McFadzean has broad
Bruce McFadzean commodity experience in gold, iron ore, diamonds and nickel/cobalt and in a wide range of
Dip Mining, FAusIMM roles including corporate, managerial, technical
Managing Director & CEO and operational.
Mr McFadzean is a Non-Executive Director of Venture Minerals Limited.
John Rowe BSc (Hons), ARSM, MAusIMM

Mr Rowe brings a wealth of geological and business development skills to the
Company. Mr Rowe has 40 years experience within the nickel and gold industries of
Western Australia. He has held a variety of positions in mine management, exploration and
business development and was previously employed as an executive of Lion
Ore in Australia.
John Rowe
BSc (Hons), ARSM, MAusIMM Mr Rowe is also a Non-Executive Director of Panoramic Resources Limited (since 2006)
Non-Executive Director and Southern Cross Goldfields Limited (since April 2010). He was a Non-Executive Director
of Perseverance Corporation Limited from 19 September 2007 to 18 February 2008. Mr
Rowe has not held any other listed company directorships within the last 3 years.
Barry Sullivan BSc (Hons), ARSM, FAusIMM, MAICD

Mr Sullivan is an experienced and successful mining engineer with a career spanning 40
years. His initial mining experience was gained in the South African gold mining industry,
followed by more than 20 years with Mount Isa Mines. In the final 5 years of his tenure
Barry Sullivan with MIM, Mr Sullivan was Executive General Manager responsible for the extensive Mount
BSc (Hons), ARSM, FAusIMM, MAICD Isa and Hilton operations. More recently, Mr Sullivan has been working with a number of
Non-Executive Director smaller exploration and mining companies.
Mr Sullivan is a Non-Executive Chairman of Exco Resources.
Murray Pollock MAICD

Murray Pollock is a businessman with 40 years experience within the mineral resource
sector, principally in drilling. Mr Pollock is a drilling and mine management services
consultant for several companies.
Murray Pollock Graham Freestone BEc (Hons)

MAICD Mr Freestone has over 40 years experience in the natural resources industry. He has
Non-Executive Director a broad finance, corporate and commercial background obtained in Australia and
internationally through senior finance positions with the Shell Group, Acacia Resources
and AngloGold. Mr Freestone had a leading role in the float of the Shell Group’s Australian
gold interests in 1994 through Acacia Resources Limited and was Acacia’s Chief Financial
Officer and Company Secretary from 1994 until 2001. From 2001 to 2009 he was a
Non-Executive Director of Lion Selection Group and its Audit Committee Chair. He became a
Director and Chair of the Audit and Risk Committee of Catalpa Resources Limited in 2009.
Mr Freestone was previously a Non-Executive Director of Lion Selection Limited until its
merger with Catalpa Resources Limited; AuSelect Limited (resigned 7 December 2007) and
Graham Freestone Lion Selection Group Limited (resigned 7 December 2007). Mr Freestone has not held any
BEc (Hons) other listed company directorships within the last 3 years.
06
17
CORPORate
Merger Board Restructure A$20 Million Equity Raising

To facilitate the Restructure and to accelerate
On 10 December 2009 Catalpa successfully completed As part of the merger process, Catalpa’s Board was
a merger with its then largest shareholder, Lion restructured, bringing additional depth of M & A Catalpa’s growth the Company undertook a combined
Selection Limited (Lion). The merger was implemented experience and financial and commercial expertise to Share Placement and Entitlement Offer to raise A$20
via a Scheme of Arrangement of Lion shareholders, support the Company’s growth objective. million before costs.
following which Catalpa acquired all of the shares in Share Placement
On 10 December 2009, Mr Peter Maloney was
Lion. Under the Scheme, Lion shareholders received Catalpa placed 7,575,758 fully paid ordinary
appointed as Non-Executive Chairman and Mr Graham
one Catalpa share for each Lion share they held, post shares at A$1.32 per share to raise total
Freestone as Non-Executive Director. Mr John Rowe
Catalpa undertaking a one for 11 share consolidation. proceeds of A$10 million before costs.
stepped down as Non-Executive Chairman however
The merger amalgamated Catalpa’s 100,000 ounce continued to serve on the Board as a Non-Executive The Placement price represented a discount of
per annum Edna May Gold Project in Western Director of the Company. 11.4% to the closing price of Catalpa shares
Australia and 30% ownership of the 100,000 ounce on 11 March 2010 and a 5.6% discount to
Mr Nigel Johnson resigned as a Director of the the 20 day volume weighted average price (VWAP).
per annum Cracow Gold Project in Queensland, and
Company, with the Board expressing its sincere The Placement introduced two new large long term
marked an important step in Catalpa’s journey towards
appreciation to Mr Johnson for his valuable institutional investors to Catalpa’s register.
establishing a new mid-tier Australian gold producer.
contribution to the growth of the Company.
Under the merger, Catalpa received A$1.5 million in Entitlement Offer
cash, net Cracow Gold project revenue from 1 August Share Cancellation An Entitlement Offer to Eligible Shareholders
2009 – 10 December 2009, Lion forfeited all its At a General Meeting on 18 February 2010, Catalpa raised A$10 million via the issue of 8,013,378
options held in Catalpa, and Catalpa acquired a pre- shareholders approved the consolidation of its share new Catalpa shares at A$1.25 per share on
emptive right over Newcrest’s 70% stake in Cracow. structure via the cancellation of 49,922,703 shares the basis of one new Catalpa share for every
The Cracow Gold Project has a history of steady previously held by AuSelect Limited, which was 19 shares held. The offer was heavily
gold production of over 100,000 ounces per annum acquired by Catalpa during the merger, and effectively oversubscribed with applications received for A$30
for the past five years and it is considered to have completed the merger and share consolidation million worth of shares under the Entitlement Offer
considerable exploration upside. The acquisition of a process, leaving Catalpa’s share register considerably and oversubscription facility.
stake in this quality gold asset provided Catalpa’s first cleaner and strengthening the underlying share value
revenue-generating operation. of remaining shares for Catalpa shareholders.
The benefits of the merger are many, as highlighted in Debt Restructure

the Company’s 2009/10 annual report. In summary, In March 2010, Catalpa restructured the A$10 million
as a result of the merger, Catalpa realised the following mezzanine portion of the Company’s A$65 million debt
additional benefits for its shareholders: facility with Macquarie Bank Limited (MBL).
• A significant increase in the size and Under the debt restructure Catalpa converted the A$10
scale of Catalpa’s operations; million Mezzanine Loan Facility into the existing Project
• Two significant assets: Loan Facility. This resulted in no change to Catalpa’s
total debt position, but resulted in an ongoing interest
-100% ownership of the 100,000 ounce saving of 2.5% per annum on the amount converted.
per annum Edna May Gold Project; and Under the Restructure arrangement, MBL also
-30% joint venture interest in Cracow relinquished an entitlement to the issue of 6.06 million
Gold Project in Queensland with a Catalpa options with an exercise price of A$0.825,
share of current production of which would have been issued on drawdown under
around 30,000 ounces per annum at the Mezzanine Loan Facility. In consideration for these
a cash cost of less than A$600 changes, Catalpa issued MBL with 500,000 Catalpa
per ounce
fully paid ordinary shares.
• Significant potential to add additional
resources and reserves at both Edna
May and Cracow Gold Projects through
near mine exploration success;
• Pre-emptive right over Newcrest’s 70%
interest in the Cracow Gold Project; and
• Removal of Lion selection controlling
shareholding to encourage greater
share liquidity.

Maiden ASX300 INCLUSION Management Restructure
On 19 March 2010, Catalpa joined the ranks of Australia’s • Mr Stuart Pether was appointed to the role
top 300 companies, with a maiden inclusion in Standard of Chief Operating Officer (COO);
& Poor’s ASX300 list. Inclusion is based on the aggregate
• Mr Adrian Pelliccia, formerly Catalpa’s
market capitalisation and liquidity of stocks for the Manager Geology, was appointed to
preceding six months as a basis for eligibility. Manager Business Development;
Five Year Strategic Plan • Mr John Winterbottom was appointed to
Catalpa’s Board and management participated in a series fill the Manager Geology role vacated by
of facilitated strategic planning workshops, to define the Mr Pelliccia; and
strategic operating and growth plan for the Company out to • Mr John Fraser was appointed to the
June 2015. This process facilitated Catalpa’s; role of General Manager - Edna May Gold
Project following the successful
• Vision statement
commissioning of THE project.
• Core values and objectives
In June, Catalpa participated in the Renaissance Minerals
• Five Year Strategic Growth plan to produce IPO acquiring a strategic stake with 2,800,000 shares
more than 500,000 ounces of gold per representing 4.6% of the issued capital of the Company.
annum by July 2015
Renaissance is the beneficial owner of the Radio Project
Vision Statement centred on the historic Radio Gold Mine, located 40
kilometres north of Southern Cross and includes a number
“Catalpa will be a of historical gold workings and exploration targets that
safe, significant and are considered to be prospective for the discovery of high
grade gold resources. The Radio Project is approximately
successful gold 50 kilometres from the Edna May Gold Project.
company focusing
on delivering
rational growth, COMPANY VALUES VALUE TO
cash generation and AND CULTURE SHAREHOLDERS
stakeholder rewards” • SAFE, FOCUSED AND
SUCCESSFUL
• 20% ANNUAL RETURNS TO
In line with it’s Five Year Strategic Plan, Catalpa SHAREHOLDERS
restructured its management team to provide capacity for
• BOLD, CONSIDERED AND AGILE • MARKET CAP OF $A 2-3 BILLION
a dual focus on both operations management and • OPEN AND HONEST • ORGANIC AND ACQUISITION
business development.
• ACCOUNTABLE AND RESULTS GROWTH FROM SIGNIFICANT
ORIENTATED CASHFLOW
SUBSTANTIAL GOLD REPUTATION

PRODUCER • MARKET RECOGNITION
• PRODUCING OVER 500,000 • CORPORATE GOVERNANCE
OUNCES of gold Per annum • SUPERIOR PERFORMANCE
• COST FOCUSED IN SAFETY, ENVIRONMENTAL,
TECHNICAL AND OPERATIONAL
• OPERATIONAL CONTROL OF LONG MANAGEMENT
LIFE PROJECTS
• TALENTED, MOTIVATED AND
ENGAGED WORKFORCE
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MANAGEMENT
STAFF

Bruce McFadzean Dip Mining, FAusIMM
Mr McFadzean, a mining engineer, brings over 30 years of management, mining,
processing and project “start up” experience to the organisation, half of which was
gained in the employ of global resources brands, Rio Tinto and BHP Billiton. Mr
McFadzean has broad commodity experience in gold, iron ore, diamonds and nickel/
cobalt and in a wide range of roles including corporate, managerial, technical and
Bruce McFadzean operational.
Dip Mining, FAusIMM Mr McFadzean is a Non-Executive Director of Venture Minerals Limited.
Managing Director & CEO
ERIK PALMBACHS
Mr Palmbachs is an experienced CFO and holds an MSc in Mineral Economics and
a Bachelor of Business (Accounting). He is a member of the Australian Society of
Accountants (AASA, CPA) and has over 30 years hands-on experience, much of which
was gained in the resources sector.
ERIK PALMBACHS STUART PETHER

Chief Financial Officer
Mr Pether is an experienced Mining Engineer and holds a BEng (Mining) with over 20
years hands-on and technical experience in the resources sector. Mr Pether has worked
in various operational, managerial, technical and corporate roles in Australia and Canada
in his career covering several commodities predominately in gold, nickel and zinc. Mr
Pether is equally skilled in both open pit and underground mining environments.
JOHN FRASER
Mr Fraser holds a BSc(Eng) in Metallurgy, Minerals Processing Option, and has over 25
STUART PETHER
years of processing experience covering operational and technical roles. This includes
Chief Operating Officer
recent project management and commissioning experience. In Mr Fraser’s career he has
predominately worked in the nickel and minerals sands commodities.
NICK WINNALL
Mr Winnall holds a BSc (Hons) in Geology and is a Member of Australasian Institute of
Mining and Metallurgy. Mr Winnall has 30 years of experience in his field, with 20 years
experience as exploration manager in Western Australian. Notably, Mr Winnall headed
JOHN FRASE up the team in Meekatharra that found in excess of 3 million resource ounces of gold
General Manager – Edna May between 1992 and 1998. Mr Winnall is equally experienced in greenfield exploration
and orebody extension, using numerous geophysical and geochemical techniques.
ADRIAN PELLICCIA
Mr Pelliccia holds a B.Sc. Hons (Geology), a Postgraduate Diploma in Applied Finance
and Investment and is a Member of the Australasian Institute of Mining and Metallurgy.
He has worked in various operational, technical and corporate roles in his career
within the gold and nickel industries of Western Australia and Victoria. Mr Pelliccia
NICK WINNALL is experienced in mineral resource evaluation in both underground and open pit
Geologist Exploration Manager environments.
JOHN WINTERBOTTOM
Mr Winterbottom holds a B.Sc. (Geology) as well as a Post Graduate qualification in
Geostatistics. He is a member of the Australian Institute of Geoscientists. In his career
of more than 20 years, Mr Winterbottom has worked in various roles, his most recent
role being Senior Resource Geologist for Territory Resources Limited and Geological
Superintendent for Minara Resources Limited. Mr Winterbottom is an experienced
ADRIAN PELLICCIA geological team manager, with specific expertise in ore resource estimation and
Manager Business Development geological data evaluation. He also brings considerable expertise in due diligence
investigations, resource audits, the design of resource and grade control drill programs
and various geological modelling software applications
JOHN WINTERBOTTOM
Manager - Geology
10
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EDNA MAY
GOLD PROJECT
The following images capture the milestones in the project progress:
7 July 2009
Plant construction contractor, GR Engineering
Services formally appointed and site works
and refurbishment underway.
15 October 2009
Mining fleet delivered to site
and 24/7 mining commences.
30 November 2009
Ball mill installed
14 December 2009
First production blast on the northern crest
of the pit

A Record of Achievement
The construction of the Edna May Gold Project process plant commenced on 7 July 2009, and was completed ten months later, two
months ahead of schedule and within the A$92 million project budget. The dry and wet commissioning of the process plant was officially
achieved on 15 May 2010 upon successful performance testing of the process plant.
28 April 2010
First production gold pour.
15 May 2010
Process plant fully
commissioned.
1 August 2010
Premier Colin Barnett shares in official
opening celebration.
The official opening coincided with the

centenary of the discovery of gold in
Westonia in 1910 – Catalpa staged a joint
celebration with the community of Westonia.
12
17
EDNA MAY
GOLD PROJECT
REVIEW OF OPERATIONS
Catalpa has two producing gold assets, 100% of the At the completion of the pre stripping activities Catalpa The acceleration of the waste stripping has been
100,000 ounce per annum Edna May Gold Project in has elected to moderately accelerate waste stripping achieved by a small change to the long term mining
Western Australia, and a 30% interest in the 100,000 to provide several near, medium and long term fleet from a single 120 tonne excavator and five trucks
ounce per annum Cracow Gold Project in Queensland opportunities, including: to a single new 190 tonne excavator and six trucks
(70% Newcrest Mining Limited), providing a current resulting in lower unit operating costs.
• Accelerated construction of ten metre
combined average annual production of approximately high noise bund walls on the south side Ore supply to the process plant for the commissioning
130,000 ounces of gold. of the pit. The noise bund walls protect and ramp up phases of processing has predominately
the town from noise generated by 24
EDNA MAY GOLD PROJECT hour mining operations and are part of been sourced from previously mined stockpiles. The
(100%) Catalpa’s environmental license. The bund reconciled processed grade of the stockpiles was
0.88g/t Au which is approximately ten percent higher
walls will be completed within the first
Catalpa’s wholly-owned Edna May Gold Project is than the grade control estimate.
quarter of FY 2011;
conveniently positioned just two kilometres from the
infrastructure of Westonia, on the eastern edge of WA’s • Removal of the mine waste : ore strip Consistent access to the open pit ore source
wheatbelt region. The mine is half way between Perth ratio peak identified in years three and commenced in late August 2010, with initial Catalpa
and Kalgoorlie and ideally situated to be serviced by four of the Bankable Feasibility Study grade control activities in newly exposed parts of the
(BFS) mine schedule, removing the need ore body confirming the Bankable Feasibility Study
either of these major mining centres. for a second mining fleet to provide for
scheduled ore supply; (BFS) estimates of the Edna May ore body grades
With its robust economics, geologically and and tonnages.
metallurgically well defined ore-body, unusually high • Geotechnical requirements to flatten
Ore Reserve confidence and excellent gold recovery the pit wall slope angles in the upper
rate of more than 92%, Catalpa’s Edna May Gold oxidised zone following a circular
Project offers an attractive, long-term platform to failure in the weathered zone on
grow a significant gold Company in line with our northern wall on the open pit;
communicated Five Year Strategic Plan. • The capacity to increase the process
feed grade via a cut over or a higher cut
Catalpa’s mine and processing schedule demonstrate off grade (COG) strategy resulting from
average gold production at Edna May of 100,000 positive analysis of grade control data;
ounces of gold per annum for the present ‘life of mine’ and
of more than nine years.
• Accelerated construction of a larger
Health, Safety and tails storage facility to provide for
28 million tonne tails capacity or
Environment approximately nine years of process life.
The Edna May Gold Project has maintained a Lost-Time
Injury (LTI) free record throughout the construction,
commissioning and production ramp up phases,
continuing the project’s excellent safety record.
Catalpa has completed all of the relevant statutory
licenses and permitting to commence and continue
operations at the Edna May Gold Project.
Catalpa continues to aspire to meet or exceed all
environmental commitments, with no significant
reportable incidents.
Mining
Mining operations commenced in October 2009
alongside process plant construction activities including
the establishment of site roads, project infrastructure
and pre strip activities. The pre-strip focused on
removing waste material from both the north and south
sides of the Edna May ore body to expose ore supply
for the next two years.

Processing Reliability of refurbished electrical motors and electrical
components. These issues were managed by an
Community
Wet and dry commissioning of the Edna May Gold Catalpa has forged strong ties with the community of
adequate supply of commissioning spares and resolved
Project processing plant was completed on 15 May Westonia, which is host to the Company’s Edna May
by the replacement of some minor electrical control
2010 upon successful performance testing of the plant Gold Project. The community has welcomed Catalpa’s
systems and an upgrade to earth leakage system
at its 2.8Mtpa design capacity. staff and contractors, who enjoy the shared use of the
within main site transformer.
community’s considerable amenities. From the outset,
The ramp up phase of the processing plant was
Failure of the ball mill trunion bearing and clutch in Catalpa expressed a commitment to supporting the
conducted on a range of material types sourced
June 2009 which was immediately repaired from local communities, providing commercial opportunities
from previously mined stockpiles of open pit and
Catalpa’s large spare component holding. for local service providers, and local and regional
underground ore and selected in pit ore providing a
employment.
blend of oxide, transition and fresh material types. The The commissioning of the process plant on a range of
ramp up phase achieved the following positive results: ore material types have identified an inadequacy in the Catalpa has conducted a number of community
SAG mill liner design. A detailed review the SAG mill consultation forums in the regions surrounding its Edna
• Early indications of achieving BFS gold
recovery of 91.6%; liners has commenced with the liner supplier and mill May Gold Project which has underpinned Catalpa’s
grinding experts. It is anticipated that the accelerated successful local recruitment drive. Approximately 35%
• Consistent recovery of gravity gold wear will decrease as more consistent life of mine ore of Catalpa’s workforce is local or regional residents. We
up to 40% feed grade compared to a BFS look forward to growing this over the 2011 operating
target of 30%; feed is presented to the process plant and an improved
liner design is implemented over the September and period.
• Better than expected gold leach December quarters in 2010.
performance; On 1 August 2010, Catalpa joined the community in a
The ramp up to steady-state production capacity of joint celebration of the Edna May Gold Project official
• Early return of process water from 2.8Mtpa was achieved in the September quarter 2010. opening and the centenary of the first gold find in
the tailings storage facility resulting Westonia in 1910.
in reduced reagent consumption and
improved operational stability within the
Gold Production
The Edna May Gold Project produced 9,808 ounces of The joint celebration further strengthened the close
process plant; and ties between Catalpa and the community. WA Premier
gold during the production ramp-up phase, which was
• With specific ore types, the consistent delivered into the Company’s hedge book at A$1,553 Colin Barnett, and the Honourable Ministers Norman
testing of the process plant at per ounce, for total sales revenue of in excess of Moore (WA Minister for Mines and Petroleum) and
production rates of up to 3.2 Mtpa, A$15 million. Brendon Grylls (Minister for Regional Development)
enabling the identification of presided at the opening ceremony which marked a new
bottlenecks and constraints for the Notably, the Edna May Gold Project was cash positive chapter in the town’s long mining history.
planned upgrade of throughput capacity from operations during the commissioning and ramp-
to 3.2Mtpa from July 2012. up phase.
The ramp up phase was impacted by a number of
operational and mechanical issues including:
Consistent water supply whilst process water return
from tailing storage facility was stabilised and initial
commissioning of dewatering bores. The water
supply issues have been addressed by the successful
establishment of additional water bores and the
commitment to the construction of a process plant
tailings thickener to address longer term water
requirements.
EXCAVATOR AND TRUCK MINING WASTE PRE STRIP
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REGIONAL GEOLOGICAL
SETTINGS
The Edna May Gold Project is surrounded by exploration tenure held 100% by
Catalpa. Catalpa controls most of the under-explored Westonia Greenstone
Belt that displays many geological similarities with the adjacent Southern
Cross Greenstone Belt, which is host to several operating and historic gold
mines that have produced in excess of 12 million ounces of gold.
The gold mineralisation is hosted in three en echelon tonalitic gneiss
intrusions, namely Edna May, Greenfinch and Golden Point. The intrusions are
bound to the north by an ultramafic amphibolite and a mafic amphibolite to
the south.
The central Edna May gneiss forms a continuous but irregular body over a
one kilometre strike with an average thickness of approximately 100 metres.
The body of gneiss strikes to the WNW and dips at 70 degrees NNE.
Larger tonnage and lower grade mineralisation comprises swarms of thin
sheeted quartz veins throughout the gneiss that generally follow the gneissic
foliation but can cross cut to form stockworks and higher grade quartz reefs.
Gold is also associated with alteration selvedges consisting of diopside,
amphibole, biotite and silica with minor associated sulphide minerals.
Individual veins are generally less than 5 centimetres thick but locally can be
up to several metres wide. Veining tends to be better developed in the footwall
of the Edna May Gneiss and are generally sulphidic with the dominant
sulphide being pyrrohtite and lesser amount of galena, pyrite, chalcopyrite,
molybdenite and sphalerite. Scheelite and wolframite also occur.
Post-mineralised leucogranite and pegmatite dykes intrude the gneiss and
in places stope out parts of the gold mineralisation. Total oxidation occurs to
about 30 metres depth on the western edge of the deposit increasing to 60
metres on the eastern flank.
Regional Westonia Belt

showing Tenements

RESOURCE DEVELOPMENT
AND EXPLORATION
edna may gold project

mine site layout
Resource Drilling
In October 2009, Catalpa concluded sixteen RC
and diamond drill holes for 4,000 metres as part
of a confirmation drilling program. The campaign
was designed to increase confidence in the
Edna May deposit geology and grade of gold
mineralisation at depth, with a view to upgrading
open pit Resources from Inferred to Indicated.
The broad drill intercepts demonstrated the
substantial potential for the reef-hosted gold
lodes at the Edna May Gold Project to be
developed as underground mining operations;
potentially concurrent with open pit mining.
The vertical continuity of gold mineralisation is
excellent and all of the identified gold deposits
remain open at depth.
Following the above program, on 2 December
2009 Catalpa announced an updated Mineral
Resource and Ore Reserve delivering a 16
percent increase to gold ore Reserves, and a 13
percent increase in the Mineral Resource at the
Edna May Gold Project.
All three deposits at the Edna May Gold Project
reamain open at depth and will be the focus of
drilling in the near term.
EDNA MAY AND GOLDEN POINT

SCHEMATIC CROSS SECTION
16
AND EXPLORATION
Edna May Gold Project longsection

and diamond drill targets
Golden Point
Two holes (EMD011 & EMD013) were extended
into the footwall volcanics during a program of
resource definition drilling of the Edna May deposit
to scope depth extensions of the Golden Point
Gneiss. These holes identified a broadening of
the favourable Golden Point Gneiss host lithology
at depth and returned anomalous mineralisation,
including quartz reef intercepts with visible gold
that required further follow up and elevated the
Golden Point Gneiss zone as a priority for near
mine exploration.
A review of all drilling data at Golden Point
identified shallow mineralisation proximal to the
Edna May Gneiss that had the potential to be
incorporated into the final pit design.
An Inferred open pit shell was used to develop
a drilling program consisting of 81 holes for
7,644 metres on a 20 metre x 25 metre spacing
and targeting an area 500 metres immediately
south-east of the Edna May open pit. This
program commenced in March 2010 and returned
a number of significant mineralised intercepts
enabling the conversion of the Inferred Resource
to a Proved and Probable maiden Ore Reserve of
37,000 ounces from Golden Point.
GOLDEN POINT FINAL

PIT DESIGN

EDNA MAY HINGE
INTERPRETED EXTENSION
Edna May Underground

In line with Catalpa’s Five Year Business Plan, planning for the
next round of deep diamond exploration holes was completed
during the last quarter of the financial period to scope the
opportunity for underground ore sources. The program
commenced in August 2010 and consists of approximately
10,000 metres of surface diamond drilling targeting the Edna
May Reef extensions below the current final pit design.
The program is anticipated to deliver a maiden underground
Mineral Resource in the first quarter 2011, followed by an EDNA MAY UNDERGROUND
underground feasibility study. VISIBLE GOLD IN EDNA MAY REEF BELOW PIT
Preliminary results are encouraging, confirming the high grade
nature of the mineralisation and current geological interpretation.
18
17
AND EXPLORATION
Greenfinch section 10750E – Future

opportunity for depth extension
Greenfinch section 10750E – Future

opportunity for westerly extension
Greenfinch
Approximately 10,000 metres of reverse
circulation drilling within the current Resource
at Greenfinch is planned for mid 2011 to
provide detailed information at a grade control
resolution. The drilling program will culminate
in a grade control model in preparation for
mining a starter pit upon obtaining statutory
approval of a revised Mining Proposal to be
submitted in late 2011.
Further reverse circulation drilling programs
of up to 10,000 metres will be drilled in 2011
seeking to extend the Greenfinch Resource
along strike and at depth.
The Greenfinch deposit remains highly
prospective. As depicted in the sections above,
broad zones of high grade mineralisation
remain open.

