ASX RELEASE

13 September 2011

Conquest Mining Releases Scheme Booklet 

• Federal Court approves dispatch of Scheme Booklet to Conquest shareholders.

• Independent expert Grant Samuel concludes the Transaction is in the best interests of Conquest shareholders in the  absence of a superior proposal.

• Grant Samuel finds that the estimated underlying value attributable to Conquest shares will increase as a result of the Transaction to $0.64 � $0.71 per share based on a gold price of $1425 � $1475 per ounce.

• Scheme unanimously recommended by the Conquest board.

• Conquest shareholder vote on Scheme scheduled for October 14, 2011.

Conquest Mining Limited (ASX: CQT) (�Conquest�) is pleased to advise that the Scheme Booklet for the proposed merger of equals with Catalpa Resources Limited (ASX: CAH) (�Catalpa�) (the �Scheme�) has been approved by the Federal Court of Australia and will shortly be mailed to all Conquest shareholders. A copy of the Scheme Booklet has also been lodged with the Australian Securities Exchange.

On June 15, 2011 Conquest announced the Scheme and the concurrent and interdependent acquisition by Catalpa of Newcrest Mining Limited?s interests in the Cracow and Mt Rawdon gold mining and exploration projects (the �Asset Acquisition�) to create a leading growth-focussed Australian gold company. It is intended that, following the Scheme and Asset Acquisition, the merged Conquest/Catalpa (�Merged Entity�) will undertake a pro-rata, renounceable entitlement offer to raise approximately $150 million (�Rights Offer�).

At the request of Catalpa and Conquest, Newcrest has agreed not to take up its entitlement under the Rights Offer (approximately $57 million) to allow the Merged Entity to broaden its investor base. As previously announced, two leading global investors in gold equities, Blackrock Investment Management (UK) (�Blackrock?) and Baker Steel Managed Funds (�Baker Steel?) have committed to subscribe for a total of $50 million of new shares, representing the vast majority of Newcrest?s entitlement under the Rights Offer.

Grant Samuel & Associates Pty Limited (�Grant Samuel�) was appointed by Conquest to provide its opinion on the Scheme and Asset Acquisition (together the �Transaction�). Grant Samuel has concluded that the Transaction is reasonable and in the best interests of Conquest shareholders in the absence of a superior proposal.

ASIC policy requires that the Transaction be assessed as if it were a takeover by Newcrest of the merged Conquest/Catalpa due to Newcrest taking an approximate 33% shareholding (following successful completion of the Rights Offer) in the Merged Entity through the Transaction. On this basis, Grant Samuel was not able to conclude that the Transaction is �fair� because the trading price of shares in the Merged Entity is unlikely to match the underlying value of shares in Conquest (at least in the short term). Grant Samuel has, however, concluded that there will be an uplift in the underlying value attributable to Conquest shares as a result of the Transaction from $0.60 � $0.68 to $0.64 � $0.71 per share, based on a number of factors including a gold price of $1425 � $1475 per ounce. Grant Samuel believes that Conquest shareholders will be better off if the Transaction is implemented than if it is not. Accordingly, while not �fair�, Grant Samuel believes the Transaction is reasonable and in Conquest shareholders? best interests, in the absence of a superior proposal.  The reasons for Grant Samuel?s conclusions, and the basis of its valuation, are set out in a concise version of its report included in the Scheme Booklet. A full length version of Grant Samuel?s report is included in the Scheme Booklet Supplement also released by Conquest today.

Commenting on the release of the Scheme Booklet, Conquest Executive Chairman Jake Klein said:
�We are pleased that Grant Samuel has concluded that the Transaction to be in the best interests of Conquest shareholders. This opinion adds further weight to an already long list of supporters including the boards of Conquest, Catalpa and Newcrest and leading institutional gold investors Blackrock and Baker Steel. We now look forward to putting the Scheme in front of Conquest shareholders and realising our