EXPLORATION TARGETS ON
AERO MAGNETICS
Exploration at the Edna May Gold Project during the period focused on A magnetic low target, Townrow East, located one kilometre from the Edna
regional targets, resource drilling to increase confidence of the Edna May May pit, defined a broad 35 metres downhole intercept of gold anomalism
Mineral Resource at depth, and resource definition drilling at the Golden containing 3m @ 1.15g/t Au. The intercept occurs at the favourable
Point deposit. hangingwall of a gold-mineralised Edna May Gneiss dyke.
In addition to organic growth, Catalpa is also seeking further regional third Similarly at nearby Menegola, located 300 metres from the Greenfinch
party exploration opportunities outside the Projects immediate landholding Resource, Edna May Gneiss containing anomalous values to 3m @ 0.2 g/t Au
that have potential to deliver high grade feed and increase the annual ounce was identified. Elsewhere the shallow drilling of the broad auger anomalies
profile of the Edna May Gold Project in line with Catalpa’s Five Year Plan. at Stoneman, Battler West and Colossus North successfully localised the
probable source of the gold-in-auger anomalism where closer and deeper
Regional Exploration drilling is planned.
Last year’s regional auger geochemical sampling program that was carried
out along strike of the Edna May Gold Project yielded encouraging results.
The program defined coherent surface geochemical anomalies of up to two
kilometres wide, and also produced several new anomalies in previously
unexplored areas underpinning previous promising exploration results
identified in 2008.
This year, follow up infill sampling and RAB testing of the target anomalies
was carried out in the March quarter, comprising 345 holes for 6,116 metres
to test broadly defined gold-in-auger anomalies, historical workings and
prospective magnetic lows which produced six promising areas for deeper
follow up drilling.
20
17
AND EXPLORATION
BLEG 15 Planned Drilling
Drilling of the historical workings around Battler will test a strike of 400 metres
along a series of prospecting pits and shafts. There are two main shafts
excavated to 64 metres vertical depth. There is evidence of ‘quartz stockworks’
in shallow costeans.
Several magnetic low targets surround the Rutherfords Reward gold mine which
operated as an open cut in the mid 90’s. The Rutherfords Reward gold deposit
occupies a magnetic low similar to the Edna May deposit.
Two geochemical anomalies are also targeted in the 2011 financial year. One of
the geochemical anomalies is an untested, well defined 48ppb ‘bulls-eye’ gold
target known as BLEG 15.

The other soil geochemical anomaly, known as Jilbadji, is one of a series of
gold anomalous values to 49ppb coincident with an aeromagnetic lineament
which extends from Edwards Find a nearby, gold resource where recent
exploration drilling activity has delivered encouraging results.
Statutory permitting for the planned RAB and Aircore drilling program has
been received.
JILBADJI Planned Drilling
Third Party Regional

Opportunities
In line with Catalpa’s Five Year Plan and organic
growth strategy, third party regional opportunities
are being assessed with a view to consolidating
a number of small but profitable Resources not
economically viable in isolation. These higher
grade regional opportunities have the potential
to increase the annual ounce profile at Edna May
while extending the mine life. Project evaluations
and discussions with regional holders are ongoing.
22
17
CRACOW
GOLD PROJECT (30%)
The Cracow Gold Project is operated by Newcrest

(70%) on behalf of the Cracow Mine Joint Venture.
Catalpa acquired a 30% interest in the Cracow Gold
Project effective 10 December 2009, following its
merger with Lion Selection. As per the terms of the
merger, attributable revenue from Catalpa’s share of
Cracow’s gold sales accrued from 1st August 2009.
The gold mineralisation occurs in steeply dipping
low sulphidation epithermal fissure quartz veins.
High-grade gold mineralisation defined in the project’s
resources occurs within nine deposits (Royal, Crown,
Sovereign, Klonolyke North, Kilkenny, Roses Pride,
Tipperary, Phoenix and Empire shoots), each developed
at the intersection of major structures. Production Summary 2010/11 (30% Attributable)
The Cracow Gold Project has a history of steady gold Q1 Q2 Q3 Q4 Total
production of over 100,000 ounces per annum for the
past five years and is considered to have considerable
exploration upside. Total Ore Mined tonnes 34,312 35,369 37,476 37,678 144,835
The Cracow Gold Project is well managed and

Ore Processed tonnes 34,283 35,397 35,555 38,732 143,967
operated by Newcrest, allowing Catalpa to remain
focused on the Edna May Gold Project and other
growth opportunities. Ore Grade g/t Au 8.49 6.97 6.15 7.37 7.25
Production Recovery % 92.9 91.2 91.6 92.2 92.0

Gold production for the year was 102,760 ounces
exceeding the 100,000 ounce target of which 17,321
ounces accured to Catalpa (30% with effective from 1 Gold Produced Oz 8,694 7,231 6,437 8,466 30,828
December 2009.
Ore Reserves were maintained at 230,000 ounces of
gold from June 2009 to June 2010

Exploration Overview aerial of cracow
Exploration drilling was conducted along the Kilkenny-Killarney corridor, at project plant
Fordee South, Klondyke South, Royal Link, Sovereign North and Sterling
West; and first pass RC drilling programs were carried out at the Taroom
Road and Walhalla prospects.
There were 82 underground and surface resource definition holes drilled
and 41 surface and underground regional exploration holes drilled within
the year.
The exploration drilling completed during the year tested 11prospective
targets from the 2009-2010 proposed program and budget. In addition,
resource definition drilling included testing of high priority targets
generated through the year at Sovereign North and Kilkenny Deeps.
Work also included geological mapping, reconnaissance and surface
sampling over large areas south of Cracow and at Walhalla that were
outside of the original proposal.
The highlights of the 2009-2010 programs were:
• Replacement of Reserve mining depletion;
• Identification of additional fertile structures in the
western field, which require follow up drilling to
test for zones of better vein development and
mineralisation in the forward program;
• Evidence of southerly strike continuity of the
Kilkenny - Killarney structural corridor, highlighting
the requirement for continued step-out drilling along
strike to the south, and
• Identification of regional targets at Walhalla
and several locations in the southern field (Big Gun,
Taroom Road), for first pass RC drill testing in the
forthcoming program.
Plan map of exploration

drilling in FY2010
24
17
CRACOW
GOLD PROJECT (30%)
Resource Definition Drilling

The objective of the Resource definition program for the
year was to define additional Resources to replace mining
depletion. This was achieved through Resource definition
drilling at the upper portion of the Kilkenny south shoot,
Phoenix, Roses Pride and Sovereign.
The Indicated Resources added to the Mineral Resource
in June 2010 was 251,000 tonnes @ 12.7g/t Au for
102,000 ounces, including:
• Kilkenny 95kt @ 11.1g/t Au for 34koz Au;
• Roses Pride 51kt @ 14.6g/t Au for 24koz Au,
and
• Phoenix 105kt @ 13.2g/t Au for 45koz Au.
Planned Exploration
2010 / 2011
Exploration expenditure of more than A$7 million is
planned in the 2011 financial year, with priorities being the
conversion of existing Resources into Reserves (Kilkenny,
Tipperary, Phoenix), and extending the life of the Cracow
Gold Project beyond five years through new discoveries.
Plan view of Western Field

planned exploration

MINERAL RESOURCE AND
ORE RESERVES
Mineral Resource
Statement – 30 June 2010
Mineral Resource Statement – 30 June 2010

Catalpa Total Mineral
Resource Statement
Total
Total
Measured,
Measured Indicated Measured Inferred
Indicated
& Indicated
& Inferred
Million '000 Million '000 Million '000 Million '000 Million '000
Gold g/t Gold g/t Gold g/t Gold g/t Gold g/t
Tonnes Ounces Tonnes Ounces Tonnes Ounces Tonnes Ounces Tonnes Ounces
Greenfinch 0.9 1.12 30 2.5 1.00 80 3.4 1.03 110 0.6 1.20 20 4.0 1.06 130
Edna May & Golden Point 21.9 1.05 737 15.9 0.99 504 37.8 1.02 1,241 10.1 0.86 280 47.9 0.99 1,521
Cracow JV 0.2 8.6 44 0.2 7.8 54 0.4 8.2 98 1.1 6.0 208 1.4 6.6 305
Stockpiles 1.2 0.62 24 1.2 0.62 24 - - - 1.2 0.62 24
TOTAL 23.0 1.12 811 19.8 1.03 662 42.8 1.08 1,473 11.8 1.36 508 54.5 1.13 1,980
Effective Holdings Cracow Footnotes

• Catalpa owns 100% of the Edna May Gold Project • The Mineral Resource has been
reported above a cut-off grade
• Catalpa owns 30% of the Cracow Gold Project of 2.8g/t Au, and is based on a US$800
per ounce gold price and 0.75 USD:AUD
Edna May and Greenfinch Footnotes exchange rate (A$1066 per ounce).
• Edna May and Greenfinch Mineral Resources, were
estimated using Hellman & Schofield MIK block • All Mineral Resource figures are
modelling techniques, based on a (0.4g/t) Au stated at the 30 June 2010 on a 30%
cut-off grade within a geologically and grade defined attributable basis, with depletion by
mineralisation envelopes and in accordance with the production where relevant.
Australian JORC Code. • Mineral Resources are inclusive of Ore
• The Resources are estimates of recoverable tonnes Reserves. The stated contained Mineral
and grades using Multiple Indicator Kriging with block Resource metal ounces are considered
support correction into 25 metres (East) by 15 metre in situ; beneficiation recovery factors
(North) by 5 metre (Elevation) model blocks and have not been applied.
assuming smallest mining unit for ore selection in mine • Due to rounding small discrepancies
grade control of 5 metres (East) by 3 metres (North) by may exist
2.5 metres (Elevation).
• The reported Cracow Mineral
• Measured and Indicated resources lie in areas where Resource is based on a Competent
drilling is available at a maximum of 25 x 25 metre Persons Statement provided by
spacing, Inferred resources exist in areas of broader Newcrest Mining Limited on behalf
spaced drilling, generally peripheral to the Measured of the Cracow Mining Joint Venture.
and Indicated panels.
• Cracow is an unincorporated
• Edna May and Greenfinch Mineral Resource figures are joint venture between Catalpa (30%)
stated at the 30 June, 2010 on an attributable basis, with and Newcrest (70%).
depletion by production where relevant.
• There are no known environmental, permitting, legal,
taxation, political or other relevant issues that
would materially affect the estimates of the
Mineral Resources.
• Mineral Resources are inclusive of Ore Reserves. The
stated contained Mineral Resource metal ounces are
considered in-situ; beneficiation recovery factors have
not been applied.
• Due to rounding of figures small discrepancies
may exist.
26
17
MINERAL RESOURCE AND
ORE RESERVES
ore reserve
statement – 30 June 2010
Effective Holdings Cracow Footnotes

• Catalpa owns 100% of the Edna May • The Ore Reserve has been reported
Gold Project above a cut-off grade of 2.9g/t Au
and is based on a US$750 per ounce
• Catalpa owns 30% of the Cracow gold price and 0.75 USD:AUD exchange
Gold Project rate (A$1000 per ounce).
• Edna May and Greenfinch Footnotes • All Ore Reserve figures are stated
• The Edna May & Greenfinch Ore Reserve, at the 30 June 2010, with depletion by
which was estimated using Whittle production where relevant.
Software based on relevant diluted • The Ore Reserve figures are shown on
mining Au cut-off grades in accordance a 30% attributable basis.
with the Australian JORC Code, is
summarised in the following table: • Due to rounding of figures small
discrepancies may exist.
• A gold price of A$1,250 per ounce has
been assumed in estimating the • The reported Cracow Ore Reserve
Greenfinch and Edna May Ore Reserves is based on a Competent Persons
Statement provided by Newcrest
• The economic cut-off grade applied Mining Limited on behalf of the
to the Edna May and Greenfinch Ore Cracow Mining Joint Venture.
Reserve was 0.4g/t Au
• Cracow s an unincorporated joint
• Edna May and Greenfinch Ore Reserve venture between Catalpa (30%) and
figures are stated at the 30 June, Newcrest (70%).
2010 on a 100% attributable basis, with
depletion by production where
relevant.
• There are no known environmental,
permitting, legal, taxation, political
or other relevant issues that would
materially affect the estimates of the
Ore Reserves.
• Due to rounding of figures small
discrepancies may exist.
Ore Reserve Statement – 30 June 2010

Catalpa Total ORE
Reserve Statement
Total
Proved Probable Proved and
Probable
Million '000 Million '000 Million
Gold g/t Gold g/t Gold g/t '000 Ounces
Tonnes Ounces Tonnes Ounces Tonnes
Greenfinch 0.8 1.14 28 1.7 1.04 58 2.5 1.07 86
Edna May & Golden Point 16.6 1.09 582 8.8 1.09 308 25.4 1.09 890
Cracow JV* 0.1 7.60 35 0.1 8.0 34 0.3 7.70 69
Stockpiles 1.2 0.62 24 1.2 0.62 24
Total 17.5 1.13 645 11.8 1.09 424 29.4 1.14 1069

ATTRIBUTION STATEMENTS The information in this report that relates to
the Cracow Mineral Resource is based on work
The exploration data have been supplied according to
completed by Mr Craig Irvine, who is a Member of
the JORC Code for the reporting of Mineral Resources
the Australian Institute of Mining and Metallurgy. Mr
and Ore Reserves by Nick Winnall (Exploration
Irvine is a full time employee of Newcrest and has
Manager), a full-time employee of Westonia Mines
sufficient experience which is relevant to the style of
Limited. Mr. Winnall is a Member of the Australasian
mineralisation and type of deposit under consideration
Institute of Mining and Metallurgy (AUSIMM) and has
and to the activity which he is undertaking to qualify
sufficient experience which is relevant to the style of
as a Competent Person as defined in the 2004 edition
of the ‘Australasian Code for Reporting of Exploration
and to the activity which he is undertaking to qualify
Results, Mineral Resources and Ore Reserves’.
as a Competent Person as defined in the December
Newcrest gives Catalpa Resources Limited consent to
2004 edition of the “Australasian Code for Reporting
use this estimate for reporting purposes.
of Exploration Results, Mineral Resources and Ore
Reserves” (JORC Code). Mr. Winnall consents to the The information in this report that relates to the
inclusion in the report of the matters based upon his Cracow Ore Reserve is based on work completed
information in the form and context in which by Mr Justin Woodward. Mr Woodward is a Member
it appears. of the Australian Institute of Mining and Metallurgy
and an employee of Newcrest. He has sufficient
The reported Mineral Resource has been compiled
experience, relevant to the style of mineralisation and
by Mr Nic Johnson. Mr Johnson is a Member of the
type of deposit under consideration and to the activity
Australian Institute of Geoscientists and an employee
he is undertaking, to qualify as a Competent Person
of Hellman & Schofield Pty Ltd. He has sufficient
as defined in the ‘Australasian Code for Reporting of
experience relevant to the style of mineralisation and
Mineral Resources and Ore Reserves’ of December
type of deposit under consideration and to the activity
2004 (“JORC Code”) as prepared by the Joint Ore
he is undertaking, to qualify as a Competent Person
Reserves Committee of the Australasian Institute
as defined in the ‘Australasian Code for Reporting of
of Mining and Metallurgy, the Australian Institute of
Mineral Resources and Ore Reserves’ of December
Geoscientists and the Minerals Council of Australia.
2004 (“JORC Code”) as prepared by the Joint Ore
Newcrest gives Catalpa Resources Limited consent to
Reserves Committee of the Australasian Institute
use this estimate for reporting purposes.
of Mining and Metallurgy, the Australian Institute of
Geoscientists and the Minerals Council of Australia.
Mr Johnsons consents to the inclusion in the report of
the matters based on his information in the form and EDNA MAY PIT OCTOBER 2010
context in which it appears.
The reported Edna May and Greenfinch Ore Reserves
have been compiled by Mr Harry Warries. Mr Warries
is a Member of the Australian Institute of Mining and
Metallurgy and an employee of Coffey Mining Pty Ltd.
He has sufficient experience, relevant to the style of
and to the activity he is undertaking, to qualify as a
Competent Person as defined in the ‘Australasian
Code for Reporting of Mineral Resources and Ore
Reserves’ of December 2004 (“JORC Code”) as
prepared by the Joint Ore Reserves Committee of the
Australasian Institute of Mining and Metallurgy, the
Australian Institute of Geoscientists and the Minerals
Council of Australia. Mr Warries gives Catalpa
Resources Limited consent to use this estimate
in reports.
28
17
Corporate
Information
ABN 74 084 669 036 CONTENTS

DIRECTORS SHARE Directors’ Report 30
Peter Maloney
NoN-Executive Chairman
REGISTRY Auditor’s Independence Declaration 49
Security Transfer
Bruce McFadzean Registrars Pty Ltd
Managing Director & CEO 770 Canning Highway Statement of Comprehensive Income 55
John Rowe Applecross WA 6153
Non-Executive Director Telephone Statement of Financial Position 56
Barry Sullivan (618) 9315 2333
Non-Executive Director Facsimile
Statement of Changes in Equity 57
Graham Freestone (618) 9315 2233
Statement of Cash Flows 58
Email
Murray Pollock registrar@securitytransfer.com.au
Notes to the Financial Statements 59
AUDITORS Directors’ Declaration 106
COMPANY Deloitte Touche Tohmatsu
SECRETARY Level 14, Woodside Plaza
240 St George’s Terrace
Independent Audit Report 107
Graham Anderson PERTH WA 6000
Leonard Math
Telephone
(618) 9365 7000
REGISTERED Facsimile
OFFICE (618) 9365 7001
Level 1, 9 Havelock Street
West Perth WA 6005
STOCK
Telephone
(618) 9321 3088 EXCHANGE
Facsimile LISTING
(618) 9321 8804 Securities in
Catalpa Resources Limited
Email
manager@catalparesources.com.au are listed on:
Australian Stock Exchange Limited
Home Branch – Perth
ASX Code – CAH, CAHOBS
WEBSITE

Directors’
Report
The Directors of Catalpa Resources Limited (“Catalpa” or “Company”) submit herewith the annual report of the Company for the financial year ended 30 June 2010. In order
to comply with the provisions of the Corporations Act 2001, the Directors report as follows:
INFORMATION ABOUT THE DIRECTORS AND SENIOR MANAGEMENT

The names and particulars of the Directors of the Company during or since the end of the financial year are:
Name Particulars
Peter Maloney Mr Maloney has broad commercial, financial and management expertise and experience. In a long career with WMC
Resources, he held the positions of Treasurer, Executive Vice President Americas and Manager Commercial and Marketing
B Com MBA
– WA. He has also been Executive General Manager Finance at Santos, Chief Financial Officer at F H Faulding and Chief
(Non-Executive Chairman Financial Officer of Lion Selection. Mr Maloney has also been a Non-Executive director of several companies and organisations,
appointed including Indophil Resources, Barra Resources and Chairman of Southern Health, the largest healthcare provider in Victoria.
10 December 2009) Mr Maloney holds a Bachelor of Commerce from the University of Melbourne and an MBA from University of Rochester. He has
also completed the Advanced Management Program at Harvard Business School.
Mr Maloney has not held any other listed company directorships within the last 3 years.
Bruce McFadzean Mr McFadzean, a mining engineer, brings over 30 years of management, mining, processing and project "start up" experience
to the organisation, half of which was gained in the employ of global resources brands, Rio Tinto and BHP Billiton. Mr
Dip Mining FAusIMM
McFadzean has broad commodity experience in gold, iron ore, diamonds and nickel/cobalt and in a wide range of roles
(Managing Director & CEO) including corporate, managerial, technical and operational.
Mr McFadzean is a Non-Executive Director of Venture Minerals Limited. Mr McFadzean was Operations Director (Executive)
of Territory Resources Limited from March 2007 to 17 April 2008. Mr McFadzean has not held any other listed company
directorships within the last 3 years.
John Rowe Mr Rowe brings a wealth of geological and business development skills to the Company. Mr Rowe has 40 years experience
within the nickel and gold industries of Western Australia. He has held a variety of positions in mine management, exploration
BSc (Hons) ARSM, MAusIMM
and business development and was previously employed as an executive of Lion Ore in Australia.
(Non-Executive Chairman for Mr Rowe is also a Non-Executive Director of Panoramic Resources Limited (since 2006) and Southern Cross Goldfields Limited
period to 9 December 2009) (since April 2010). He was a Non-Executive Director of Perseverance Corporation Limited from 19 September 2007 to 18
February 2008. Mr Rowe has not held any other listed company directorships within the last 3 years.
Murray Pollock Mr Pollock is a businessman with over 40 years experience in the mineral services industry, principally in drilling. He is a
consultant to several companies on drilling and mine management services.
MAICD
Mr Pollock has not held any other listed company directorships within the last 3 years.
(Non-Executive Director)
Barry Sullivan Mr Sullivan is an experienced and successful mining engineer with a career spanning 40 years in the mining industry. His initial
mining experience was gained in the South African gold mining industry, followed by more than 20 years with Mount Isa Mines
BSc(Min), ARSM,
Limited (“MIM”). In the final 5 years of his tenure with MIM, Mr Sullivan was Executive General Manager responsible for the
F AusIMM, MAICD extensive Mount Isa and Hilton operations. More recently, Mr Sullivan has been working with a number of smaller exploration
(Non-Executive Director) and mining companies.
Presently Mr Sullivan is a Non-Executive Director and Chairman of Exco Resources Limited. Mr Sullivan was previously a Non-
Executive Director of Allegiance Mining Limited, Lion Mining Limited and Lion Selection Limited. Mr Sullivan has not held any
other listed company directorships within the last 3 years.
30
17
Directors’
Report
continued
Name Particulars
Graham Freestone Mr Freestone has over 40 years experience in the natural resources industry. He has a broad finance, corporate and
commercial background obtained in Australia and internationally through senior finance positions with the Shell Group, Acacia
B Ec (hons)
Resources and AngloGold. He had a leading role in the float of the Shell Group’s Australian gold interests in 1994 through
(Non-Executive Director Acacia Resources Limited and was Acacia’s Chief Financial Officer and Company Secretary from 1994 until 2001. From 2001
Appointed to 2009 he was a Non-Executive Director of Lion Selection Group and its Audit Committee Chair. He became a Director and
Chair of the Audit and Risk Committee of Catalpa Resources Ltd in 2009.
10 December 2009)
Mr Freestone was previously a Non-Executive Director of Lion Selection Limited until its merger with Catalpa Resources
Limited, AuSelect Limited (resigned 7 December 2007) and Lion Selection Group Limited (resigned 7 December 2007). Mr
Freestone has not held any other listed company directorships within the last 3 years.
Nigel Johnson Mr Johnson is a Chartered Accountant with strong finance and management experience attained over a period of 36 years.
This experience was gained from working in a number of countries for both publicly listed and private companies within a
CA, CFTP (Snr), MAICD
number of industries.
(Non-Executive Director Mr Johnson has significant expertise in financial management, equity and debt raisings, treasury and financial risk
Resigned 10 management and strategic and business planning. Most recently Mr Johnson was Chief Financial Officer for Straits Resources
December 2009) Limited, responsible for the financial, commercial and treasury activities of the Straits Group.
Mr Johnson was a Non-Executive Director of Tritton Resources Limited. Mr Johnson is also a Non-Executive Director of Matrix
Composites and Engineering Limited. Mr Johnson has not held any other listed company directorships within the last 3 years.
Directors’ shareholdings
The following table sets out each Director’s relevant interest in shares or options in shares of the Company as at the date of this report.
Fully Paid Share

Ordinary Shares Options
Peter Maloney 1,379,579 -
Bruce McFadzean 97,369 924,774
John Rowe 95,695 181,820
Murray Pollock 1,839,492 301,554
Barry Sullivan 111,005 45,458
Graham Freestone 58,245 -

Directors’
Report
continued
Remuneration of Directors and senior management

Information about remuneration of the Directors and senior management is set out in the remuneration report of this Directors’ report, on pages 37 to 48.
Share options granted to Directors and senior management

No share options were granted to Directors or senior management during or since the end of the financial year, though the Board agreed after the year end to issue options to
the Managing Director and senior management subject to shareholder approval (refer to “Subsequent Events” below).
Company secretaries
Name Particulars
Graham Anderson Mr Anderson commenced his career in 1983 with Ernst & Young before later moving to the national chartered accounting firms
of Duesburys and Horwath as a Partner with particular responsibilities for providing a range of audit and related corporate
B Bus, CA
services.
Mr Anderson has extensive experience and knowledge of the ASX Listing Rules and Corporations Act and has acted as Director
and Company Secretary to a number of ASX listed entities.
He is currently the Chairman and Company Secretary of APA Financial Services Limited, Chairman of Ethan Minerals Limited,
Director and Company Secretary of Dynasty Metals Australia Limited, Echo Resources Limited, Pegasus Metals Limited,
Director of Mako Energy Limited and Company Secretary of Tectonic Resources NL, Iron Road Limited and Bathurst Resources
Limited.
Leonard Math Mr Math worked as an auditor at Deloitte before joining GDA Corporate as a Manager.
B Bus, CA His public company responsibilities include corporate compliance roles, including extensive liaison with ASX and ASIC, control
and implementation of corporate governance, completion of annual financial reports and auditor liaison, shareholder relations
with registries and shareholders both retail and institutional.
PRINCIPAL ACTIVITIES
The Group’s principal activities during the course of the financial year were:
• the development of the Edna May Gold Project near Westonia in Western Australia and commissioning of the Edna May gold processing plant;
• 30% joint venture partner in the Cracow Gold Project in Queensland which produced 102,759 ounces (100%) of gold for the year ended 30 June 2010; and exploration
within the wider Westonia Greenstone Belt.
The following significant changes to Catalpa’s activities occurred during the year:
• the acquisition of a 30% interest in the Cracow Gold Project as a result of the merger with Lion Selection Limited (“Lion”) in December 2009 (refer to note 24); and
• the commencement of mining at the Edna May Gold Project in October 2009 and gold production in April 2010 with completion of commissioning of the processing
plant in May 2010.
32
17
Directors’
Report
continued
REVIEW OF OPERATIONS
Corporate
On 10 December 2009 Catalpa successfully completed a merger with its largest shareholder, Lion Selection Limited, resulting in the addition to the Group of a 30% stake in
the Cracow Gold Project (Newcrest 70%), and a pre-emptive right over the remaining 70% of this 100,000 ounce per annum operation. The merger was implemented via a
Scheme of Arrangement of Lion shareholders, following which Catalpa acquired all of the shares in Lion. Under the Scheme, Lion shareholders received one Catalpa share for
each Lion share they held, following Catalpa’s one for eleven share consolidation.
Following the merger, Catalpa’s Board was restructured and Mr Peter Maloney was appointed Non-Executive Chairman and Mr Graham Freestone as Non-Executive Director.
In March 2010, Catalpa restructured the $10 million mezzanine portion of the Company’s A$65 million debt facility with Macquarie Bank Limited (“MBL”). Under the debt
restructure Catalpa converted the $10 million Mezzanine Loan Facility into the existing Project Loan Facility. This resulted in no change to Catalpa’s total debt position, but
resulted in an ongoing interest saving of 2.5% per annum on the amount converted. Under the restructure arrangement, MBL also relinquished an entitlement to the issue
of 6.06 million Catalpa options with an exercise price of A$0.825, which would have been issued on drawdown under the Mezzanine Loan Facility. In consideration for these
changes, Catalpa issued MBL with 500,000 Catalpa fully paid ordinary shares.
During the year the Company successfully raised over $10 million from an entitlement offer to shareholders and a further $10 million from an institutional placement. In
addition over $2 million was raised from the exercise of options.
Edna May Gold Project

Mining commenced at the Edna May Gold Project on schedule in October 2009 and construction of the Edna May Gold Processing Plant and associated infrastructure
was completed in April 2010. The Plant was commissioned in June 2010. Until the mine reaches commercial production, revenue from gold produced and sold during
commissioning phase to 30 June 2010 has been offset against commissioning costs and the net cost capitalised at balance date.
Importantly, an excellent safety standard has been achieved during the construction, commissioning and operation of the Edna May Gold Project.
Resource Drilling
On 2 December 2009, the Company reported an updated Mineral Resource and Ore Reserve delivering a further 16% boost to gold Reserves and a 13% increase in the
Mineral Resource at the Edna May Gold Project. The revised Mineral Resource and Ore Reserve estimate was the result of several significant RC and diamond drilling
programs.
As at 30 June 2010 total Mineral Resources after mining depletion are estimated at 1.67 million ounces of gold which represents an increase of 170,000 ounces of gold
(+13%) to the previous estimate. The increase was driven by additions to the Edna May deposit including an initial estimate of mineralisation within the Golden Point Gneiss
and a reduction in applied cut-off grade to 0.4 g/t Au to reflect the economic cut-off grade at A$1,250 per ounce.
As at 30 June 2010 total Ore Reserves after mining depletion are estimated at 1.0 million ounces of gold which represents an increase to the previous estimate of 134,000
ounces of gold (+16%), driven by additional drilling upgrading Inferred Mineral Resources within the Edna May deposit and revised gold pricing assumptions.
Further information regarding Mineral Resources or Ore Reserves and the competent persons statement can be found under the Company website at
Cracow Mining Joint Venture

The Cracow Gold Project continues to meet production expectations. Gold production for the year was 102,759 ounces of which 17,321 ounces accrued to Catalpa (30%
with effect from 1 December 2009) to realise revenue of $22.274 million.
Operating costs for the Project were in line with budget, with cash costs for the year of $537/oz.
Catalpa’s share of the Project for the period since acquisition delivered an operating cash flow surplus of $8.5 million.
On 26 August 2010, the Company announced a 21% increase in the mineral resource at the Cracow Gold Project bringing the updated Mineral Resource to 1.02 million
ounces and Ore Reserves of 230,198 ounces.

Directors’
Report
continued
Operating Results
The consolidated profit of the Group after tax for the year ended 30 June 2010 is $5.547 million (2009: loss of $6.814 million). The profit for the period included:
• gold sales revenue of $22.3 million;
• gross profit of $3.924 million from the Group‘s share of the Cracow Gold Project for the 7 months from December to June;
• loss before tax of $4.52 million;
• a tax benefit of $10.067 million, including $8.55 million of tax losses not recognised in previous years (refer Note 7(b)); and
• $2.311 million of expenses relating to the merger with Lion.
Financial Position
The Group held cash of $35.113 million at 30 June 2010 (2009: $32.297 million). The net assets of the Group increased from $44.611 million at 1 July 2009 to $138.728
million at 30 June 2010, reflecting the merger with Lion and equity raisings during the year. As at the date of this report the Group has drawn down all of its $65 million
facility with Macquarie Bank Limited.
CHANGES IN THE STATE OF AFFAIRS

Apart from the above, or as noted elsewhere in this report, no significant changes in the state of affairs of the Group occurred during the financial year.
SUBSEQUENT EVENTS
Bonus
At a meeting of the Board on 15 September 2010, it was agreed that the Company pay with immediate effect, additional bonuses totalling $315,000 (inclusive of statutory
superannuation entitlements), to the Managing Director, Chief Operating Officer, and Chief Financial Officer. This bonus is in recognition of the efforts that these key senior
executives have made since joining the Company, in organizing its growth and development and the establishment of financing and organization structures appropriate to the
Company’s transition from an exploration company to a gold producer with two mining operations. Refer to the Remuneration Report for further details of the payments.
A ramp-up bonus scheme was put in place during the year with bonuses being awarded under this scheme in August 2010. Refer to the Remuneration Report on page 42.
Short-term and Long-term Incentive Schemes

Based on a review of remuneration delivered by the Company’s peers, the Board has agreed to introduce new Short-term and Long-term Incentive Schemes for key
executives with effect from 1 July 2010. Both schemes provide market based “at risk” remuneration to key executives based on and supplementary to each executives Total
Fixed Remuneration (TFR).
The Short-term Incentive Scheme will provide a cash bonus up to maximum percentage of TFR conditional on the achievement of annual production, cost and safety hurdles.
The Long-term Incentive Scheme will provide equity based “at risk” remuneration up to maximum percentages of TFR set for each executive. The incentives are aimed at
retaining and incentivizing key executives on a basis that is aligned with shareholder interests, and will be delivered to the Managing Director, Chief Operating Officer, Chief
Financial Officer and other key executives via a combination of
i) options issued at an exercise price reflecting the 30 day VWAP prior to the date of grant and vesting subject to achievement of a hurdle of Total Shareholder Return
(TSR) measured against a group of peers. Options and performance rights will have a 3-year vesting period and it is intended to make issues of these on an annual
basis, in accordance with the limits (percentage of TFR) set for each executive; and
ii) performance rights issued at a zero price with vesting subject to the achievement of targets for production and growth in absolute TSR.
Subject to securing approval to the introduction of the Long-term Incentive Scheme at the Company’s Annual General Meeting in November 2010, the Board has agreed
to issue the following equity based incentives for the 2010 grant. Options issued under this grant will have an exercise price of $1.69 based on the 30 day VNAP of the
companies issued shares up to 14 September 2010.
34
17
Directors’
Report
continued
Options Performance Rights
Managing Director 360,000 160,000
Chief Operating Officer 125,000 125,000
Chief Financial Officer 110,000 110,000
For this grant, one half of the grant will vest in 2 years and the balance will vest in 3 years with both tranches subject to satisfaction of the relevant performance hurdles.
No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Group, the
results of those operations, or the state of affairs of the Group in future financial years.
FUTURE DEVELOPMENTS
Other likely developments in the operations of the Group and the expected results of those operations in future financial years have not been included in this report as the
inclusion of such information is likely to result in unreasonable prejudice to the Group. Accordingly this information has not been disclosed in this report.
DIVIDENDS
No dividends were paid or declared during the financial year. No recommendation for payment of dividends has been made.
ENVIRONMENTAL REGULATIONS
The Group is subject to significant environmental regulation in respect to its exploration activities. The Group aims to ensure the appropriate standard of environmental
care is achieved, and in doing so, that it is aware of and is in compliance with all environmental legislation. The Directors of the Company are not aware of any breach of
environmental legislation for the year under review.
SHARES UNDER OPTION

Details of unissued shares or interests under option issued by Catalpa Resources Limited as at the date of this report are:
Number of shares Exercise price of Expiry date of

Class of shares
under option1,2 option options
5,399,507 Ordinary $1.10 31 Oct 2011
18,182 Ordinary $1.137 22 Nov 2010
375,004 Ordinary $0.867 23 Dec 2013
375,004 Ordinary $1.087 23 Dec 2013
397,731 Ordinary $1.307 23 Dec 2013
340,912 Ordinary $1.527 23 Dec 2013
56,819 Ordinary $0.647 23 Dec 2013
113,637 Ordinary $0.647 11 Mar 2014
113,637 Ordinary $0.867 11 Mar 2014
113,637 Ordinary $1.087 11 Mar 2014
113,637 Ordinary $1.307 11 Mar 2014
6,060,606 Ordinary $0.83 31 Mar 2014
1
Adjusted for the one for eleven share consolidation carried out in December 2009
2
reflects 3,098 shares issued on exercise of options after year end

Directors’
Report
continued
The holders of these options do not have the right, by virtue of the option, to participate in any share issue or interest issue of the Company. No options have been issued
subsequent to the year end, though the Board has agreed to issue 595,000 options subject to shareholder approval (refer to “Subsequent Events” on page 34).
Details of shares issued during or since the end of the financial year as a result of exercise of options issued by Catalpa Resources Limited are:
Number of shares Amount paid for Amount unpaid on

Class of shares
issued shares shares
54,9611 Ordinary $0.10 $nil
1,888,849 Ordinary $1.037 $nil
105,904 2
Ordinary $1.10 $nil
1
Issued prior to 1 for 11 share consolidation carried out in December 2009
2
Includes 3,098 shares issued on exercise of options after year end
IMDEMNIFICATION OF OFFICERS AND AUDITORS

During the financial year the Company paid a premium in respect of a contract insuring the Directors of the Company, the company secretaries and all executive officers of
the Company and of any related body corporate against a liability incurred as such a Director, secretary or executive officer to the extent permitted by the Corporations Act
2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
The Company has entered into a Deed of Indemnity, Insurance and Access with each Director. In summary the Deed provides for:
• Access to corporate records for each Director for a period after ceasing to hold office in the Company,
• The provision of Directors and Officers Liability Insurance, and
• Indemnity for legal costs incurred by Directors in carrying out the business affairs of the Company.
Except for the above the Company has not otherwise, during or since the financial year, except to the amount permitted by law, indemnified or agreed to indemnify an officer
or auditor of the Company or of any related body corporate against a liability incurred as such an officer or auditor.
Directors’ Meetings
The following table sets out the number of Directors’ meetings and committee meetings held during the financial year and the number of meetings attended by each
Director (while they were a Director or committee member). During the financial period 17 Board meetings, three audit committee and two remuneration committee
meetings were held.
Remuneration
Board of Directors Audit Committee
Committee
Directors Held Attended Held Attended Held Attended
Peter Maloney 9 9 - - - -
Bruce McFadzean 17 17 - - - -
John Rowe 17 17 3 3 2 2
Murray Pollock 17 17 3 3 1# 1#
Barry Sullivan 16 16 3 3 2 2
Graham Freestone 9 9 2 2 2 2
Nigel Johnson 7 7 1 1 - -
#
Murray Pollock ceased to be a member of the Remuneration Committee in December 2009.
36
17
Directors’
Report
CONTINUED
NON-AUDIT SERVICES
Details of amounts paid or payable to the auditor for non-audit services provided during the period by the auditor are outlined in note 32 to the financial statements.
The Directors are satisfied that the provision of non-audit services during the period by the auditor is compatible with the general standard of independence for auditors
imposed by the Corporations Act 2001.
The Directors are of the opinion that the services disclosed in note 32 to the financial statements do not compromise the external auditor’s independence, based on the
Auditor’s representations and appraisal and advice received from the Audit Committee, for the following reasons:
• All non-audit services have been reviewed to ensure they do not impact the integrity and objectivity of the auditor; and
• None of the services undermine the general principles relating to auditor independence as set out in Code of Conduct APES 110 Code of Ethics for Professional
Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or
decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards.
AUDITOR’S INDEPENDENCE DECLARATION

The Auditor’s Independence Declaration is included on page 49 of the financial report.
ROUNDING OFF OF AMOUNTS

The Company is a company of the kind referred to in ASIC Class Order 98/0100, dated 10 July 1998, and in accordance with that Class Order amounts in the directors’
report and the financial statements are rounded off to the nearest thousand dollars, unless otherwise indicated.
REMUNERATION REPORT (audited)

This remuneration report, which forms part of the directors’ report, sets out information about the remuneration of Catalpa Resources’ Directors and senior management for
the financial year ended 30 June 2010. The prescribed details for each person covered by this report are detailed below under the following headings:
- Director and senior management details
- remuneration policy
- relationship between the remuneration policy and Company performance
- remuneration of Directors and senior management
- Bonuses and share-based payments granted as compensation in the period up to the date of this report
- key terms of employment contracts
Director and senior management details

The following persons acted as Directors or senior management during or since the end of the financial year:
Peter Maloney Non-Executive Chairman (appointed 10 December 2009)

Bruce McFadzean Managing Director & CEO
John Rowe Non-Executive Director (chair of remuneration committee and non-executive chairman to 9 December 2009)
Murray Pollock Non-Executive Director
Barry Sullivan Non-Executive Director
Graham Freestone Non-Executive Director (appointed 10 December 2009) (chair of audit committee)
Nigel Johnson Non-Executive Director (resigned 10 December 2009)
The term “senior management” is used in this remuneration report to refer to the following persons. These persons include the five members of senior management who
received the highest remuneration during the year. Except as noted the named persons held their current positions for the whole of the financial year and since the end of the
financial year:

Directors’
Report
CONTINUED
Erik Palmbachs Chief Financial Officer

Stuart Pether Chief Operating Officer
Adrian Pelliccia Manager Business Development
John Fraser General Manager – Edna May Gold Project (appointed 24 August 2009)
Graham Anderson Joint Company Secretary
Leonard Math Joint Company Secretary
Remuneration policy
The remuneration policy of Catalpa Resources Limited has been designed to align Director and executive objectives with shareholder and business objectives by providing
a fixed remuneration component and offering specific “at risk” short and long-term incentives based on key performance areas affecting the Group’s financial results. The
Board of Catalpa Resources Limited believes the remuneration policy to be appropriate and effective in its ability to attract and retain high calibre executives and Directors to
run and manage the Group.
The remuneration policy, setting the terms and conditions for the executive Directors and other senior executives, was developed by the Remuneration Committee and
approved by the Board. All executives receive a base salary (which is based on factors such as length of service and experience) and superannuation. The Board reviews
executive packages annually by reference to the Group’s performance, executive performance and comparable information from industry sectors and other listed companies
in similar industries.
The Board may exercise discretion in relation to approving incentives, bonuses and options. The policy is designed to attract and retain the highest calibre of executives
and reward them for performance that results in long-term growth in shareholder wealth. Executives are also entitled to participate in the employee share and option
arrangements. The Company does not have a policy for limiting the exposure to risk for the Directors and senior management in relation to the securities issued as part
of remuneration.
Directors and senior management receive a superannuation guarantee contribution required by the government, which is currently 9%, and do not receive any other
retirement benefits. Some individuals, however, may choose to sacrifice part of their salary to increase payments towards superannuation.
The Board policy is to remunerate Non-Executive Directors at market rates for comparable companies for time, commitment and responsibilities. The Board determines
payments to the Non-Executive Directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought
when required. The maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by shareholders at the Annual General Meeting
(currently $350,000). Fees for Non-Executive Directors are not linked to the performance of the Group. However, to align Directors’ interests with shareholder interests, the
Directors are encouraged to hold shares in the Company and have been able to participate in employee option plans. A review of Non-Executive Directors fees has been
undertaken and a proposal to increase this maximum aggregate fee is to be put to shareholders for approval in November 2010.
38
17
Directors’
Report
continued
Relationship between the remuneration policy and company performance

The remuneration policy has been tailored to increase goal congruence between shareholders and Directors and senior management. Currently, this is facilitated through:
- bonus schemes; and
- the issue of options to executive Directors and employees under the current Employees and Contractors Option Plan (“ECOP”), last approved by shareholders
in 2008. Non-Executive Directors no longer participate in this plan.
The purpose of these incentives is to encourage the alignment of employee and shareholder interests.
Under the current ECOP the options generally vest over a five year period and vesting is subject to persons remaining in employment with the Group and may be subject to
performance hurdles. For the current year performance hurdles have been based on the success of commissioning the Edna May Gold Project. Further information relating
to the ECOP is disclosed on page 14. No options were issued under this plan during the year ended 30 June 2010.
The Company has introduced new short-term and long-term incentive schemes for key executives with effect from 1 July 2010. Refer to “Subsequent Events” on page 6 for
further information. The Company believes this policy will be effective in increasing shareholder wealth. For details of Directors and senior management interests in options at
year end, refer note 31.
Two bonus schemes were in operation during the year, a construction bonus scheme and a ramp-up bonus scheme. The construction bonus was paid during the year
following the completion of the construction phase of the Edna May gold plant. A ramp-up bonus scheme was put in place during the year ended 30 June 2010 and paid in
August 2010 following the commissioning of the Edna May gold plant. Ramp-up bonuses were awarded subsequent to 30 June 2010 and were based on the achievement
of certain key performance indicators.
Additional bonus payments were approved post year-end and are detailed in the Subsequent Events note on page 34.
Details of bonuses paid are shown in the Remuneration Table on page 40, further information has been disclosed on page 42.
The Group did not have a formal cash incentive or bonus scheme for the year ending 30 June 2009.
Performance of Catalpa Resources Limited

The table below sets out summary information about the Consolidated Entity’s earnings and movements in shareholder wealth for the last 5 years.
30 June 30 June 30 June 30 June 30 June

2010 2009 2008 2007 2006
$’000s $’000s $’000s $’000s $’000s
Revenue 23,029 264 595 387 427
Net loss before tax (4,520) (6,840) (2,292) (9,839) (12,623)
Net profit/(loss) after tax 5,547 (6,814) (2,292) (9,730) (12,607)
Share price at start of year1 $1.10 $0.55 $0.77 $1.90 $0.88
Share price at end of year 1
$1.62 $1.10 $0.55 $0.77 $1.90
Dividends - - - - -
Basic earnings per share (cents per share) 3.93 (13.97) (7.37) (38.5) (61.6)
1
prices and earnings per share have been adjusted to reflect the one for eleven share consolidation undertaken during the year.

Directors’
Report
continued
Remuneration of Directors and senior management

The Directors and the Company executives and Group executives received the following amounts as compensation for their services as Directors and executives of the
Company and/or the Group during the period:
Year ended 30 June 2010

Post-
Short-term employee benefits employ-
ment
benefits
Equity Bonus Total

Cash settled awarded including
Name salary and Bonus (ix) Non- Super- share- Total after post
fees(vii) monetary(vi) annuation based year balance
payments end(viii) date
bonus
$ $ $ $ $ $ $ $
Directors
Peter Maloney (i) 31,014 - - 17,325 - 48,339 - 48,339
Bruce McFadzean 423,220 125,000 25,524 49,340 17,077 640,161 275,000 915,161
John Rowe 66,626 - - 5,204 3,416 75,246 - 75,246
Murray Pollock 40,000 - - 3,600 1,707 45,307 - 45,307
Barry Sullivan 48,000 - - 3,600 1,707 53,307 - 53,307
Graham Freestone (ii)
22,174 - - 1,996 - 24,170 - 24,170
Nigel Johnson (iii) 26,282 - - 1,604 1,724 29,610 - 29,610
Executives
Erik Palmbachs 233,206 93,750 11,834 29,860 10,466 379,116 10,000 389,116
Stuart Pether 274,192 93,750 7,565 33,115 19,750 428,372 30,000 458,372
Adrian Pelliccia 170,000 37,500 - 18,675 - 226,175 4,028 230,203
John Fraser (iv) 205,714 71,875 - 24,983 - 302,572 6,042 308,614
Graham Anderson and

84,000 - - - - 84,000 - 84,000
Leonard Math (v)
TOTAL 1,624,428 421,875 44,923 189,302 55,848 2,336,376 325,070 2,661,446
(i) Appointed 10 December 2009.

(ii) Appointed 10 December 2009.
(iii) Resigned 10 December 2010.
(iv) Appointed 24 August 2009.
(v) These payments are to GDA Corporate, a company in which Graham Anderson is a Director and Leonard Math is an employee. The fees include company secretarial,
accounting and other corporate services provided to Catalpa Resources Limited.
(vi) These relate to the fully maintained vehicle provided by the Company.
(vii) Included in these amounts are the following fees paid to Directors for consulting services
John Rowe $8,800
Barry Sullivan $8,000
Nigel Johnson $8,456
Further information relating to fees paid to Directors and Executives is disclosed in Note 31.
(viii) The following bonuses were awarded after the year end (for further detail refer to Subsequent Events on page 34):
40
17
Directors’
Report
continued
Bonus Superannuation Total

$ $ $
Bruce McFadzean 252,294 22,706 275,000
Erik Palmbachs 9,174 826 10,000
Stuart Pether 27,523 2,477 30,000
288,991 26,009 315,000
Ramp-up bonus:
Adrian Pellicia 3,695 333 4,028
John Fraser 5,543 499 6,042
298,229 26,841 325,070
(ix) Relates to construction bonus (for further detail refer to page 42)

Post-
Short-term employee benefits employ-
ment
benefits
Cash Super- Equity Total

Name salary and Bonus Non- annuation settled
fees(vii) monetary share-based
payments
$ $ $ $ $ $
Directors
John Rowe 110,250 - - 7,200 23,228 140,678
Bruce McFadzean 370,000 - 7,346 33,300 116,142 526,788
Murray Pollock 40,000 - - 3,600 11,614 55,214
Barry Sullivan 41,667 - - 3,750 11,614 57,031
Nigel Johnson (i)
45,939 - - 3,111 11,614 60,664
Chris Melloy (ii) (v) 17,934 - - - - 17,934
Executives
Erik Palmbachs (iii) 148,077 - 5,383 13,327 36,586 203,373
Stuart Pether (iv)
161,183 - 4,039 11,080 40,425 216,727
Graham Anderson and
66,000 - - - - 66,000
Leonard Math (vi)
TOTAL 1,001,050 - 16,768 75,368 251,223 1,344,409

Directors’
Report
continued
(i) appointed 20 August 2008

(ii) resigned 12 December 2008
(iii) appointed 20 October 2008
(iv) appointed 12 January 2009
(v) These payments were made to Lion Manager, the management company responsible for the operation of Lion Selection Group, for the services of Mr Chris Melloy as a
Non-Executive Director.
(vi) These payments are to GDA Corporate, a company in which Graham Anderson is a Director and Leonard Math is an employee. The fees include company secretarial and
accounting services provided to Catalpa Resources Limited.
(vii) Included in these amounts are the following fees paid to Directors and Executives for consulting services:
John Rowe $30,250
Nigel Johnson $11,375
Stuart Pether $38,077
Further information relating to fees paid to Directors and Executives is disclosed in Note 31 to the financial statements.
No Director or member of senior management appointed during the period received a payment as part of consideration for agreeing to hold the position.
Bonuses and share-based payments granted as compensation in the period up to the date of this report
Bonuses
The Managing Director and senior management were granted a construction bonus during the year totalling $421,875. The construction bonus was awarded based on
achieving certain key performance indicators under the following categories:
• Safety, measured by the All Injury Frequency Rate (AIFR);
• Cost of construction; and
• Time to complete.
A ramp-up bonus scheme was also put in place during the year with payments under this scheme being awarded in August 2010. Mr John Fraser and Mr Adrian Pelliccia
were the only members of senior management participating in this scheme and were awarded $6,042 and $4,028 respectively. The ramp-up bonus was awarded based on
achieving certain key performance indicators during the 3 month period from 1 May to 31 July 2010 under the following categories:
• safety, measured by the All Injury Frequency Rate (AIFR);
• ounces of gold production measured by refined ounces of gold production using a target based on forecast gold production based on the expected feed grades from
stockpile and the expected ramp up tonnages;
• process plant milled tonnes. The target was based on the expected ramp up factors of 70% for May, 80% for June and 90% for July of the full production rate of 2.8
million tonnes per annum; and
• mining open pit movement measured from end of month volume surveys adjusted for remaining in pit blasted material swell factors.
Company’s transition from an exploration company to a gold producer with two mining operations.
42
17
Directors’
Report
continued
% of bonus % of compen- % of compen-

awarded and paid sation for the sation for the
during the year year consisting year relating to
of options performance1
Bruce McFadzean 100 2.7 22.0
John Rowe n/a 4.5 4.3
Murray Pollock n/a 3.8 3.6
Barry Sullivan n/a 3.2 3.0
Nigel Johnson n/a 5.8 5.8
Erik Palmbachs 100 2.8 27.4
Stuart Pether 100 4.6 26.3
Adrian Pelliccia 100 - 16.6
John Fraser 100 - 23.8
1
includes bonus awarded and paid in the year and equity settled share-based payments
Employees and Contractors Share Option Plan (“ECOP”)

The Group has an ownership-based incentive scheme for executives and senior employees of the Group. Each employee share option converts to one ordinary share
of Catalpa Resources Limited on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor
voting rights. Options may be exercised at any time from the date of vesting to the date of expiry. Refer to “Relationship between the remuneration policy and company
performance” above for details of the basis for granting options and vesting criteria.
The Company has introduced new short-term and long-term incentive schemes for key executives with effect from 1 July 2010. Refer to “Subsequent Events” on page 6 for
further information.
During the year the following Directors and senior management exercised options that were granted to them as part of their compensation. Each option converts into one
ordinary share of Catalpa Resources Limited.
Name No of options No of ordinary Amount paid Amount Value of options

exercised shares of Catalpa unpaid exercised at the
Resources Limited exercise date
issued
Barry Sullivan 45,456 45,456 $45,000 - $23,182
No grants of share-based payment compensation to Directors and senior management were made or lapsed in the current financial year.

Directors’
Report
continued
During the financial year the following share-based payment arrangements were in existence:
Option Exercise Grant Expiry Weighted Vesting date

series price date Date average fair
value at
grant date 1
Nov 05 22 Nov 22 Nov

$1.137 0.22 Vested at date of grant
2005 2010
50% vested at date of grant

29 April 29 April
Apr 08 $0.867 0.37
2008 2011
50% vested on completion of care and maintenance program
23 Dec 23 Dec
Dec 08 $0.647 0.24 Vested at date of grant
2008 2013
340,909 vested at date of grant.

23 Dec 23 Dec
Dec 08 $0.867 0.22 56,818 vested on completion of Board endorsed finance and funding package to
2008 2013
commence construction of the Edna May process plant.
295,460 vested upon completion of an update of the feasibility study for the
Edna May open pit project.
23 Dec 23 Dec
Dec 08 $1.087 0.20 45,454 vested upon achievement of a balanced Board composition.
2008 2013
56,818 vested upon the successful employment of the finance team and
implementation of project construction and operating cost management system.
340,909 vested upon the completion of financing (both debt and equity) for the
23 Dec 23 Dec Edna May open project.
Dec 08 $1.307 0.18
2008 2013 56,818 vested upon the successful commissioning of Edna May’s open
pit project.
23 Dec 23 Dec
Dec 08 $1.527 0.10 Vest upon the successful commissioning of Edna May’s open pit project.
2008 2013
11 Mar 11 Mar
Mar 09 $0.647 0.15 Vested at date of grant
2009 2014
11 Mar 11 Mar Vested on completion of Board endorsed finance and funding package to
Mar 09 $0.867 0.14
2009 2014 commence construction of the Edna May process plant.
Vested upon the successful employment of the site operating team

11 Mar 11 Mar
Mar 09 $1.087 0.12 and implementation of project construction, production and cost
2009 2014
management system.
11 Mar 11 Mar
Mar 09 $1.307 0.11 Vest upon the successful commissioning of the Edna May Gold Project.
2009 2014
1
calculations have been adjusted for the one for eleven share consolidation carried out in December 09.
Further details of the employee share option plan are contained in note 29 to the financial statements.
44
17
Directors’
Report
continued
The following details of share-based payment compensation to directors and senior management relate to vesting of options during the current financial year. No options
were issued during the current financial year. (Refer to Subsequent Events on page 34 for details of options and performance rights agreed to be issued after year end,
subject to shareholder approval.)
Name Option series1,2 Number Number % of % of

granted1 vested1,2 grant grant
vested forfeited
Nigel Johnson Dec 08 at $1.527 - 22,727 100 -
Stuart Pether March 09 at $1.087 - 113,636 100 -
Erik Palmbachs Dec 08 at $1.087 - 56,818 100 -
1
all granted in previous financial years
2
adjusted for one for eleven share consolidation carried out in December 2009
The following grants of share-based payment compensation to directors and senior management relate to the financial year ended 30 June 2009
Name Option series1 Number Number % of grant % of grant

granted1 vested1 vested forfeited
John Rowe Dec 08 at $0.867 45,454 45,454 100 -
Dec 08 at $1.087 45,454 45,454 100 -
Dec 08 at $1.307 45,454 45,454 100 -
Dec 08 at $1.527 45,454 - - -
Bruce McFadzean Dec 08 at $0.867 227,272 227,272 100 -

Dec 08 at $1.087 227,272 227,272 100 -
Dec 08 at $1.307 227,272 227,272 100 -
Dec 08 at $1.527 227,272 - - -
Murray Pollock Dec 08 at $0.867 22,727 22,727 100 -

Dec 08 at $1.087 22,727 22,727 100 -
Dec 08 at $1.307 22,727 22,727 100 -
Dec 08 at $1.527 22,727 - - -
Barry Sullivan Dec 08 at $0.867 22,727 22,727 100 -

Dec 08 at $1.087 22,727 22,727 100 -
Dec 08 at $1.307 22,727 22,727 100 -
Dec 08 at $1.527 22,727 - - -
Nigel Johnson Dec 08 at $0.867 22,727 22,727 100 -

Dec 08 at $1.087 22,727 22,727 100 -
Dec 08 at $1.307 22,727 22,727 100 -
Dec 08 at $1.527 22,727 - - -

Directors’
Report
continued
Name Option series1 Number Number % of grant % of grant

granted1 vested1 vested forfeited
Stuart Pether March 09 at $0.647 113,636 113,636 100 -

March 09 at $0.867 113,636 113,636 100 -
March 09 at $1.087 113,636 - - -
March 09 at $1.307 113,636 - - -
Erik Palmbachs Dec 08 at $0.647 56,818 56,818 100 -

Dec 08 at $0.867 56,818 56,818 100 -
Dec 08 at $1.087 56,818 - - -
Dec 08 at $1.307 56,818 - - -
1
Value of options Value of options Value of options

granted exercised at the lapsed at the date of
at the grant date exercise date lapse
$ $ $
Bruce McFadzean 108,500 - -
John Rowe 21,700 - -
Murray Pollock 10,850 - -
Barry Sullivan 10,850 23,182 -
Nigel Johnson 10,850 - -
Erik Palmbachs 47,438 - -
Stuart Pether 60,250 - -
The value of options granted during the period is recognised in compensation over the vesting period of the grant, in accordance with Australian Accounting Standards. No options
were granted during the year.
46
17
Directors’
Report
continued
Key Terms of Employment Contracts

The details of service agreements of the key management personnel of Catalpa Resources Limited and the Group are as follows:
Bruce McFadzean, Managing Director

• Term of agreement – 3 months notice of termination is required by either party.
• In the event of a successful takeover bid being made for the Company or a successful merger, where the officer is demoted from his current position (other than for
cause), or is requested to assume responsibilities not reasonably consistent with the officer’s contracted position domiciled in WA, Mr McFadzean has the right to give
notice of termination of his agreement and the Company is obliged to pay a termination payment the equivalent of 12 months total fixed remuneration plus other existing
contracted entitlements, within 14 days of giving notice.
• Base salary, exclusive of statutory superannuation, of $420,000 to be reviewed annually by the Board.
• The Company provides Mr McFadzean with a fully maintained motor vehicle. Fringe Benefits Tax associated with this vehicle will be at the Company’s expense.
• Payment of termination benefit on early termination by the employer, other than for gross misconduct, includes any accrued long service leave and annual entitlements,
superannuation, superannuation gratuity to the value of which does not exceed the maximum amount ascertained in accordance with the formula set out in section 200G
of the Corporations Act 2001.
Erik Palmbachs, Chief Financial Officer

cause), or is requested to assume responsibilities not reasonably consistent with the officer’s contracted position domiciled in WA, Mr Palmbachs has the right to give
notice of termination of his agreement and the Company is obliged to pay a termination payment the equivalent of 12 months total fixed remuneration plus other existing
• The Company provides Mr Palmbachs with a fully maintained motor vehicle. Fringe Benefits Tax associated with this vehicle will be at the Company’s expense.
superannuation, superannuation gratuity to the value of which does not exceed the maximum amount ascertained in accordance with the formula set out in section 200G
of the Corporations Act 2001.
Stuart Pether, Chief Operating Officer

cause), or is requested to assume responsibilities not reasonably consistent with the officer’s contracted position domiciled in WA, Mr Pether has the right to give notice
of termination of his agreement and the Company is obliged to pay a termination payment the equivalent of 12 months total fixed remuneration plus other existing
• The Company provides Mr Pether with a fully maintained motor vehicle. Fringe Benefits Tax associated with this vehicle will be at the Company’s expense.
superannuation, superannuation gratuity to a value which does not exceed the maximum amount ascertained in accordance with the formula set out in section 200G of
the Corporations Act 2001.
Adrian Pellicia, Manager Business Development


Directors’
Report
continued
John Fraser, General Manager – Edna May Gold Project

Graham Anderson and Leonard Math, Company Secretaries

GDA Corporate, a company of which Mr Graham Anderson is a Director and Leonard Math is an employee, are paid a retainer of $7,000 per month for company secretarial,
accounting and other corporate services to Catalpa Resources Limited. There is no termination notice period.
The Directors’ report is signed in accordance with a resolution of Directors made pursuant to s.982(2) of the Corporations Act 2001.
On behalf of the Directors.
Bruce McFadzean John Rowe

Managing Director Non-Executive Director
Perth, 29 September 2010
48
17
Auditor’s
Independence
Declaration
Deloitte Touche Tohmatsu

ABN 74 490 121 060
Woodside Plaza
Level 14
240 St Georges Terrace
Perth WA 6000
GPO Box A46
Perth WA 6837 Australia
DX: 206
Tel: +61 (0) 8 9365 7000
Fax: +61 (8) 9365 7001
The Board of Directors
www.deloitte.com.au
Level 1, 9 Havelock Street,
WEST PERTH, WA, 6005
29 September 2010
Dear Board Members

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of
independence to the directors of Catalpa Resources Limited.
As lead audit partner for the audit of the financial statements of Catalpa Resources Limited for the financial year ended
30 June 2010, I declare that to the best of my knowledge and belief, there have been no contraventions of:
(i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii) any applicable code of professional conduct in relation to the audit.
Yours sincerely
DELOITTE TOUCHE TOHMATSU
Chris Nicoloff
Partner
Chartered Accountants
2010 CATALPA RESOURCES

Liability ANNUAL
limited by REPORT
a scheme approved under Professional Standards Legislation.
Member of Deloitte Touche Tohmatsu

Corporate
Governance
Statement
Catalpa’s Directors are committed to high standards of corporate governance. This statement describes the Company’s corporate governance framework. As a listed entity,
the Company is required to disclose the extent to which it has with the Australian Securities Exchange (“ASX”) Corporate Governance Council (“CGC”) revised (August 2007)
“Principles of Good Corporate Governance and Best Practice Recommendations (2nd Edition)” (the Recommendations), unless otherwise stated. Details of the Company’s
compliance with the Governance Recommendations are set out in the relevant sections of this statement.
The key corporate governance practices of the Company are summarised on Catalpa’s website www.catalparesources.com.au under the ‘Corporate – Corporate
Governance’ tab.
Principle 1: Lay Foundations for Management and Oversight

Primary Role of the Board
The board’s primary role is the protection and enhancement of long term shareholder value.
Board Operation
To ensure the Board is well equipped to discharge its responsibilities, the Board has adopted a Board Charter which details the functions and responsibilities of the Board
and those delegated to management. The Board Charter can be assessed on the Company’s website.
The Board has also established an Audit and Risk Committee and Nomination and Remuneration Committee in which the relevant charters are available on the
Company’s website.
Board Processes
The Board is responsible for the overall Corporate Governance of the Company including the strategic direction, establishing goals for executive management and monitoring
the achievement of these goals. The Board has established a framework for the management of the Company and its controlled entities, a framework which divides the
functions of running the Company between the Board, the Managing Director and the Senior Executives. The Board has put in place a system of internal control, a pro-active
business risk management process, and has the task of monitoring financial performance and the establishment of appropriate ethical standards. The Board packs for the
Board meeting are prepared and circulated in advance. Senior Executives are invited into Board meetings and are regularly involved in Board discussions.
Evaluation of Managing Director and Executive Performance

The Managing Director and the Senior Executives are responsible for the day to day running of the Company. The Board has in place a performance appraisal and
remuneration system for the Managing Director and Senior Executives designed to enhance performance. Management performance is reviewed on an annual basis. The
criterion for the evaluation of the Managing Director and each executive is their performance against key performance indicators.
Principle 2: Structure the Board to Add Value

Board Structure
Details of the Directors in office at the date of this report, including their qualifications and experience are set out in the Directors’ Report. The Board currently comprises six
Directors with each Director having their relevant expertise and experience with an emphasis on commercial, finance, exploration, mining and project development.
Criteria considered when appointing a new Director include:
• quality of the individual;
• background of experience and achievement compatibility with other board members;
• credibility within the company’s scope of activities;
• intellectual ability to contribute; and
• the physical ability to undertake a Director’s duties and responsibilities.
Directors are initially appointed by the full Board subject to election by shareholders at the next general meeting. Under the company’s constitution the tenure of a Director
(other than Managing Director, and only one Managing Director where the position is jointly held) is subject to reappointment by shareholders not later than the third
anniversary following his or her last appointment. There is no maximum age for Directors.
A Managing Director may be appointed for any period and on any terms the Directors think fit and, subject to the terms of any agreement entered into, the Directors may
revoke any appointment.
50
17
Corporate
Governance
Statement
continued
Director Independence
The Board at least annually, assesses the independence of its Non Executive Directors. This assessment may occur more than once each year if there is a change in
circumstances that may impact upon the independence of a Non Executive Director.
Individual Directors must not participate in assessing their own independence, and must provide to the Board all information relevant to the assessment.
In assessing independence, the Board considers all circumstances relevant to determining whether the Non Executive Director is free from any interest and any business
or other relationship which could, or could reasonably be perceived to materially interfere with that Director’s ability to exercise unfettered and independent judgment on
Company issues.
Directors are required to take into consideration any potential conflicts of interest when accepting appointments to other Boards.
As at the date of this report the Board comprised of 6 Directors, 5 of whom are considered to be independent.
Name First Appointed Non-Executive Independent
Peter Maloney 10 December 2009 Yes Yes

John Rowe 12 October 2006 Yes Yes
Bruce McFadzean 6 June 2008 No No
Murray Pollock 21 October 2000 Yes Yes
Barry Sullivan 16 June 2008 Yes yes
Graham Freestone 10 December 2009 Yes Yes
The Chairman
The Company’s Chairman, Mr Peter Maloney, is an independent, Non Executive Director. As Chairman, Mr Maloney is responsible for leadership of the Board and for the
efficient organisation, integrity and conduct of the Board.
The Managing Director

The Managing Director is responsible for running the Company on a day to day basis pursuant to authority delegated by the Board and is responsible for the implementation
of Board and corporate policy and planning in accordance with approved programmes and budgets. The Managing Director reports to the Board regularly and is under an
obligation to make sure that all reports which he presents give a true and fair view of the Company’s operational, production activities, exploration and other activities and its
current financial status.
The roles of Chairman and Managing Director are not exercised by the same individual.

Corporate
Governance
Statement
continued
Board Committees
The Board has established an Audit and Risk Committee comprised of four independent Directors. This committee is designed to consider specific matters and make
recommendations to the Board. The Board considers the materials and the committee recommendations presented to them and make an independent assessment of
the recommendations.
Membership of the audit and risk committee as at the date of this report is set out in the Directors’ Report.
The Board has established a Nomination and Remuneration Committee comprised of three independent Directors. This committee is designed to consider specific matters and
make recommendations to the Board. The Board considers the materials and the committee recommendations presented to them and make an independent assessment of
the recommendations.
In addition to the Audit and Risk Committee management has established a Risk Management Committee comprised of the Managing Director and senior management
designed to:
• provide a structured risk management framework that will provide senior management and the Board with comfort that the risks
confronting the organisation are identified and managed effectively;
• create an integrated risk management process owned and managed by Company personnel that is both continuous and effective; and
• ensure that the management of risk is integrated into the development of strategic and business plans, and the achievement of the
Company’s vision and values
Principle 3: Promote Ethical and Responsible Decision Making

Code of Conduct
The Board has adopted a Board Code of Conduct that deals with:
• obligations under legislation;
• personal behaviour;
• conflict of interest;
• remuneration, expenses and other benefits;
• confidentiality, information and records; and
• transactions with Director related entities.
One of the Board’s key aims is to avoid conflicts of interest (both real and apparent) and to ensure that all Board issues receive proper consideration, unfettered by outside
influences. If a conflict does exist, there are various courses of action available, depending upon the significance of the conflict.
In addition, all employees and contractors of the Company (including Directors) must observe the Company Code of Conduct. These policies provide guidance as to the
standards of behaviour to be observed in pursuing the business objectives of the Company so as to ensure that Catalpa personnel act with integrity, professionalism and
fairness at all times.
Policy on Share Trading

The Company’s policy is that Directors, officers and employees are prohibited from dealing in the Company’s shares when they possess price sensitive information. The
Board is to be notified when trading of shares in the Company by any Director or officer of the Company occurs. The Company Share Trading Policy can be assessed on the
Company’s website.
52
17
Corporate
Governance
Statement
continued
Principle 4: Safeguard Integrity in Financial Reporting

The Managing Director and Chief Financial Officer have made the following certifications to the Audit and Risk Committee and the Board:
• that the Company’s financial reports are complete and present a true and fair view, in all material respects, of the financial condition
and operational results of the Company and the Group and are in accordance with relevant legislation and accounting standards; and
• that the above statement is founded on a sound system of risk management and internal control and that the system is operating
effectively in all material respects in relation to financial reporting risks.
Audit and Risk Committee

Please refer to the Directors’ Report for a list of Audit and Risk Committee members, their qualifications, membership changes and member attendance at the Audit and Risk
Committee meetings. The Chief Financial Officer, Company Secretary and external auditors are normally invited to attend each Audit and Risk Committee meeting.
The Audit and Risk Committee assists the Board to discharge its responsibilities in the areas of:
• financial reporting;
• external audit;
• internal controls & risks;
• compliance; and
• risk assessment
As part of its role in financial reporting, the Audit and Risk Committee assesses whether the external reporting is consistent with committee members’ information and
knowledge and is adequate for shareholder needs. Additionally, on an annual basis, the Audit and Risk Committee reviews the performance and independence of the
external auditor.
Principle 5: Make Timely and Balanced Disclosure

Compliance procedures, to ensure timely and balanced disclosure of information in line with ASX Listing Rule disclosure requirements and Continuous Disclosure Guidelines,
have been noted and adopted by the Company to ensure that all necessary steps are taken by the Company to meet its obligations under the Continuous Disclosure regime.
Directors consider, on an ongoing basis, how management information is presented to them and whether such information is sufficient to enable them to discharge their
duties as Directors of the Company. Such information must be sufficient to enable the directors to determine appropriate operating and financial strategies from time to time
in light of changing circumstances and economic conditions.
The Company’s Continuous Disclosure policy can be assessed on the Company’s website.
Principle 6: Respect the Rights of Shareholders

The Company is committed to complying with the continuous disclosure obligations of the Corporations Act and the ASX Listing Rules.
The Company keeps shareholders and the market regularly informed through the annual, half year and quarterly reports. The releases include production figures, exploration
activity and other required statutory information. The Company discloses material developments to the ASX and the media as required.
From time to time, briefings are arranged to give analysts and others who advise shareholders an understanding of the Company’s activities. In conducting briefings the
Company takes care to ensure that any price sensitive information released is made available to all shareholders (institutional and private) and the market at the same time.
These announcements are lodged with the ASX and then posted on the Company’s website at www.catalparesources.com.au.
The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and identification of the Company’s strategies
and goals. Important issues are presented to shareholders as single resolutions. The Board is responsible to the shareholders and the shareholders are responsible for voting
on the appointment of Directors.
The Company also invites the external auditor to attend its Annual General Meeting and to be available to answer shareholders’ questions about the conduct of the audit and
the preparation and content of the auditor’s report.

Corporate
Governance
Statement
continued
Principle 7: Internal Control and Risk Management

The Board recognises the importance of managing risk and has established systems and procedures to assess, monitor and manage risk. A copy of the Company’s Risk
Management Policy can be obtained from the Company’s website.
The management has designed a risk management and internal control system that seeks to:
• avoid the likelihood of unacceptable outcomes and costly surprises;
• provide greater openness and transparency in decision making and ongoing management processes;
• provide for a better understanding of issues associated with the Company’s activities;
• comprise an effective reporting framework for meeting corporate governance requirements; and
• allow an appropriate assessment of innovative processes to identify risks before they occur and allow informed judgement.
In addition, the Board requires the Managing Director and Chief Financial Officer to state in writing that:
• the Company’s risk management and internal control system to manage the Company’s material risks are being managed
effectively; and
• the Company’s financial reports are founded on a sound system of risk management and internal control and that system is operating
effectively in all material respects in relation to financial reporting risks.
Whilst high priority is given to the management of risk in the Company, current and potential investors are reminded that they are investors in a Company engaged in mineral
production, exploration and development activities which by their very nature are high risk and where success may give rise to high rewards.
Principle 8: Remunerate Fairly and Responsibly

The Board is committed to ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to corporate and individual performance
is defined.
Board Remuneration
The total annual remuneration paid to Non Executive Directors may not exceed the limit set by the shareholders at an annual general meeting (currently $350,000). The
remuneration of the Non Executive Directors is fixed rather than variable.
Executive Remuneration
The Nomination and Remuneration Committee provides recommendations and direction for the Company’s remuneration practices. The Committee ensures that a significant
proportion of each executive’s remuneration is linked to his or her performance and the Company’s performance. Reviews on performance are conducted on an annual basis.
Further details in relation to Director and Executive remuneration are set out in the Remuneration Report in the Director’s Report.
54
17
Statement of
Comprehensive Income
YEAR ENDED 30 JUNE 2010 Notes Consolidated

2010 2009
$’000s $’000s
Gold sales revenue 22,274 -

Cost of sales 6(a) (18,350) -
Gross profit 3,924 -
Exploration and evaluation costs expensed as incurred (1,009) (3,316)
Operating profit/(loss) 2,915 (3,316)
Other revenue 5 755 264
Other income - 75
Administrative costs (5,809) (3,753)
Business combination expenses (2,311) -
Finance costs (70) (110)
LOSS BEFORE TAX (4,520) (6,840)
INCOME TAX BENEFIT 7 10,067 26
NET PROFIT/(LOSS) ATTRIBUTABLE TO EQUITY HOLDERS OF CATALPA RESOURCES
5,547 (6,814)
LIMITED
Other comprehensive income - -
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO EQUITY HOLDERS OF CATALPA
5,547 (6,814)
RESOURCES LIMITED
Basic earnings/(loss) per share (cents per share) 20 3.93 (13.97)

Diluted earnings/(loss) per share (cents per share) 20 3.77 (13.97)
Notes to the Financial Statements are included on pages 59 to 105.

Statement of
Financial Position
AT 30 JUNE 2010 Notes Consolidated

2010 2009
$’000s $’000s
CURRENT ASSETS
Cash and cash equivalents 27(a) 35,113 32,297
Other receivables 8 1,114 839
Other financial assets 9 - 3,533
Prepayments 244 9
Inventories 10 10,117 -
Mine development 12 1,619 -
TOTAL CURRENT ASSETS 48,207 36,678
NON‑CURRENT ASSETS
Other financial assets 9 560 -
Property, plant and equipment 11 85,006 7,457
Mine development 12 68,919 1,526
Borrowing costs 13 - 3,663
Deferred tax asset 7 19,325 -
TOTAL NON‑CURRENT ASSETS 173,810 12,646
TOTAL ASSETS 222,017 49,324
CURRENT LIABILITIES
Trade and other payables 14 15,697 4,112
Income tax payable 289 -
Borrowings 15 22,566 20
Provisions 16 1,564 108
TOTAL CURRENT LIABILITIES 40,116 4,240
NON-CURRENT LIABILITIES
Borrowings 15 38,612 66
Provisions 16 4,561 407
TOTAL NON-CURRENT LIABILITIES 43,173 473
TOTAL LIABILITIES 83,289 4,713
NET ASSETS 138,728 44,611
EQUITY
Issued capital 18 162,613 74,101
Reserves 19(a) 4,584 4,526
Accumulated losses 19(b) (28,469) (34,016)
TOTAL EQUITY 138,728 44,611
56
17
Statement of
Changes in Equity
Equity Settled
YEAR ENDED 30 JUNE 2010 Note Issued Capital Employee Accumulated Total
Benefits Losses
Reserve
Consolidated $’000s $’000s $’000s $’000s
BALANCE AT 1 JULY 2008 32,976 501 (27,202) 6,275
Loss for the year - - (6,814) (6,814)

Total comprehensive income for the year - - (6,814) (6,814)
Issue of shares (net of expenses) 41,125 - - 41,125

Recognition of share based payments - 4,025 - 4,025
BALANCE AT 30 JUNE 2009 74,101 4,526 (34,016) 44,611
Profit for the year - - 5,547 5,547

Total comprehensive income for the year - - 5,547 5,547
Issue of shares (net of expenses) 18(b) 88,512 - - 88,512

Recognition of share based payments - 58 - 58
BALANCE AT 30 JUNE 2010 162,613 4,584 (28,469) 138,728

Statement of
Cash Flows
YEAR ENDED 30 JUNE 2010 Notes Consolidated

2010 2009
$’000s $’000s
CASH FLOWS FROM OPERATING ACTIVITIES
Proceeds from sale of gold 22,274 -
Research and development grant received - 26
Payments to suppliers and employees (18,603) (3,328)
Cash generated from/(used in) operations 3,671 (3,302)
Interest received 742 263
Interest paid (70) -
Income tax paid (543) -
NET CASH INFLOW/(OUTFLOW) FROM OPERATING ACTIVITIES 27(b) 3,800 (3,039)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (69,164) (3,930)
Interest paid and capitalised as property, plant and equipment (588) -
Payment for mine development (20,623) (1,527)
Transfer from/(to) term deposits 3,533 (3,121)
Payment to acquire financial assets (560) -
NET CASH OUTFLOW FROM INVESTING ACTIVITIES (87,402) (8,578)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issues of ordinary shares net of expenses 20,829 41,125
Proceeds from borrowings 63,875 -
Repayment of borrowings (82) (10)
Payment of loan facility fee (1,100) -
NET CASH INFLOW FROM FINANCING ACTIVITIES 83,522 41,115
NET INCREASE IN CASH AND CASH EQUIVALENTS (80) 29,498
Net cash inflow from business combination 24 2,896 -
Cash and cash equivalents at the beginning of the financial year 32,297 2,799
CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL YEAR 27(a) 35,113 32,297
58
17
Notes to the
Financial Statements
30 JUNE 2010
1.General information
Catalpa Resources Limited is a listed public company, incorporated and operating in Australia. The address of its registered office and principal place of business are
disclosed in the introduction to the annual report. The principal activities of the Company and its subsidiaries (“the Group”) are described on page 32 of the Directors’ Report.
2.Significant accounting policies

Statement of compliance
The financial report is a general purpose financial report which has been prepared in accordance with the Corporations Act 2001, Accounting Standards and Interpretations,
and complies with other requirements of the law.
Accounting Standards include Australian equivalents to International Financial Reporting Standards (“AIFRS”). Compliance with AIFRS ensures that the financial statements
and notes of the Group comply with International Financial Reporting Standards (IFRS).
The financial statements were authorised for issue by the Directors on 29 September 2010.
Basis of preparation
The financial statements have been prepared on the basis of historical cost. Cost is based on the fair values of the consideration given in exchange for assets. All amounts
are presented in Australian Dollars unless otherwise noted.
The Company is a company of the kind referred to in ASIC Class Order 98/0100, dated 10 July 1998, and in accordance with that Class Order amounts in the directors’
report and the financial statements are rounded off to the nearest thousand dollars, unless otherwise indicated.
Critical accounting judgements and key sources of estimation uncertainty

In the application of AIFRS management is required to make judgments, estimates and assumptions about carrying values of assets and liabilities that are not readily
apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable
under the circumstance, the results of which form the basis of making the judgments. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised
if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Refer to Note 3 for a discussion
of critical judgements in applying the entity’s accounting policies and key sources of estimation uncertainty.
Adoption of new and revised Accounting Standards

The following new and revised Standards and Interpretations have been adopted in the current period, though have had no effect on the amounts reported.

Notes to the
30 JUNE 2010
CONTINUED
2. Significant accounting policies (continued)
New or revised requirement Effective for annual More information Impact on Group
reporting periods
beginning on or after
AASB 101: Presentation of Financial Statements (Revised

September 2007), AASB 2007-8 Amendments to Australian
Accounting Standards & Interpretations and AASB 2007-10 The group has adopted the
Further Amendments to AASBs arising from AASB 101. This has been adopted for revised terminologies for
Beginning 1 January 2009 the financial year ended 30 presentation of its financial
The revised standard affects the presentation of changes in June 2010 statements in accordance with
equity and comprehensive income. It does not change the AASB 101.
recognition, measurement or disclosure of specific transactions
and other events required by other AASB standards.
AASB 8: Operating Segments, AASB 2007-3 Amendments to The group has revised its
Australian Accounting Standards 5, 6, 102, 107, 119, 127, 134, This has been adopted for disclosure requirements in
136, 1023 & 1038 arising from AASB 8. Beginning 1 January 2009 the financial year ended 30 accordance with AASB 8, for the
This standard supersedes AASB 114, Segment Reporting which June 2010 group’s operating segments as
adopts a management reporting approach to segment reporting. monitored by management.
AASB 2008-1: Amendments to AASB 2 “Share Based Payments”

The amendments clarify the definition of “vesting conditions”, This has been adopted for
introducing the term “non-vesting conditions” for conditions other The adoption of this standard
Beginning 1 January 2009 the financial year ended 30
than vesting conditions as specifically defined and prescribe the had no impact on the group.
June 2010
accounting treatment of an award that is effectively cancelled
because a non-vesting condition is not satisfied.
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reporting periods
AASB 3 Business Combinations (Revised), AASB 127

Consolidated and Separate Financial Statements (Amended),
AASB2008-3 Amendments to AASBs arising from AASB 3 and
AASB 127 These standards are applied
prospectively and had no
The revised Standard introduces a number of changes to the material impact on prior
accounting for business combinations, the most significant of business combinations.
which includes the requirement to have to expense transaction This has been adopted for
costs and a choice (for each business combination entered Beginning 1 July 2009 the financial year ended 30 The adoption has amended the
into) to measure a non-controlling interest (formerly a minority June 2010 accounting policy of business
interest) in the acquiree either at its fair value or at its combinations for the group and
proportionate interest in the acquiree’s net assets. This choice has resulted in the expensing of
will effectively result in recognising goodwill relating to 100% acquisition related costs.
of the business (applying the fair value option) or recognising
goodwill relating to the percentage interest acquired. The
changes apply prospectively.
AASB 2008-7: Amendments to Australian Accounting Standards

– Cost of an Investment in a Subsidiary, Jointly Controlled Entity
or Associate This has been adopted for
The adoption of this standard
This amends and clarifies the following standards AASB Beginning 1 January 2009 the financial year ended 30
had no impact on the group.
101, AASB 118, AASB 127 & AASB 136 for the treatment of June 2010
determining the cost of an investment in a subsidiary, jointly
controlled entity or associate.

– Improving Disclosures about Financial Instruments This has been adopted for
The adoption of this standard
Beginning 1 January 2009 the financial year ended 30
This amends AASB 7 disclosure requirements in respect of fair had no impact on the group.
June 2010
value measurements and liquidity risk.

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30 JUNE 2010
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The following Australian Accounting Standards and Interpretations have recently been issued or amended but are not yet effective and have not been adopted by the group for
the year ended 30 June 2010.
reporting periods
AASB 107:Statement of Cash Flows

The amendments (part of AASB 2009-5 Further Amendments
to Australian Accounting Standards arising from the Annual This will be adopted for the Management does not anticipate
Beginning 1 January 2010
Improvements Project) specify that only expenditures that result year ending 30 June 2011. any material impact on adoption.
in a recognised asset in the statement of financial position can
be classified as investing activities in the statement of cash flows.
AASB 2009-5: Further Amendments to Australian Accounting

Standards arising from the Annual Improvements Project. This will be adopted for the Management does not anticipate
Amendments are made to AASB 5, 8, 101, 107, 117, 118, year ending 30 June 2011. any impact on adoption.
136 & 139.

– Group Cash-settled Share-based Payment Transactions
AASB 2.
The amendments clarify the scope of AASB 2 by requiring an
entity that receives goods or services in a share-based payment
arrangement to account for those goods or services no matter This will be adopted for the Management does not anticipate
which entity in the group settles the transaction, and no matter year ending 30 June 2011. any impact on adoption.
whether the transaction is settled in shares or cash.
The amendments incorporate the requirements previously
included in Interpretation 8 and Interpretation 11 and as a
consequence these two Interpretations are superseded by
the amendments.
AASB 2010-3 Amendments to Australian Accounting Standards

arising from the Annual Improvements Project
This will be adopted for the Management does not anticipate
Amends a number of pronouncements as a result of the IASB's Beginning 1 July 2010
year ending 30 June 2011. any impact on adoption.
2008-2010 cycle of annual improvements to provide clarification
of certain matters.
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reporting periods
AASB 2010-4 Further Amendments to Australian Accounting

Standards arising from the Annual Improvements Project This will be adopted for the Management does not anticipate
Amends a number of pronouncements as a result of the IASB’s year ending 30 June 2012. any impact on adoption.
2008-2010 cycle of annual improvements.
AASB 9: Financial Instruments and AASB 2009-11: Amendments

to Australian Accounting Standards arising from AASB 9 [AASB 1,
3, 4, 5, 7, 101, 102, 108, 112, 118, 121, 127, 128, 131, 132,
136, 139, 1023 & 1038 and Interpretations 10 & 12].
AASB 9 simplifies the classifications of financial assets into two
categories:
• Those carried at amortised cost; and
• Those carried at fair value.
Simplifies requirements related to embedded derivatives that This will be adopted for the Management does not anticipate
Beginning 1 January 2013.
exist in financial assets that are carried at amortised cost, year ending 30 June 2014. any impact on adoption.
such that there is no longer a requirement to account for the
embedded derivative separately.
Removes the tainting rules associated with held-to-maturity
assets.
Investments in unquoted equity instruments (and contracts
on those investments that must be settled by delivery of the
unquoted equity instrument) must be measured at fair value.
However, in limited circumstances, cost may be an appropriate
estimate of fair value.

Notes to the
30 JUNE 2010
CONTINUED
reporting periods

[AASBs 5, 8, 108, 110, 112, 119, 133, 137, 139, 1023 & 1031
and Interpretations 2, 4, 16, 1039 & 1052].
AASB 2009-12 makes amendments to a number of Standards
and Interpretations. In particular, it amends AASB 8 Operating
Segments to require an entity to exercise judgement in assessing
whether a government and entities known to be under the control Beginning 1 January 2011
of that government are considered a single customer for the
purposes of certain operating segment disclosures.
It also makes numerous editorial amendments to a range of
Australian Accounting Standards and Interpretations, including
amendments to reflect changes made to the text of IFRSs by the
IASB.
Revised AASB 124: Related Party Disclosures (December 2009):

Related Party Disclosures (December 2009).
Simplifies the definition of a related party, clarifying its intended Beginning 1 January 2011
meaning and eliminating inconsistencies from the definition of a
related party.

– Classification of Rights Issues.
Clarifies that rights options or warrants to acquire a fixed number This will be adopted for the Management does not anticipate
of an entities own equity instruments for a fixed amount in any Beginning 1 January 2010
currency are equity instruments if the entity offers the rights,
options or warrants pro rata to all existing owners of the same
class of its own non-derivative equity instruments.
Interpretation 19: Extinguishing Financial Liabilities with Equity

Instruments.
Requires the extinguishment of a financial liability by the issue of
equity instruments to be measured at fair value (preferably using Management have not yet
the fair value of the equity instrument issued) with the difference This will be adopted for the
Beginning 1 January 2010 determined the impact of this
between the fair value of the instrument and the carrying value year ending 30 June 2011.
amendment on adoption.
of the liability extinguished being recognised in profit or loss.
The Interpretation does not apply where the conversion terms
were included in the original contract (such as in the case of a
convertible debt) or to common control transactions.
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(a) Principles of consolidation
Subsidiaries
The consolidated financial statements are prepared by combining the financial statements of all the entities that comprise the consolidated entity (“Group”), being the
Company (the parent entity) and its subsidiaries as defined in Accounting Standard AASB 127 ‘Consolidated and Separate Financial Statements’.
Catalpa Resources Limited and its subsidiaries together are referred to in this financial report as the Group or consolidated entity.
Consistent accounting policies are employed in the preparation and presentation of the consolidated financial statements. The consolidated financial statements include
the information and results of each subsidiary from the date on which the Company obtains control and until such time as the Company ceases to control such entity. In
preparing the Consolidated financial statements, all intercompany balances and transactions, and unrealised profits arising within the Consolidated Entity are eliminated in full.
(b) Joint venture arrangements

The Group has an interest in a joint venture that is a jointly controlled operation. A joint venture is a contractual arrangement whereby two or more parties undertake an
economic activity that is subject to joint control. A jointly controlled operation involves use of assets and other resources of the venturers rather than establishment of a
separate entity. The Group recognises its interest in the jointly controlled operation by recognising its interest in the assets and the liabilities of the joint venture. The Group
also recognises the expenses that it incurs and its share of the income that it earns from the sale of goods or services by the jointly controlled operation.
(c) Business combinations

Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination shall be measured at fair value, which
shall be calculated as the sum of the acquisition date fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the
acquiree and the equity issued by the acquirer. For each business combination, the acquirer measures the non-controlling interest in the acquiree either at fair value or at the
proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual
terms, economic conditions, the Group’s operating or accounting policies and other pertinent conditions as at the acquisition date. This includes the separation of embedded
derivatives in host contracts by the acquiree. If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest
in the acquiree is remeasured at fair value as at the acquisition date through profit or loss. Any contingent consideration to be transferred by the acquirer will be recognised
at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability will be recognised in
accordance with AASB 139 in profit or loss. If the contingent consideration is classified as equity, it shall not be remeasured.
(d) Cash and cash equivalents

For cash flow statement presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term highly liquid
investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in
value, and bank overdrafts.
(e) Trade and other receivables

Receivables are recognised and carried at original invoice amount less a provision for any uncollectible debts. An estimate for doubtful debts is made when collection of the
full amount is no longer probable. Bad debts are written-off as incurred.
(f) Investments and other financial assets

Classification
The Group classifies its investments in the following categories: financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments and
available-for-sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its
investments at initial recognition and, in the case of assets classified as held-to-maturity, re-evaluates this designation at each reporting date.
(i) Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of
selling in the short term. Derivatives are classified as held for trading unless they are designated as hedges.
(ii) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets,
except for those with maturities greater than 12 months after the balance sheet date which are classified as non-current assets. Loans and receivables are included in trade
and other receivables in the statement of financial position.

Notes to the
30 JUNE 2010
CONTINUED

(iii) Held-to-maturity investments
Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group’s management has the positive
intention and ability to hold to maturity. If the Group were to sell other than an insignificant amount of held-to-maturity financial assets, the whole category would be tainted
and reclassified as available-for-sale. Held-to-maturity financial assets are included in non-current assets, except for those with maturities less than 12 months from the
reporting date, which are classified as current assets.
(iv) Available-for-sale financial assets
Available-for-sale financial assets, comprising principally marketable equity securities, are non-derivatives that are either designated in this category or not classified in any of
the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the balance sheet date.
Recognition and derecognition
Regular purchases and sales of financial assets are recognised on trade-date – the date on which the Group commits to purchase or sell the asset. Investments are initially
recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss is
initially recognised at fair value and transaction costs are expensed to profit or loss. Financial assets are derecognised when the rights to receive cash flows from the financial
assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.
When securities classified as available-for-sale are sold, the accumulated fair value adjustments recognised in other comprehensive income are included in profit or loss as
gains and losses from investment securities.
Subsequent measurement
Loans and receivables and held-to-maturity investments are carried at amortised cost using the effective interest method.
Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Gains or losses arising from changes in the
fair value of the ‘financial assets at fair value through profit or loss’ category are presented in profit or loss within other income or other expenses in the period in which they
arise. Dividend income from financial assets at fair value through profit or loss is recognised in profit or loss as part of revenue when the Group’s right to receive payments is
established.
Changes in the fair value of monetary securities denominated in a foreign currency and classified as available-for-sale are analysed between translation differences resulting
from changes in amortised cost of the security and other changes in the carrying amount of the security. The translation differences related to changes in the amortised cost
are recognised in profit or loss, and other changes in carrying amount are recognised in equity.
Fair value
The fair values of quoted investments are based on last trade prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair
value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted
cash flow analysis, and option pricing models making maximum use of market inputs and relying as little as possible on entity-specific inputs.
Impairment
The Group assesses at each balance date whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of equity securities
classified as available-for-sale, a significant or prolonged decline in the fair value of a security below its cost is considered as an indicator that the securities are impaired. If
any such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less
any impairment loss on that financial asset previously recognised in profit or loss – is removed from equity and recognised in profit or loss. Impairment losses recognised in
profit or loss on equity instruments classified as available-for-sale are not reversed through the income statement.
(g) Fair value estimation

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.
The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading and available-for-sale securities) is based on quoted market
prices at the balance sheet date. The quoted market price used for financial assets held by the Group is the last trade price.
The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values due to their short-term nature.
(h) Inventories
Gold in solution form, gold dore, refined gold bullion, stockpiled ore and work in progress are physically measured or estimated and valued at the lower of cost and net
realisable value. Cost represents the weighted average cost and includes direct costs and an appropriate portion of fixed and variable production overhead expenditure,
including depreciation and amortisation, incurred in converting materials into finished goods.
Materials and supplies are valued at the lower of cost and net realisable value. Any provision for obsolescence is determined by reference to specific stock items identified. A
regular and ongoing review is undertaken to establish the extent of surplus items and a provision is made for any potential loss on their disposal.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale.
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(i) Deferred mining expenditure
The Group defers mining costs incurred during the production stage of its operations as part of determining the cost of inventories. This is generally the case where there
are fluctuations in deferred mining costs over the life of the mine and the effect is material. The amount of mining cost deferred is based on the ratio obtained by dividing the
amount of waste tonnes mined by the quantity of ore tonnes. Mining costs deferred in the year are deferred to the extent that the current year waste to ore ratio exceeds the
life of mine waste to ore ratio. Deferred mining costs are then charged against reported profits to the extent that, in subsequent years, the current year ratio falls below the
life of mine ratio. The life of mine ratio is based on the economically recoverable reserves of the operation.
The life of mine ratio is a function of an individual mine’s design and therefore changes to that design will generally result in changes to the ratio. Changes in other technical
or economic parameters that impact reserves will also have an impact on the life of mine ratio even if they do not affect the mine’s design. Changes to the life of mine ratio
are accounted for prospectively.
Underground mining operations occur progressively on a level by level basis. In these operations an estimate is made of the life of level average underground mining cost per
tonne of ore mined to expense underground mining costs in profit or loss. Underground mining costs incurred during the year are deferred to the extent that the actual cost
per tonne of ore mined on a level in the year exceeds the life of level average.
Deferred mining costs are included in the statement of financial position as mine development and form part of the total investment in the relevant cash-generating unit to
which they relate, which is reviewed for impairment in accordance with the accounting policy on Impairment. The release of deferred mining costs is included in cost of sales.
(j) Property, plant and equipment

Land is carried at historical cost. All plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the
acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits
associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs
and maintenance are charged to profit or loss during the reporting period in which they are incurred.
Land is not depreciated. Depreciation of plant and equipment is calculated using the straight line method to allocate their cost, net of their residual values, over their estimated
useful lives. The rates vary between 10% and 33% per annum.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss.
(k) Exploration, evaluation and development expenditure

Exploration and evaluation expenditure in relation to its mineral tenements is expensed as incurred. Where the Directors decide to progress the development in an area
of interest all further expenditure incurred relating to the area is capitalised. Projects are advanced to development status and classified as mine development when it is
expected that further expenditure can be recouped through sale or successful development and exploitation of the area of interest. Such expenditure is carried forward up to
commencement of production at which time it is amortised over the life of the economically recoverable reserves. All projects are subject to detailed review on an annual basis
and accumulated costs written off to the extent that they will not be recoverable in the future.
(l) Impairment of assets

At each reporting date, the Consolidated Entity reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those
assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment
loss (if any). Where the asset does not generate cash in-flows that are independent from other assets, the Consolidated Entity estimates the recoverable amount of the cash-
generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future
cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is
reduced to its recoverable amount. An impairment loss is recognised in profit or loss immediately.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but
only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the
asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised in profit or loss immediately.

Notes to the
30 JUNE 2010
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(m) Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. The amounts are unsecured and are
paid on normal commercial terms.
(n) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the
proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method.
Borrowings are removed from the statement of financial position when the obligation specified in the contract is discharged, cancelled or expired. The difference between the
carrying amount of the financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or
liabilities assumed, is recognised in other income or other expenses.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.
(o) Borrowing costs

Borrowing costs incurred for the construction of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended
use or sale. Other borrowing costs are expensed.
(p) Leases
Leases of property, plant and equipment where the Group, as lessee, has substantially all the risks and rewards of ownership are classified as finance leases. Finance
leases are capitalised at the lease’s inception at the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding rental
obligations, net of finance charges, are included in other short-term and long-term payables. Each lease payment is allocated between the liability and finance cost. The
finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The
property, plant and equipment acquired under finance leases is depreciated over the shorter of the asset’s useful life and the lease term.
Leases where a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases (note 21). Payments
made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.
(q) Royalties
State government royalties and other royalties payable under existing agreements are payable on production and are therefore recognised on delivery of gold dore to the
refinery.
(r) Employee benefits

(i) Wages and salaries, annual leave and other employee benefits
Provision is made for employee benefits accumulated as a result of employees rendering services up to the reporting date. These benefits include wages and salaries, annual
leave, and long service leave.
Liabilities arising in respect of wages and salaries, annual leave and any other short-term employee benefits are measured at their nominal amounts based on remuneration
rates which are expected to be paid when the liability is settled. All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to
be made in respect of services provided by employees up to the reporting date. In determining the present value of future cash outflows, the market yield as at the reporting
date on national government bonds, which have terms to maturity approximating the terms of the related liability, are used.
(ii) Share-based payments
The consolidated entity has an ‘Employee and Contractor Option Plan’ (“ECOP”) for employees, contractors and executives (including Directors) of the Company.
The plan permits the Company, at the discretion of the Directors, to grant options over unissued ordinary shares of the Company to eligible Directors, members of staff and
contractors as specified in the plan rules.
The options, issued for nil consideration, are granted in accordance with performance guidelines established by the Directors of the Company.
The options are issued for a specified period and each option is convertible into one ordinary share. The exercise price of the options, determined in accordance with the rules
of the plan, is based on the market price of a share on invitation date, grant date, or another specified date after grant close. All options expire on the earlier of their expiry
date or termination of the employee’s employment.
Options do not vest until a specified period after granting and their vesting is conditional on the consolidated entity achieving certain performance hurdles.
There are no voting or dividend rights attached to the options. Voting rights will attach to the ordinary shares when the options have been exercised. The options cannot be
transferred and will not be quoted on the ASX.
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(S) Site restoration
In accordance with the consolidated entity’s published environmental policy and applicable legal requirements, a provision for site restoration in respect of contaminated land
is recognised when the land is contaminated.
The provision is the best estimate of the present value of the expenditure required to settle the restoration obligation at the reporting date, based on current legal requirements
and technology. Future restoration costs are reviewed annually and any changes are reflected in the present value of the restoration provision at the end of the reporting
period.
The amount of the provision for future restoration costs is capitalised as mine development. The unwinding of the effect of discounting on the provision is recognised as a
finance cost.
(T) Issued capital

Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
(U) Treasury shares

The Company’s own equity instruments, that were held as a result of the merger with Lion Selection Limited (treasury shares), were deducted from equity. No gain or loss is
recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments. The Company’s holding of treasury shares was cancelled
with shareholder approval during the year.
(V) Earnings per share

(i) Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares,
by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other
financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to
dilutive potential ordinary shares.
(W) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefit will flow to the entity and the revenue can be reliably measured. The following specific
recognition criteria must also be met before revenue is recognised.
Sale of gold
Revenue from sales of gold is recognised when there has been a passing of the significant risks and rewards of ownership, which means the following:
• The product is in a form suitable for delivery and no further processing is required by or on behalf of the consolidated entity;
• The quantity and quality (grade) of the product can be determined with reasonable accuracy;
• The product has been despatched to the customer and is no longer under the physical control of the consolidated entity;
• The selling price can be measured reliably;
• It is probable that the economic benefits associated with the transaction will flow to the consolidated entity; and
• The costs incurred, or expected to be incurred, in respect of the transaction can be measured reliably.
Revenue from the sale of gold produced during the processing plant commissioning phase is credited to the cost of the processing plant and not recognised as revenue.
Interest
Revenue is recognised as the interest accrues using the effective interest rate method (which is the rate that exactly discounts estimated future cash receipts through the
expected life of the financial instrument to the net carrying amount of the financial asset).

Notes to the
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(X) Income tax
The income tax expense or benefit for the period is the tax payable on the current period’s taxable income based on the national income tax rate for each jurisdiction adjusted
by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in
the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than
a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws)
that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred
income tax liability is settled.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise
those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the
Company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the
same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to
realise the asset and settle the liability simultaneously.
Current and deferred tax balances attributable to amounts recognised directly in other comprehensive income or equity are also recognised directly in other comprehensive
income or equity.
(Y) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is
recognised as part of the cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is
included with other receivables or payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the
taxation authority, are presented as operating cash flow.
(Z) Share based payments

Equity-settled share-based payments are measured at fair value at the date of grant. Fair value is measured by use of the Black & Scholes option pricing model. The expected
life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the consolidated
entity’s estimate of shares that will eventually vest.
For cash-settled share based payments, a liability equal to the portion of the goods or services received is recognised at the current fair value determined at each
reporting date.
70
17
Notes to the
30 JUNE 2010
CONTINUED
3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Critical judgements in applying the Group’s accounting policies
The following are the critical judgments (apart from those involving estimations which are dealt with below) that management has made in the process of applying the Group’s
accounting policies and that have the most significant effects on the amounts recognised in the financial statements.
Determination of mineral resources and ore reserves
The Group estimates its Mineral Resources and Ore Reserves in accordance with the Australian Code of Reporting of Exploration Results, Mineral Resources and Ore Reserves
(the “JORC Code”). The information on mineral resources and ore reserves is prepared by or under the supervision of Competent Persons as defined in the JORC Code. The
amounts presented are based on the Mineral Resources and Ore Reserves determined under the JORC Code.
There are numerous uncertainties inherent in estimating mineral resources and ore reserves and assumptions that are valid at the time of estimation which may change
significantly when new information becomes available.
Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status of reserves and may, ultimately, result
in the reserves being restated. Such changes in reserves could impact on depreciation and amortisation rates, asset carrying values and provisions for decommissioning and
restoration.
Estimation for the provision for rehabilitation and dismantling
Provision for rehabilitation and dismantling property, plant and equipment is estimated taking into consideration facts and circumstances available at the balance sheet date.
This estimate is based on the expenditure required to undertake the rehabilitation and dismantling, taking into consideration time value of money.
Deferred mining expenditure
The Group defers mining costs incurred during the production stage of its operations which are calculated in accordance with accounting policy Note 2(i).
Key sources of estimation uncertainty
The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing
a material adjustment to the carrying amount of assets and liabilities within the next financial year.
Impairment of property, plant and equipment
The Group reviews for impairment of property, plant and equipment, in accordance with its accounting policy. The recoverable amount of these assets has been determined
based on the higher of the assets’ fair value less costs to sell and value in use. These calculations require the use of estimates and judgements.
Impairment of capitalised mine development expenditure
The future recoverability of capitalised mine development expenditure is dependent on a number of factors, including the level of proved, probable and inferred mineral
resources, future technological changes which could impact the cost of mining, future legal changes (including changes to environment restoration obligations) and changes
to commodity prices.
To the extent that capitalised mine development expenditure is determined not to be recoverable in the future, this will reduce profits and net assets in the period in which this
determination is made.
4.SEGMENT INFORMATION
Description of segments
The Group’s operations are all conducted in the gold mining industry in Australia.
The Group has identified its operating segments based on the internal reports that are reviewed and used by the Managing Director and the management team (the chief
operating decision makers) in assessing performance and in determining the allocation of resources.
The Group’s two mine sites are each treated as separate operating segments. Management monitors the operating results of its business units separately for the purpose of
making decisions about resource allocation and performance assessment.
Segment performance is evaluated based on operating profit or loss, which is measured on the same basis as profit or loss in the consolidated financial statements. There is
no change in the basis of segmentation on adoption of AASB 8 Operating Segments.

Notes to the
30 JUNE 2010
CONTINUED
4.SEGMENT INFORMATION (CONTINUED)

Year ended Edna May Cracow Unallocated Total
30 June 2010 Gold Project Mining Joint items
Venture
$’000s $’000s $’000s $’000s
Revenue
External sales - 22,274 - 22,274
Total segment revenue - 22,274 -
Interest revenue 755
Total revenue per the statement of 23,029
comprehensive income
Segment result (1,009) 3,924 - 2,915

Corporate expenses (5,809)
Expense of business acquisition (2,311)
Finance costs (70)
Net loss before tax per the statement of (4,520)
30 June 2010
Segment assets 119,139 64,121 19,432 202,692
Deferred tax asset 19,325

Total assets per the statement of financial position 222,017
Segment liabilities 77,771 4,372 1,146 83,289
Deferred tax liability -

Total liabilities per the statement of financial position 83,289
Total assets have materially increased from the 30 June 2009 annual report due to the acquisition of an interest in the Cracow Mining Joint Venture and plant construction
and mine development work carried out at the Edna May Gold Project during the period.
72
17
Notes to the
30 JUNE 2010
CONTINUED
4.SEGMENT INFORMATION (continued)
Edna May Cracow Unallocated Total

Gold Project Mining Joint items
Venture
$’000s $’000s $’000s $’000s
Other segment information
Depreciation and amortisation - 7,938 180 8,118
Additions to non-current assets (including fair value of

assets acquired in business combination (refer 91,222 61,057 112 152,391
note 24)

Revenue
Total segment revenue - - - -

Total revenue per the statement of 264
Segment result (7,104) - - (7,104)

Net loss before tax per the statement of (6,840)
30 June 2009
Segment assets 8,983 - 40,341 49,324
Total assets per the statement of financial position 49,324
Segment liabilities 42 - 4,671 4,713

Total liabilities per the statement of financial position 4,713
Other segment information

Depreciation and amortisation 1 - 161 162
Additions to non-current assets 3,867 - 158 4,025

Notes to the
30 JUNE 2010
CONTINUED
2010 2009
$’000s $’000s
5. OTHER REVENUE
Interest revenue 755 264
6. SEGMENT INFORMATION (continued)

(a) Cost of Sales
- Mining 5,525 -
- Processing 3,724 -
- Amortisation and depreciation 6,806 -
- Royalty 606 -
- Other 1,689 -
18,350 -
(b) Loss before income tax includes the following specific expenses:
Rental of premises under operating lease
186 232
- Minimum lease payments
Depreciation 1,312 162
Employee benefits:
- Salary and wages 3,059 867
- Share based payments 58 252
- Superannuation (defined contribution plans) 299 100
74
17
Notes to the
30 JUNE 2010
CONTINUED
2010 2009
$’000s $’000s
7. INCOME TAX
(a) Income tax benefit
Research & design rebate - (26)
Deferred tax benefit on origination and reversal of temporary differences (10,067) -
Total income tax benefit per income statement (10,067) (26)
(b) Numerical reconciliation of income tax benefit to prima facie tax payable
Loss from continuing operations before income tax benefit (4,520) (6,840)
Prima facie tax benefit at the Australian tax rate of 30% (2009: 30%) (1,356) (2,052)
Add tax effect of:

Non-deductible expenses 23 126
Effect of current year tax losses not recognised - 1,926
Less tax effect of:

Temporary differences not previously recognised (184) -
Tax losses not previously recognised (8,550) -
Research & design rebate - (26)
Income tax (benefit) (10,067) (26)
(c) Recognised deferred tax assets & liabilities
Assets Liabilities Net

2010 2009 2010 2009 2010 2009
$’000s $’000s $’000s $’000s $’000s $’000s
Accruals & provisions 1,783 204 (9) - 1,774 204
Mine development 15,183 - (8,013) (458) 7,170 (458)
Depreciation - - (325) (979) (325) (979)
Inventory - (733) (733) -
Prior year losses now recognised 8,980 1,234 - - 8,980 1,234
Other items 2,459 - - (1) 2,459 (1)
28,405 1,438 (9,080) (1,438) 19,325 -

Notes to the
30 JUNE 2010
CONTINUED
7. INCOME TAX (continued)

(d) Movement in temporary differences recognised during
the year
Balance at Recognised in Recognised on Balance at

1 July 2009 income acquisition of 30 June 2010
subsidiary
$’000s $’000s $’000s $’000s
Accruals & provisions 204 1,320 250 1,774
Mine development (459) 1,008 6,621 7,170
Depreciation (979) 979 (325) (325)
Inventory - (509) (224) (733)
Prior year losses now recognised 1,234 7,746 - 8,980
Other items - (477) 2,936 2,459
Net tax assets/(liabilities) - 10,067 9,258 19,325
Balance at Recognised in Balance at

1 July 2008 income 30 June 2009
$’000s $’000s $’000s

Accruals & provisions 6 198 204
Mine properties - (458) (458)
Depreciation - (979) (979)
Prior year losses now recognised - 1,234 1,234
Other items (6) 5 (1)
Net tax assets/(liabilities) - - -
(e) Unrecognised deferred tax assets
2010 2009
$’000s $’000s
Deferred tax assets at 30% have not been recognised in respect
of the following:
Tax losses - 7,222
- 7,222
No income tax is payable by the consolidated entity. The deferred tax assets arising from the tax losses have been recognised. This future income tax
benefit will only be obtained if:
(a) future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be realised;
(b) the conditions for deductibility imposed by tax legislation continue to be complied with; and
(c) no changes in tax legislation adversely affect the consolidated entity in realising the benefit.
76
17
Notes to the
30 JUNE 2010
CONTINUED
7. INCOME TAX (continued)

Tax consolidation
The Company and its 100% owned controlled entities have formed a tax consolidated group. Members of the Consolidated Entity have entered into a tax sharing arrangement
in order to allocate income tax expense to the wholly owned controlled entities on a pro-rate basis. The agreement provides for the allocation of income tax liabilities between
the entities should the head entity default on its tax payment obligations. At balance date, the possibility of default is remote. The head entity of the tax consolidated group is
Catalpa Resources Limited.
Members of the tax consolidated group have entered into a tax funding agreement. The tax funding agreement provides for the allocation of current taxes to members of the
tax consolidated group. Deferred taxes are allocated to members of the tax consolidated group in accordance with a group allocation approach which is consistent with the
principles of AASB 112 Income Taxes.
In this regard the Company has assumed the benefit of tax losses from controlled entities of $12.137 million (2009: nil) as of the balance date. The nature of the tax funding
agreement is such that no tax consolidation contributions by or distributions to equity participants are required.
2010 2009
$’000s $’000s
8. OTHER RECEIVABLES
Government taxes receivable 1,006 720
Other receivables 108 119
1,114 839
No receivables are past due and all are due to be received within 60 days.
9. OTHER FINANCIAL ASSETS

Current
Term deposits on tenements and performance bonds(i) - 3,507
Other deposits - 26
- 3,533
Non-current
Available for sale investments carried at fair value
Shares in Renaissance Minerals Limited(ii) 560 -
560 -
(i)
The performance bonds held at the end of the previous year were replaced with a bank guarantee and the
deposit monies returned to the Group.
(ii)
Fair value is based on the closing price of shares at balance date

Notes to the
30 JUNE 2010
CONTINUED
2010 2009
$’000s $’000s
10. INVENTORIES
Current
Ore stockpiles 1,163 -
Gold in circuit and in transit 7,039 -
Consumables 1,915 -
10,117 -
The cost of inventories recognised as an expense during the period in respect of continuing
operations was $9.249 million (2009: nil)
11. PROPERTY PLANT AND EQUIPMENT

Plant and
Freehold Land Total
Equipment
$’000s $’000s $’000s
Gross carrying amount
Balance at 1 July 2008 474 8,256 8,730
Additions - 4,025 4,025
Balance at 30 June 2009 474 12,281 12,755
Additions - 70,939 70,939
Borrowing cost capitalised - 3,283 3,283
Acquisition through business combination - 4,980 4,980
Balance at 30 June 2010 474 91,483 91,957
Accumulated depreciation, amortisation and impairment

Balance at 1 July 2008 (84) (5,052) (5,136)
Depreciation charge - (162) (162)
Balance at 30 June 2009 (84) (5,214) (5,298)
Depreciation charge - (1,653) (1,653)
Balance at 30 June 2010 (84) (6,867) (6,951)
Net book value

As at 30 June 2009 390 7,067 7,457
As at 30 June 2010 390 84,616 85,006
78
17
Notes to the
30 JUNE 2010
CONTINUED
2010 2009
$’000s $’000s
12. MINE DEVELOPMENT
Evaluation and development costs carried forward in respect of mining areas of interest
Current
Opening net book amount - -
Acquisition through business combination 1,959 -
Amortisation charge (669) -
Incurred during the year 329 -
Closing net book amount 1,619 -
Non-current
Opening net book amount 1,526 -
Acquisition through business combination 47,891 -
Amortisation charge (5,796) -
Incurred during the year 25,298 1,526
Closing net book amount 68,919 1,526
13. BORROWING COSTS
Prepaid borrowing costs - 3,663
Prepaid borrowing costs were paid to Macquarie bank Limited during the previous year as a fee for arranging finance for the Edna May Gold Project, though the financing
facility was executed during the current year. In the year ending 30 June 2010, these costs were reclassified against the loan, following the initial drawn down against this
facility. The costs are being amortised over the life of the loan in accordance with the Company’s accounting policies (refer to note 2).
2010 2009
$’000s $’000s
14. TRADE AND OTHER PAYABLES
Trade payables 14,498 3,865
Accrued interest on borrowings 670 -
Other payables and accruals 529 247
15,697 4,112
Credit terms are generally 30 days from the end of the month an invoice is received. The Group has financial risk management policies in place to
ensure all payables are paid within the pre-agreed credit terms.

Notes to the
30 JUNE 2010
CONTINUED
2010 2009
$’000s $’000s
15. BORROWINGS
Secured at amortised cost
Current
Bank loan1 23,500 -
Less: borrowing costs (1,151) -
Finance lease liabilities2 217 20
22,566 20
Non-current
Secured at amortised cost
Bank loan1 41,500 -
Less: borrowing costs (3,454) -
Finance lease liabilities2
566 66
38,612 66
1
Secured by
- a fixed and floating charge over all assets and undertakings of the Group, excluding its interest in the Cracow Gold Project;
- a mortgage over the Edna May Gold Project tenements; and
- a fixed charge over the Company’s proceeds account and gold account.
Interest was charged during the period at an average rate of 9.6% pa.
Secured by the assets leased. In the event of default the assets revert to the lessor. Interest on finance leases is charged at rates between 7.5%
2
and 9.5% pa.
80
17
Notes to the
30 JUNE 2010
CONTINUED
2010 2009
$’000s $’000s
16. PROVISIONS
Current
Employee benefits 1,564 108
Non-current
Long service leave 141 -
Site restoration 4,420 407
4,561 407
Movements in provision for site restoration

Site restoration $’000s
Carrying amount at start of year 407
Acquisition through business combination 507
Provisions made during the year 3,506
Provisions used during the year -
Carrying amount at end of year 4,420
The Group recognises that it has an obligation to restore its mine sites to their original condition at the end of the life of mine. Mine rehabilitation
costs are provided for at the present value of future expected expenditure when the liability is incurred. Although the ultimate cost to be incurred
is uncertain, the Group has estimated its costs based on feasibility and engineering studies using current restoration standards and techniques and
has used a discount rate of 11.4% to determine its present value. When this liability is recognised a corresponding asset is also recognised as part
of the development costs of the mine and is amortised across the same useful life.
17.OBLIGATIONS UNDER FINANCE LEASES

Finance leases relate to motor vehicles and communications equipment with lease terms of 3 years. The Group has options to purchase the assets for a nominal amount at
the conclusion of the lease arrangements. The Group’s obligations under finance leases are secured by the lessors’ title to the leased assets.
Minimum Lease Payments Present Value of Minimum

Lease Payments
2010 2009 2010 2009
$’000s $’000s $’000s $’000s
Not later than one year 276 22 217 20
Later than one year and not later than five years 603 76 566 66
Later than five years - - - -
879 98 783 86
Less future finance charges (96) (12) - -
Present value of minimum lease payments 783 86 783 86
Included in financial statements as:

- Current borrowings 217 20
- Non-current borrowings 566 66
783 86

Notes to the
30 JUNE 2010
CONTINUED
18. ISSUED CAPITAL

(a) Share capital
2010 2009
Number of shares $’000s Number of shares $’000s
Ordinary shares fully paid 162,749,311 162,613 1,171,777,896 74,101
(b) Movements in ordinary share capital

2010 2009
Number of shares $’000s Number of shares $’000s
Beginning of the financial year 1,171,777,896 74,101 345,377,313 32,976
Issued during the year:
- Issue of shares for drilling services - - 3,426,014 182
- First tranche of capital raising - - 74,229,332 4,454
- Second tranche of capital raising - - 450,194,007 27,012
- Placement of shares 7,590,910 10,020 172,723,071 3,454
- Issued on exercise of options 2,085,700 2,086 72,926 7
- Issued under share purchase plan - - 125,755,233 7,545
- Issued under entitlement offer 8,006,681 10,008 - -
- Issued as part of loan facility fee 500,000 742 - -
- Compensation payments to option holders - (88) - -
- Shares issued as consideration for acquisition of
88,029,353 154,932 - -
subsidiaries
- One for eleven share consolidation (1,065,318,526) - - -
- Cancellation of treasury shares (49,922,703) (87,864) - -
Less transaction costs - (1,324) - (1,529)
End of the financial year 162,749,311 162,613 1,171,777,896 74,101
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid
on the shares held.
On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to
one vote.
82
17
Notes to the
30 JUNE 2010
CONTINUED
18. ISSUED CAPITAL (CONTINUED)
(c) Options on issue at 30 June Number of options

Exercise Expiry date 2010 20091
price1,2
Listed: $1.10 31 Oct 2011 5,402,605 15,702,096
$1.032 30 June 2010 - 3,482,026
Unlisted: $1.137 22 Nov 2010 18,182 18,182

$0.867 29 Apr 2011 - 9,090
$0.647 23 Dec 2013 56,819 56,819
$0.867 23 Dec 2013 375,004 397,731
$1.087 23 Dec 2013 375,004 397,731
$1.307 23 Dec 2013 397,731 397,731
$1.527 23 Dec 2013 340,912 340,912
$0.647 11 Mar 2014 113,637 113,637
$0.867 11 Mar 2014 113,637 113,637
$1.087 11 Mar 2014 113,637 113,637
$1.307 11 Mar 2014 113,637 113,637
$0.83 31 Mar 2014 6,060,606 6,060,606
Total options on issue at year end 13,481,411 27,317,472
Share options carry no rights to dividends and no voting rights. Further details of the employees and contractors share option plan are contained in note 29 to the financial
statements.
1
adjusted for one for eleven share consolidation carried out in December 2009.
2
the exercise price of options issued prior to a rights issue by the Company in 2008 have been adjusted as a consequence of the rights issue, in accordance with
SX Listing Rules.

Notes to the
30 JUNE 2010
CONTINUED
Consolidated
2010 2009
$’000s $’000s
19. RESERVES AND ACCUMULATED LOSSES
(a) Reserves
Equity settled employee benefits reserve
Balance at beginning of year 4,526 501
Borrowing costs (i)
- 3,773
Employee share options 58 252
Balance at end of year 4,584 4,526
(i)
The options were granted in the prior year to Macquarie Bank Limited as consideration for the financial facility provided. These options have been
measured at their fair value at grant date.
(b) Accumulated losses

Balance at beginning of year (34,016) (27,202)
Net profit/(loss) for the year 5,547 (6,814)
Balance at end of year (28,469) (34,016)
(c) Nature and purpose of reserves

Share-based payments reserve
The share-based payments reserve is used to recognise the fair value of options issued.
20. EARNING PER SHARE

2010 2009
Basic earnings/(loss) per share (cents) 3.93 (13.97)
Diluted earnings/(loss) per share (cents) 3.77 (13.97)
(a) Basic loss per share

The earnings and weighted average number of ordinary shares used in the calculation of basic loss
$’000s $’000s
per share are as follows:
Profit/(loss) for the year attributable to owners of the Company 5,547 (6,814)
Number of shares Number of shares1

Weighted average number of ordinary shares for the purposes of calculating basic loss per share 141,225,758 48,878,158
(b) Diluted loss per share

The earnings and weighted average number of ordinary shares used in the calculation of diluted
$’000s $’000s
loss per share are as follows:
Profit/(loss) for the year attributable to owners of the Company 5,547 (6,814)
Number of shares Number of shares1
Weighted average number of ordinary shares for the purposes of calculating basic loss per share 141,225,758 48,878,158
Shares deemed to be issued for no consideration in respect of options (2009: anti-dilutive and
5,935,070 -
hence excluded from the calculations)
Weighted average number of ordinary shares for the purposes of calculating diluted loss per share 147,160,828 48,878,158
The following potential ordinary shares are anti-dilutive and are therefore excluded from the
weighted average number of ordinary shares for the purposes of diluted earnings per share
Options with an exercise price above the average market price of ordinary shares for the year 340,912 1,581,445
1
84
17
Notes to the
30 JUNE 2010
CONTINUED
21. COMMITMENTS
2010 2009
$’000s $’000s
(a) Exploration commitments
Within one year 838 693
Longer than 1 year, not longer than 5 years 50 -
888 693
All of the Company's tenements are situated in Australia.
In order to maintain an interest in the mining and exploration tenements in which the Company is involved, the Company is committed to meet the conditions
under which the tenements were granted and the obligations of any joint venture agreements. The timing and amount of exploration expenditure commitments
and obligations of the Company are subject to the minimum expenditure commitments required as per the Mining Act, as amended, and may vary significantly
from the forecast based upon the results of the work performed which will determine the prospectivity of the relevant area of interest. These obligations are
not provided for in the financial report.
No estimate has been given of expenditure commitments beyond 12 months for Western Australian tenements and two years for Queensland tenements as
this is dependent on the directors' ongoing assessment of operations and, in certain circumstances, native title negotiations.
(b) Lease commitments: Group as lessee

Operating leases (non‑cancellable):
Minimum lease payments:
within one year 27 136
later than one year but not later than five years - 56
Greater than five years - 42
27 234
The property lease is a non-cancellable lease with a two-year term expiring on 30 September 2010, with rent payable monthly in advance.
(c) Physical gold delivery commitments

Gold for Contracted Value of
physical gold sale committed sales
delivery price
Consolidated ounces $ $’000s
Within one year 69,891 1,557.50 108,855
later than one year but not later than five years 277,747 1,557.50 432,591
Greater than five years - - -
347,638 1,557.50 541,446

Notes to the
30 JUNE 2010
CONTINUED
21. COMMITMENTS (continued)

The counterparty to the physical gold delivery contracts is Macquarie Bank Limited (“MBL”). The contracts are settled on a quarterly basis by physical delivery of gold per MBL’s
instructions. The contracts are accounted for as sale contracts with revenue recognised once the gold has been delivered to MBL or its agent. The Chief Financial Officer is
responsible for monitoring gold production to assess if the physical delivery commitments will be met in any given quarter and reports the results of his review to the Managing
Director and the Board of Directors on at least a monthly basis.
The physical gold delivery contract is considered a contract to sell a non-financial item, and is therefore out of the scope of AASB 139. As a result, no derivatives are required
to be recognised. The Company has no other gold sale commitments.
2010 2009
$’000s $’000s
(d) Capital expenditure commitments
Plant and equipment
Within one year 629 52,200
Longer than 1 year, not longer than 5 years - -
629 52,200
Capital expenditure commitments at the end of the previous year related to a contract the Group had entered into for the construction of the Edna May gold treatment plant.
(e) Other contracts

(i) Contract to supply and operate mobile mining equipment to the Edna May Gold Project
A termination fee is payable by the Group if this contract is terminated with less than 6 months notice. The maximum termination fee payable is $2.8 million. No
termination fee is payable if the Group provides more than 6 months notice.
(ii) Contract to supply electricity to the Edna May Gold Project

The Group have entered into a 3 year contract to purchase electricity for the Edna May Gold Project. Supply of electricity under the contract commenced during
February 2010. The Group has an obligation under the contract to purchase a minimum amount of electricity each year and has provided a bank guarantee of $1.2
million to the electricity provider to cover the cost of failing to meet any obligations under the contract, including any shortfall in electricity usage.
(iii) Contract to supply mining services to the Cracow Mining Joint Venture
The Cracow Mining Joint Venture is required to pay for the demobilisation of mining equipment and the mining work force should mining operations at the Cracow
Gold Project cease. The Group’s share of the estimated maximum amount that would be payable is $0.45 million.
86
17
Notes to the
30 JUNE 2010
CONTINUED
22. CONTINGENCIES
Contingent liabilities
Bank guarantees
The Group has provided a bank guarantee of $1.2 million to the electricity provider to the Edna May Gold Project to cover the cost of failing to meet any obligations under the
contract, including any shortfall in electricity usage (refer note 21(e)).
The Group has also provided a bank guarantee of $3.5 million to the State of Western Australia to cover the cost of site restoration.
The Cracow Gold Project, of which the Group has a 30% share (refer note 25), has bank guarantees of:
− $2.1 million (Group’s share $0.6 million, 2009:nil) in favour of the State of Queensland to cover the cost of site restoration; and
− $4.4 million (Group’s share $1.3 million, 2009: nil) in favour of the electricity provider to cover the cost of infrastructure constructed by the service provider should the
service no longer be required. The value of the guarantee decreases over time, reducing to nil in 2034.
Cross charge
The obligations of the Group to make payments under the Cracow Mining Joint Venture Agreement are secured by registered cross charges over the assets of the Cracow Gold
Project given in favour of the other joint venture participant.
There were no other material contingent assets or liabilities as at period end.

Notes to the
30 JUNE 2010
CONTINUED
23. SUBSIDIARIES
Details of the Company’s subsidiaries are as follows:
Name Country of Incorporation Ownership Interest
2010 2009
Westonia Mines Minerals Pty Ltd Australia 100% 100%
Edna May Operations Pty Ltd Australia 100% 100%
Lion Selection Pty Ltd Australia 100% -
AuSelect Pty Ltd Australia 100% -
Lion Mining Pty Ltd Australia 100% -
Sedgold Pty Ltd Australia 100% -
Fernyside Pty Ltd Australia 100% -
24. ACQUISITION OF SUBSIDIARIES

During December 2009, the Group completed a merger with Lion Selection Limited. As part of the merger the Group acquired a 100% interest in Lion Selection Pty Ltd
which in turn has a 100% interest in:
AuSelect Pty Ltd;
Lion Mining Pty Ltd;
Sedgold Pty Ltd; and
Fernyside Pty Ltd.
The above subsidiaries collectively hold a 30% interest in the Cracow Gold Project (refer to note 25). The Cracow Gold Project is an underground gold mine which produced
102,759 ozs of gold for the year ended 30 June 2010. This acquisition will increase gold production for the Group assisting the Group to transition to a mid-tier gold
producer. The Group’s share of production since acquisition date was 17,321 ozs.
The consideration transferred consisted of 88,029,353 shares with a fair value of $1.76 each based on the quoted price of the shares of Catalpa at the date of exchange.
Acquisition-related costs amounting to $2.311 million have been excluded from the consideration and have been recognised as an expense in the period.
Assets acquired and liabilities assumed at the date of acquisition

The Group has recognised the fair values of the identifiable assets and liabilities of the acquired subsidiaries as follows:
88
17
Notes to the
30 JUNE 2010
CONTINUED
24. ACQUISITION OF SUBSIDIARIES (continued)
Fair value at
acquisition Carrying value
date
$’000s $’000s
Current assets
Cash 2,896 2,896
Trade and other receivables 248 248
Financial assets 87,864 85,236
Inventories 3,434 3,434
Exploration, evaluation and development 1,959 1,959
Total current assets 96,401 93,773
Non-current assets
Property, plant and equipment 4,980 4,980
Exploration, evaluation and development 47,891 34,848
Deferred tax asset 9,258 -
Total non-current assets 62,129 39,828
Total assets 158,530 133,601
Current liabilities
Trade and other payables 1,511 1,511
Income tax payable 833 833
Provisions 747 747
Total current liabilities 3,091 3,091
Non-current liabilities
Provisions 507 507
Deferred tax liabilities - 2,629
Total non-current liabilities 507 3,136
Total liabilities 3,598 6,227
Fair value of identifiable net assets 154,932
Acquisition date fair value of consideration transferred

Shares issued at fair value 154,932

Notes to the
30 JUNE 2010
CONTINUED
24. ACQUISITION OF SUBSIDIARIES (continued)

Net cash inflow arising from the acquisition
$’000s
Consideration paid in cash -
Cash and cash equivalent balances acquired 2,896
2,896
Impact of acquisition on the results of the Group

The acquired subsidiaries contributed revenues of $22.384 million and a net profit after tax of $2.879 million to the consolidated entity for the period from 1 December 2009
to 30 June 2010. Had the acquisition of the subsidiaries been effected at 1 July 2009, the revenue of the Group for the year ended 30 June 2010 would have increased by
$15.151 million and the net profit after tax for the year would have increased by $1.419 million.
25. JOINTLY CONTROLLED OPERATION

The Group owns a 30% interest in the Cracow Gold Project located in Queensland. Newcrest Mining Limited own the other 70% and manage the operation. Each joint
venture partner is responsible for selling their share of gold produced.
The Group’s interest, as a venturer, in assets employed in the Cracow Gold Project is detailed below. The amounts are included in the consolidated financial statements under
their respective asset categories as a result of the proportionate consolidation of the Cracow Gold Project:
CONSOLIDATED
Share of joint venture operation’s assets and liabilities June June

2010 2009
$’000s $’000s
Current assets 5,892 -
Non-current assets 22,898 -
Total assets 28,790 -
Current liabilities 3,676 -
Non-current liabilities 435 -
Total liabilities 4,111 -
Net assets 24,679 -
Share of joint venture revenue, expenses and results
Revenue - interest 110 -
Expenses (15,200) -
Loss before income tax (15,090) -
Share of joint venture capital commitments - -
Each joint venture partner is responsible for selling their share of gold production, hence the joint venture does not generate any revenue from gold sales
90
17
Notes to the
30 JUNE 2010
CONTINUED
26. PARENT ENTITY INFORMATION

The following details information related to the parent entity, Catalpa Resources Limited, at 30 June 2010. The information presented here has been prepared using
consistent accounting policies as presented in Note 2.
2010 2009
$’000s $’000s
Financial Position
Assets
Current assets 18,666 36,670
Non-current assets 129,372 12,625
Total assets 148,038 49,295
Liabilities
Current liabilities 2,999 4,199
Non-current liabilities 8,439 472
Total liabilities 11,438 4,671
Net assets 136,600 44,624
Equity
Issued capital 162,613 74,101
Equity settled employee benefits reserve 4,584 4,526
Accumulated losses (30,597) (34,003)
Total equity 136,600 44,624
Financial Performance
Profit/(loss) for the year 3,406 (6,801)
Other comprehensive income - -
Total comprehensive income 3,406 (6,801)
Catalpa Resources Limited has provided a guarantee to Macquarie Bank Limited in respect of the loan to Edna May Operations Pty Ltd
(refer note 15).
Catalpa Resources Limited had no commitments to purchase property, plant and equipment or other contingent liabilities at year end.

Notes to the
30 JUNE 2010
CONTINUED
27. CASH AND CASH EQUIVALENTS

2010 2009
$’000s $’000s
(a) Reconciliation of cash and cash equivalents
Cash and cash equivalents as shown in the balance sheets and the statements of cash flows
Cash at call 26,075 32,297
Short-term deposits 9,038 -
35,113 32,297
(b) Reconciliation of loss for the year to net cash outflow from operating activities
Profit/(loss) for the year 5,547 (6,814)
Non‑Cash Items:
Depreciation and amortisation 8,118 162
Share based payments 58 362
(Increase)/decrease in assets:
(Increase)/decrease in other receivables (13) (748)
(Increase)/decrease in prepayments (235) (9)
(Increase)/decrease in inventories (543) -
Increase/(decrease) in liabilities:
(Decrease)/increase in trade and other payables 84 3,956
(Decrease)/increase in provisions 851 52
(Decrease)/increase in deferred tax balance (10,067) -
Net cash inflow/(outflow) from operating activities 3,800 (3,039)
(c) Financing facilities

The amount of bank loan facility used at year end is as follows:
Amount used 65,000 -
Amount unused - -
65,000 -
(d) Non-cash investing and financing activities

Except for vehicles and communications equipment acquired under finance lease (refer note 15) and the acquisition of a subsidiary by way of shares (refer
note 24), there were no non-cash investing and financing activities during the financial year.
92
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Notes to the
30 JUNE 2010
CONTINUED
28. FINANCIAL RISK MANAGMENT

(a) Financial risk management objectives
The Group is exposed to financial risk through the normal course of its business operations. The key risks impacting the Group’s financial instruments are considered to
be interest rate risk and credit risk. Management of these risks is governed by the Company’s Treasury and Risk Management Policy approved by the Board. The Group’s
financial instruments exposed to these risks are cash and short term deposits, receivables and trade payables.
The consolidated entity’s Managing Director and Chief Financial Officer monitor the Group’s risks on an ongoing basis and report compliance with the Policy to the Board on a
regular basis.
(b) Categories of financial instruments
The Group holds the following financial instruments
2010 2009
$’000s $’000s
Financial assets
Cash and cash equivalents 35,113 32,297
Receivables 1,114 4,372
Available for sale financial asset 560 -
36,787 36,669
Financial liabilities
Amortised cost 81,769 4,198
81,769 4,198
The carrying values of the financial assets and liabilities noted above approximate their fair value at balance date. The available for sale financial asset is valued at the closing
market value of shares on the balance date (refer note 9).
(c) Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide future returns for shareholders and
benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The management of the Group’s capital is performed by the Board.
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The
Board of Directors monitors the return on capital, which the consolidated entity defines as net operating income divided by total shareholders’ equity. The gearing ratio of the
Group at balance date is 47.4% (2009: 0.2%) There were no changes in the consolidated entity’s approach to capital management during the year.
The Group operates in Australia. The Group is not subject to any externally imposed capital requirements.
(d) Interest rate risk management
The Group is exposed to interest rate risk as entities in the Group deposit funds at both short-term fixed and floating rates of interest and have fixed and floating interest
rate borrowings.
The sensitivity analyses below have been determined based on the exposure to interest rates at the reporting date and the stipulated change taking place at the beginning of
the financial year and held constant throughout the reporting period. A 50 basis point increase or decrease represents management’s assessment of the possible change in
interest rates.
At reporting date, had interest rates been 50 basis points higher/lower and all other variables were held constant, the Group’s net loss would increase/decrease by $149k
(2009: increase/decrease by $161k) and equity decrease/increase by $149k (2009: increase/decrease by $161,484). This is mainly attributable to the Group’s exposure to
interest rates on its variable rate borrowings. The rates on these borrowings are generally fixed for four month terms and rolled over at the interest rate prevailing on maturity
date. Given the relatively short terms these rates are considered variable.
The Group’s sensitivity to interest rates has changed compared to the previous year due to the increase in variable rate borrowings to the full extent of the $65 million
borrowing facility established during the year for the purpose of developing the Edna May Gold Project.
(e) Liquidity risk management
Prudent liquidity risk management implies maintaining sufficient cash and term deposits, the availability of funding through an adequate amount of committed credit facilities
and the ability to close out market positions. The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and matching the maturity profiles of
financial assets and liabilities.

Notes to the
30 JUNE 2010
CONTINUED
28. FINANCIAL RISK MANAGMENT (CONTINUED)

Maturities of financial assets and liabilities
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.
The tables below have been drawn up based on the undiscounted cash flows (including both interest and principal cash flows expected) using contractual maturities of
financial assets and the earliest date on which the Group can be required to pay financial liabilities. Amounts for financial assets include interest earned on those assets
except where it is anticipated the cash flow will occur in a different period.
Weighted
average Less than 1 1 to 3 3 months to 1 to 5 years 5+ years
effective month months 1 year
interest rate
2010 % $’000s $’000s $’000s $’000s $’000s
Financial assets
Variable interest rate instruments 4.6% 35,151 - - - -
Non-interest bearing n/a 1,114 - - - 560
36,265 - - - 560
Variable interest rate instruments 10% 154 4,779 24,381 47,725 -
Fixed interest rate instruments 9.1% 23 46 207 602 -
Non-interest bearing n/a 9,101 6,885 - - -
9,278 11,710 24,588 48,327 -
2009
Financial assets
Variable interest rate instruments 5.5% 32,297 - 3,508 - -
Non-interest bearing - 839 - 25 - -
33,136 - 3,533 - -
Fixed interest rate instruments 10.37% 1 3 15 66 -
Non-interest bearing 4,113 - - - -
4,115 3 15 66 -
94
17
Notes to the
30 JUNE 2010
CONTINUED
28. FINANCIAL RISK MANAGEMENT (CONTINUED)

(f) Commodity price risk
The Group’s future revenues are exposed to movements in the gold price. To address this risk the Group has put in place physical gold delivery contracts covering sales of
352,317ozs of gold at a price of $1,577.50 per ounce to be delivered over a period of approximately 5 years (refer to note 21(c)). This represents approximately 21% of the
Edna May resource. 4,679 ounces of gold were delivered into these contracts during the period leaving 347,638 ounces of future gold production covered by these contracts
at an average price of $1,557.50 per ounce.
(g) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. The Group’s potential concentration of credit
risk consists mainly of cash deposits with banks. The Group’s short term cash surpluses are placed with banks that have investment grade ratings up to maximum limits
established for each bank under the Group’s risk management policy. The maximum credit risk exposure relating to the financial assets is represented by the carrying value
as at the balance sheet date. The Group considers the credit standing of counterparties when making deposits to manage the credit risk.
(h) Fair value
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which revenues and
expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2 to the financial statements.
The carrying amount of financial assets and financial liabilities recorded in the financial statements approximates their respective fair values, determined in accordance with
the accounting policies disclosed in note 2 to the financial statements.
29. SHARE-BASED PAYMENTS
Employees and Contractors Option Plan (“ECOP”)
An ECOP was established and approved at the Annual General Meeting on 27 November 2008. The plan permits the Company, at the discretion of the Directors, to grant
options over unissued ordinary shares of the Company to eligible Directors, members of staff and contractors as specified in the plan rules.
The options, issued for nil consideration, are granted in accordance with performance guidelines established by the Directors of the Company. In exercising their discretion
under the rules, the Directors will take into account matters such as the position of the eligible person, the role they play in the Group, the nature or terms of their employment
or contract and the contribution they make to the Group as a whole.
The options are issued for a specified period and each option is convertible into one ordinary share. The exercise price of the options, determined in accordance with the
rules of the plan, is based on the market price of a share on invitation date, grant date, or another specified date after grant close. All options expire on the earlier of their
expiry date or termination of the employee’s employment. Options do not vest until a specified period after granting and their exercise is conditional on the achievement of
certain performance hurdles based on the successful commissioning of the Edna May Gold Project.
There are no voting or dividend rights attached to the options. Voting rights will attach to the ordinary shares when the options have been exercised. The options cannot be
transferred and will not be quoted on the ASX.
Set out below are summaries of the options granted and in existence during the current and prior reporting periods:

Notes to the
30 JUNE 2010
CONTINUED
29. SHARE-BASED PAYMENTS (CONTINUED)
Option series Number 1 Grant date Expiry Date Exercise Weighted average fair
Price 1 value at grant date 1
$ $
Issued under the ECOP
Nov 05 18,182 Nov 05 22 Nov 10 $1.137 $0.22

Apr 08 9,090 Apr 08 29 Apr 11 $0.867 $0.37
Dec 08 56,819 Dec 08 23 Dec 13 $0.647 $0.24
Dec 08 56,819 Dec 08 23 Dec 13 $0.867 $0.22
Dec 08 397,731 Dec 08 23 Dec 13 $1.087 $0.20
Dec 08 397,731 Dec 08 23 Dec 13 $1.307 $0.18
Dec 08 340,912 Dec 08 23 Dec 13 $1.527 $0.10
Mar 09 113,637 Mar 09 11 Mar 14 $0.647 $0.15
Mar 09 113,637 Mar 09 11 Mar 14 $0.867 $0.14
Mar 09 113,637 Mar 09 11 Mar 14 $1.087 $0.12
Mar 09 113,637 Mar 09 11 Mar 14 $1.307 $0.11
Issued outside the ECOP

Dec 08 340,912 Dec 08 23 Dec 13 $0.867 $0.22
May 09 6,060,606 May 09 31 Mar 14 $0.83 $0.62
1
The weighted average remaining contractual life of share options issued as share-based payments and outstanding at the end of the financial year was 3.7 years (2009: 4.7
years), with exercise prices ranging from $0.647 to $1.527.
No options were granted during the current year. The weighted average fair value of the options granted during the previous year as share-based payments was 53.9 cents.
Where relevant, the expected life used in the model has been adjusted based on management’s best estimate for the effects of non-transferability and exercise restrictions.
Expected volatility is based on the historical share price volatility of Catalpa Resources Limited. The price was calculated by using the Black-Scholes European Option Pricing
Model applying the following inputs:
Inputs into the model

Option series and Nov 05 at Apr 08 Dec 08 at Dec 08 at Dec 08 at Dec 08 Dec 08
$1.137 at $0.647 $0.867 $1.087 at at
grant date share price $0.88 $1.307 $1.527
Exercise price (cents) 1 110 88 66 88 110 132 154
Expected volatility (%) 80 80 80 80 80 80 80
Option life (years) 5 5 5 5 5 5 5
Dividend yield - - - - - - -
Risk-free interest rate (%) 4.25 4.25 4.25 4.25 4.25 4.25 4.25
96
17
Notes to the
30 JUNE 2010
CONTINUED
29. SHARE-BASED PAYMENTS (CONTINUED)
Inputs into the model

Option series Mar 09 at Mar 09 at Mar 09 at Mar 09 at Mar 09 at
Grant date share price $0.647 $0.867 $1.087 $1.307 $0.88
Exercise price (cents) 1 66 88 110 132 82.5
Expected volatility (%) 80 80 80 80 80
Option life (years) 5 5 5 5 5
Dividend yield - - - - -
Risk-free interest rate (%) 4.25 4.25 4.25 4.25 4.25
1
The following reconciles the outstanding share options granted under the employee share option plan at the beginning and end of the financial year.
2010 2009
Number of Weighted Number of Weighted

options average exercise options average exercise
price price
Outstanding at the beginning of the year 19,050,000 $0.10 300,000 $0.10
One for eleven share consolidation (17,318,182) - - -
Granted - - 18,750,000 $0.108
Exercised(i) (31,803) $0.96 - -
Lapsed - - - -
Expired - - - -
Outstanding at year-end 1,700,015 $1.18 19,050,000 $0.108
Exercisable at year-end 1,700,015 $1.18 15,167,188 $0.108
Options issued as share-based payments outside of the employee share

option plan
Outstanding at the beginning of the year 70,416,666 $0.075 - -
one for eleven share consolidation (64,015,148) - - -
Granted - - 70,416,666 $0.075
Exercised (22,727) $0.867 - -
Lapsed - - - -
Expired - - - -
Outstanding at year-end 6,378,791 $0.83 70,416,666 $0.075
Exercisable at year-end 6,378,791 $0.83 70,416,666 $0.075
(i) includes 9,074 options exercised by an employee who is not a director or a member of senior management

Notes to the
30 JUNE 2010
CONTINUED
30. KEY MANAGEMENT PERSONNEL DISCLOSURES

(a) Details of key management personnel
(i) Directors
The following persons were Directors of Catalpa Resources Limited during the financial year:
Peter Maloney Non-Executive Chairman (appointed 10 December 2009)
Bruce McFadzean Managing Director
John Rowe Non-Executive Director (non-executive chairman to 9 December 2009)
Murray Pollock Non-Executive Director
Barry Sullivan Non-Executive Director
Graham Freestone Non-Executive Director (appointed 10 December 2009)
Nigel Johnson Non-Executive Director (resigned 10 December 2009)
(ii) Senior Management
The following persons also had authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, during the financial year:
Erik Palmbachs Chief Financial Officer
Stuart Pether Chief Operating Officer
Adrian Pelliccia Manager Business Development
John Fraser General Manager – Edna May Gold Project (appointed 24 August 2009)
Graham Anderson Joint Company Secretary
Leonard Math Joint Company Secretary
(b) Directors and senior management

The aggregate compensation made to Directors and senior management is set out below:
2010 2009
$ $
Short-term benefits 2,091,226 1,017,818
Post employment benefits 189,302 75,368
Termination benefits - -
Share-based payments 55,848 251,223
2,336,376 1,344,409
Subsequent to the year end the Company awarded bonuses totalling $315,000 to the Managing Director, Chief Operating Officer and Chief Financial Officer which are not
reflected in the above benefits. Refer to Note 33 for details of the bonuses awarded after year end.
98
17
Notes to the
30 JUNE 2010
CONTINUED
31. RELATED PARTY TRANSACTIONS

Parent entity
The ultimate parent entity within the Group is Catalpa Resources Limited.
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed
in this note. Details of transactions between the Group and other related parties are disclosed below.
(a) Equity interests in related parties
Equity interests in subsidiaries
Details of the percentage ownership of subsidiaries are disclosed in note 23 to the financial statements.
(b) Transactions with Directors and senior management
Key management personnel compensation
Details of key management personnel compensation are provided in the Remuneration Report of the Directors’ Report designated as audited.
Loans to Directors and senior management
There were no loans to Directors or senior management during the period.

Notes to the
30 JUNE 2010
CONTINUED
31. RELATED PARTY TRANSACTIONS (continued)

(c) Director and senior management personal equity
holdings
(i) Fully paid ordinary shares of Catalpa Resources Limited.
Balance at Received on Balance at end

start of period exercise of Net other change of period or date
or on date of options of resignation3
appointment3
No. No. No. No.
2010
Directors
Peter Maloney (v) 165,847 - 1,213,732 1,379,579
Bruce McFadzean 92,500 - 4,869 97,369
John Rowe 90,909 - 4,786 95,695
Murray Pollock 1,661,014 85,069 1
93,409 1,839,492
Barry Sullivan - 45,4562 65,549 111,005
Graham Freestone (v) 55,332 - 2,913 58,245
Nigel Johnson (vi) 136,363 - - 136,363
Executives
Erik Palmbachs 7,575 - 4,001 11,576
Stuart Pether 151,515 - 24,001 175,516
Adrian Pelliccia (vii) - - 16,932 16,932
John Fraser (viii) - - - -
Graham Anderson - - - -
Leonard Math - - - -
2009
Directors
John Rowe - - 90,909 90,909
Bruce McFadzean 31,363 - 61,137 92,500
Murray Pollock 1,429,618 - 231,396 1,661,014
Barry Sullivan - - - -
Nigel Johnson (i) - - 136,363 136,363
Chris Melloy (ii) 136,789 - - 136,789
Executives
Erik Palmbachs (iii) - - 7,575 7,575
Stuart Pether (iv) - - 151,515 151,515
Graham Anderson - - - -
Leonard Math - - - -
100
17
Notes to the
30 JUNE 2010
CONTINUED
(i) appointed 20 August 2008 (v) appointed 10 December 2009

(ii) resigned 12 December 2008 (vi) resigned 10 December 2009
(iii) appointed 20 October 2008 (vii) appointed as an executive May 2010
(iv) appointed 12 January 2009 (viii) appointed 24 August 2009
1
options converted were listed options that were acquired by Mr Pollock and not received as a share-based payment.
2
options converted were unlisted options received as a share-based payment.
3
balances have been adjusted for the one for eleven share consolidation undertaken in December 2009.

Notes to the
30 JUNE 2010
CONTINUED

(ii) Options
The numbers of options over ordinary shares in the Company held during the financial year by each Director of Catalpa Resources Limited and other key management personnel
of the Group, including their personally related parties, are set out below:
At end of period
Balance Balance at Options
at start of Granted as Exercised Net other year end or Balance Vested and vested
period1 compensation1 change1 resignation vested1 exerciseable1 during
date1 period1
No No No No No No No No
2010
Directors
Peter Maloney - - - - - - - -
Bruce McFadzean 924,772 - - - 924,772 697,500 697,500 -
John Rowe 181,820 - - 181,820 136,364 136,364 -
Murray Pollock 386,623 - (85,069)1 - 301,554 278,823 278,823 -
Barry Sullivan 90,914 - (45,456) 2
- 45,458 22,730 22,730 -
Graham Freestone - - - - - - - -
Nigel Johnson 90,914 - - - 90,914 90,914 90,914 22,728
Executives -
Erik Palmbachs 227,276 - - - 227,276 170,457 170,457 56,818
Stuart Pether 454,548 - - - 454,548 340,911 340,911 113,637
Graham Anderson - - - - - - - -
Leonard Math - - - - - - - -
2009
Directors
John Rowe - 181,820 - - 181,820 136,364 136,364 136,364
Bruce McFadzean - 909,140 - 15,632 924,772 697,500 697,500 681,818
Murray Pollock 85,068 90,914 - 210,641 386,623 278,823 278,823 68,181
Barry Sullivan - 90,914 - - 90,914 68,181 68,181 68,181
Nigel Johnson - 90,914 - - 90,914 68,181 68,181 68,181
Chris Melloy 15,198 - - - 15,198 15,198 15,198 -
Executives
Erik Palmbachs - 227,276 - - 227,276 113,636 113,636 113,636
Stuart Pether - 454,548 - - 454,548 227,272 227,272 227,272
Graham Anderson - - - - - - - -
Leonard Math - - - - - - - -
1
options converted were listed options that were acquired by Mr Pollock and not received as a share-based payment.
2
options converted were unlisted options received as a share-based payment.
3
balances have been adjusted for the one for eleven share consolidation undertaken in December 2009.
102
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Notes to the
30 JUNE 2010
CONTINUED

No options were vested but not exercisable during the current or prior year.
All options issued to key management personnel were made in accordance with the provisions of the employees and contractors share option plan (“ECOP”). Further details of
the ECOP and of share options granted during the period are contained in notes 29.
(d) Transactions with other related parties
Lion Manager
The Company paid $nil (2009: $17,934) in lieu of Directors fees to Lion Manager, the management company responsible for the operation of Lion Selection Group Limited
(“Lion”), for the services of Mr Chris Melloy as a Non-Executive Director. Mr Melloy resigned as a Director of the Company on 12 December 2008. Mr Melloy was an
Executive Director of Lion Manager. Prior to the Company’s merger with Lion, Lion was a substantial shareholder in Catalpa Resources Limited.
Payments were made at commercial rates.
GDA Corporate
GDA Corporate, a company of which Mr Graham Anderson is a Director and Leonard Math is an employee, provided company secretarial, accounting and other corporate
services to Catalpa Resources Limited during the year. The amount paid for the year was $84,000 (2009:$66,000).
Bruce McFadzean
During the year the Company acquired a vehicle from Mr McFadzean in an arm’s length transaction for $90,000. Mr McFadzean continues to have use of the vehicle and the
Company maintains it.
John Rowe and Associates
John Rowe and Associates, a company of which Mr John Rowe is a Director, provided external consultant services to Catalpa Resources Limited during the year based on
commercial rates and on an arm’s length basis. Total consultant fees paid to John Rowe and Associates is $8,800 (2009:$30,250). An amount of $nil (2009: $11,000) was
owing to John Rowe and Associates at year end, included in trade and other payables.
BJK Sullivan and Associates Pty Ltd
BJK Sullivan and Associates Pty Ltd, a company of which Mr Barry Sullivan is a Director, provided external consultant services to Catalpa Resources Limited during the year
based on commercial rates and on an arm’s length basis. Total consultant fees paid to BJK Sullivan and Associates is $8,000 (2009:$nil).
Glen Lorne Pty Ltd
Glen Lorne Pty Ltd, a company of which Mr Nigel Johnson is a Director, provided external consultant services to Catalpa Resources Limited based on commercial rates and on
an arm’s length basis. Total consultant fees paid to Glen Lorne Pty Ltd is $8,456 (2009:$11,375). Mr Johnson resigned as a Director of the Company on 10 December 2009.

Notes to the
30 JUNE 2010
CONTINUED
2010 2009
$ $
32. REMUNERATION OF AUDITORS
Amounts received, or due and receivable by the former auditors, PKF Chartered Accountants, for audit or
review of the financial report:
Taxation services 61,489 142,865
Audit services 52,024 61,632
Non-audit services in relation to:
- merger with Lion Selection 89,686 -
- advice in respect of entitlement offer 34,591 -
- valuation advice 1,749 -
239,539 204,497
Amounts received, or due and receivable by the current auditors, Deloitte Touche Tohmatsu, for audit or
review of the financial report:
Audit services:
- Audit or review of financial reports 46,126 -
285,665 204,497
During the financial year the auditor was PKF Chartered Accountants, post 30 June 2010, the auditor of the Group changed to Deloitte Touche Tohmatsu.
104
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Notes to the
30 JUNE 2010
CONTINUED
33. EVENTS AFTER THE REPORTING PERIOD

Bonus
Company’s transition from an exploration company to a gold producer with two mining operations.
A ramp-up bonus scheme was put in place during the year with bonuses being awarded under this scheme in August 2010.
Short-term and Long-term Incentive Schemes
Based on a review of remuneration delivered by the Company’s peers, the Board has agreed to introduce new Short-term and Long-term Incentive Schemes for key
executives with effect from 1 July 2010. Both schemes provide market based “at risk” remuneration to key executives based on and supplementary to each executives Total
Fixed Remuneration (TFR).
The Short-term Incentive Scheme will provide a cash bonus up to maximum percentage of TFR conditional on the achievement of annual production, cost and safety hurdles.
The Long-term Incentive Scheme will provide equity based “at risk” remuneration up to maximum percentages of TFR set for each executive. The incentives are aimed at
retaining and incentivizing key executives on a basis that is aligned with shareholder interests, and will be delivered to the Managing Director, Chief Operating Officer, Chief
Financial Officer and other key executives via a combination of:
i) options issued at an exercise price reflecting the 30 day VWAP prior to the date of grant and vesting subject to achievement of a hurdle of Total Shareholder Return
(TSR) measured against a group of peers. Options and performance rights will have a 3-year vesting period and it is intended to make issues of these on an
annual basis, in accordance with the limits (percentage of TFR) set for each executive; and
ii) performance rights issued at a zero price with vesting subject to the achievement of targets for production and growth in absolute TSR.
Subject to securing approval to the introduction of the Long-term Incentive Scheme at the Company’s Annual General Meeting in November 2010, the Board has agreed
to issue the following equity based incentives for the 2010 grant. Options issued under this grant will have an exercise price of $1.69 based on the 30 day VWAP of the
Company’s issued shares up to 14 September 2010.
Options Performance Rights

Managing Director 360,000 160,000
Chief Operating Officer 125,000 125,000
Chief Financial Officer 110,000 110,000
For this grant, one half of the grant will vest in 2 years and the balance will vest in 3 years with both tranches subject to satisfaction of the relevant performance hurdles.
No other matter or circumstance has arisen since 30 June 2010, which has significantly affected, or may significantly affect the operations of the Group, the result of those
operations, or the state of affairs of the Group in subsequent financial years.

Directors’
Declaration
The Directors declare that:

(a) In the Directors opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and
when they become due and payable;
(b) In the Directors’ opinion, the attached financial statements and notes thereto are in accordance with, the Corporations
Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and
performance of the consolidated entity;
(c) In the Directors’ opinion, the financial statements and notes thereto are in accordance with International Financial
Reporting Standards issued by the International Accounting Standards Board as stated in note 2 to the financial
statements; and
(d) The Directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of the Directors made pursuant to s295(5) of the Corporations Act 2001.
On behalf of the Directors
Bruce McFadzean John Rowe

Managing Director Non-Executive Director
Perth, 29 September 2010
106
17
Independent
Auditor’s Report

ABN 74 490 121 060
Woodside Plaza
Level 14
Perth WA 6000
GPO Box A46
DX: 206
Tel: +61 (0) 8 9365 7000
Fax: +61 (8) 9365 7001
Independent Auditor’s Report www.deloitte.com.au
to the Members of Catalpa Resources

Limited.
Report on the Financial Report
We have audited the accompanying financial report of Catalpa Resources Limited, which comprises the statement of
financial position as at 30 June 2010, and the statement of comprehensive income, the statement of cash flows and the
statement of changes in equity for the year ended on that date, notes comprising a summary of significant accounting
policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the
company and the entities it controlled at the year’s end or from time to time during the financial year as set out on pages
22 to 75.
Directors’ Responsibility for the Financial Report
The directors of the Catalpa Resources Limited are responsible for the preparation and fair presentation of the financial
report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and
the Corporations Act 2001. This responsibility includes establishing and maintaining internal control relevant to the
preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or
error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in
the circumstances. In Note 2, the directors also state, in accordance with Accounting Standard AASB 101 Presentation
of Financial Statements, that compliance with the Australian equivalents to International Financial Reporting Standards
ensures that the financial report, comprising the financial statements and notes, complies with International Financial
Reporting Standards.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in
accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical
requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the
financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material
misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall
presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Liability limited by a scheme approved under Professional Standards Legislation.
76
Independent
Auditor’s Report CONTINUED

ABN 74 490 121 060
Woodside Plaza
Level 14
Perth WA 6000
GPO Box A46
DX: 206
Tel: +61 (0) 8 9365 7000
Fax: +61 (8) 9365 7001
The Board of Directors
www.deloitte.com.au
Level 1, 9 Havelock Street,
WEST PERTH, WA, 6005
29 September 2010
Dear Board Members

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of
independence to the directors of Catalpa Resources Limited.
As lead audit partner for the audit of the financial statements of Catalpa Resources Limited for the financial year ended
30 June 2010, I declare that to the best of my knowledge and belief, there have been no contraventions of:
(i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii) any applicable code of professional conduct in relation to the audit.
Yours sincerely
DELOITTE TOUCHE TOHMATSU
Chris Nicoloff
Partner
Chartered Accountants
Liability limited by a scheme approved under Professional Standards Legislation.
21
108
17
ASX
ADDITIONAL
INFORMATION
Additional information required by Australian Securities Exchange Ltd and not shown elsewhere in this report is as follows. The information is current as at
30 September 2009.
(a) Distribution of equity securities
Analysis of numbers of equity security holders by size of holding:
Ordinary shares Listed Options (CAHOB)
Number of holders Number of holders
1 1,000 2033 106
1,001 5,000 3404 165
5,001 10,000 1302 49
10,001 100,000 1322 81
100,001 and over 99 9
8160 410
The number of shareholders holding less than a marketable parcel of shares is 532 with 34,758 shares.
(b) Twenty largest shareholders
The names of the twenty largest holders of quoted ordinary shares are:
Listed ordinary shares

Number of shares Percentage of ordinary shares
1 HSBC CUSTODY NOM AUST LTD 22,926,311 14.09%
2 NATIONAL NOM LTD 12,849,451 7.89%
3 JP MORGAN NOM AUST LTD 10,466,755 6.43%
4 J P MORGAN NOM AUST LTD 7,613,202 4.68%
5 HSBC CUSTODY NOM AUST LIM 6,373,842 3.92%
6 COGENT NOM PL 5,767,638 3.54%
7 CITICORP NOM PL 4,953,341 3.04%
8 NOMEX NOM PL 4,820,011 2.96%
9 CREASY MARK GARETH 3,223,687 1.98%
10 ANZ NOM LTD 2,475,747 1.52%
11 MERRILL LYNCH AUST NOM PL 2,118,959 1.30%
12 RENEAGLE PL 1,875,832 1.15%
13 GOLDRICH HLDGS PL 1,611,070 .99%
14 NEFCO NOM PL 1,179,905 .72%
15 HSBC CUSTODY NOM AUST LTD 1,017,635 .63%
16 AUST NATIONAL UNI 1,000,000 .61%
17 YANDAL INV PL 937,277 .58%
18 PRANJIP ROAD PL 925,003 .57%
19 MIVIVA PL 900,000 .55%
20 MELLOY C P + A C 672,056 .41%
93,707,722 57.56%
Voting rights
All ordinary shares (whether fully paid or not) carry one vote per share without restriction.

ASX
ADDITIONAL
INFORMATION
continued
(c) Twenty largest option holders (CAHOB) exercisable at $1.10 expiring 31 October 2011
The names of the twenty largest holders of quoted options are:
Listed Options
Number of options Percentage of ordinary shares
1 CALLITON P 707,118 13.12%

2 RUBITON PL 317,934 5.90%
3 GOFFACAN PL 272,728 5.06%
4 DRUMMOND SHAY MARGARET 182,855 3.39%
5 GOLDRICH HLDGS PL 181,819 3.37%
6 EVANS SIMON ROBERT + K M 170,000 3.15%
7 GEDDES ANGUS WILLIAM S 156,115 2.90%
8 ABN AMRO CLEARING SYDNEY 132,683 2.46%
9 RENEAGLE PL 129,627 2.40%
10 K C MEDIA PL 100,000 1.85%
11 CUSTODIAL SVCS LTD 100,000 1.85%
12 BURFORD MATTHEW 95,455 1.77%
13 CHARLEMAGNE INV PL 90,910 1.69%
14 GOFFACAN PL 80,000 1.48%
15 PARKER ROGER A A + M D 69,982 1.30%
16 WALDRON MARK ANDREW 63,470 1.18%
17 SHEARD KENNETH 61,863 1.15%
18 KWORT JOSEPH + FOKAS K A 54,546 1.01%
19 DELLA BOSCA JOHN + J 48,728 .90%
20 LITTLE GARY WILLIAM 47,728 .89%
3,063,561 56.82%
110
17
ASX
ADDITIONAL
INFORMATION
CONTINUED
(d) Schedule of interests in mining tenements

Location Tenement Percentage held / earning
WESTERN AUSTRALIA
BODALIN
Bodalin SW E77/1165 EMO 100%
BODALIN SOUTH
Kent Road E77/1452 EMO 100%
JILBADGIE
Jilbadgie East E77/1132 EMO 65%
MINE
Paddock M77/110 EMO 100%
Golden Point East M77/124 EMO 100%
Mine M77/88 EMO 100%
SANDFORD ROCKS
Sandford Rocks M77/1494 EMO 100%
WESTONIA
Begley E77/1069 EMO 100%
Westonia N.E. E77/1324 EMO 100%
Westonia Belt E77/516 EMO 100%
Westonia West E77/990 EMO 100%
Westonia L77/18 EMO 100%
Westonia NW P77/3712 No longer Plainted - Holder: Robert Adam HARRISON 100%
West Westonia P77/3713 EMO 100%
Westonia NE P77/3714 No longer Plainted - Holder: Robert Adam HARRISON 100%
Bodalin P77/3875 EMO 100% (Expired 11/11/2009 Amalgamated with E77/516)
Corsini Road P77/3876 EMO 100% (Expired 11/11/2009 Amalgamated with E77/516)
Hitching Road P77/3877 EMO 100% (Expired 11/11/2009 Amalgamated with E77/516)
Stoneman Road P77/3878 EMO 100% (Expired 11/11/2009 Amalgamated with E77/516)
Kaolin Street P77/3879 EMO 100% (Expired 11/11/2009 Amalgamated with E77/516)

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CORPORATE DIRECTORY CONTENTS

DIRECTORS SHARE Profile 2

2010 CATALPA RESOURCES ANNUAL REPORT

10 December 2009 New Board appointed to drive growth strategy

10 December 2009 One for eleven share consolidation completed

2010 CATALPA RESOURCES ANNUAL REPORT

2010 CATALPA RESOURCES ANNUAL REPORT

Bruce McFadzean Dip Mining, FAusIMM

John Rowe BSc (Hons), ARSM, MAusIMM

Barry Sullivan BSc (Hons), ARSM, FAusIMM, MAICD

Murray Pollock MAICD

Murray Pollock Graham Freestone BEc (Hons)

Merger Board Restructure A$20 Million Equity Raising

The benefits of the merger are many, as highlighted in Debt Restructure

2010 CATALPA RESOURCES ANNUAL REPORT

SUBSTANTIAL GOLD REPUTATION

2010 CATALPA RESOURCES ANNUAL REPORT

ERIK PALMBACHS STUART PETHER

The following images capture the milestones in the project progress:

2010 CATALPA RESOURCES ANNUAL REPORT

The official opening coincided with the

2010 CATALPA RESOURCES ANNUAL REPORT

EXCAVATOR AND TRUCK MINING WASTE PRE STRIP

Regional Westonia Belt

2010 CATALPA RESOURCES ANNUAL REPORT

edna may gold project

EDNA MAY AND GOLDEN POINT

Edna May Gold Project longsection

GOLDEN POINT FINAL

2010 CATALPA RESOURCES ANNUAL REPORT

Edna May Underground

Greenfinch section 10750E – Future

Greenfinch section 10750E – Future

2010 CATALPA RESOURCES ANNUAL REPORT

BLEG 15 Planned Drilling

2010 CATALPA RESOURCES ANNUAL REPORT

JILBADJI Planned Drilling

Third Party Regional

The Cracow Gold Project is operated by Newcrest

The Cracow Gold Project is well managed and

Production Recovery % 92.9 91.2 91.6 92.2 92.0

2010 CATALPA RESOURCES ANNUAL REPORT

Plan map of exploration

Resource Definition Drilling

Plan view of Western Field

2010 CATALPA RESOURCES ANNUAL REPORT

Mineral Resource Statement – 30 June 2010

Effective Holdings Cracow Footnotes

Effective Holdings Cracow Footnotes

Ore Reserve Statement – 30 June 2010

2010 CATALPA RESOURCES ANNUAL REPORT

ABN 74 084 669 036 CONTENTS

2010 CATALPA RESOURCES ANNUAL REPORT

INFORMATION ABOUT THE DIRECTORS AND SENIOR MANAGEMENT

Fully Paid Share

Peter Maloney 1,379,579 -

Bruce McFadzean 97,369 924,774

John Rowe 95,695 181,820

Murray Pollock 1,839,492 301,554

Barry Sullivan 111,005 45,458

Graham Freestone 58,245 -

2010 CATALPA RESOURCES ANNUAL REPORT

Remuneration of Directors and senior management

Share options granted to Directors and senior management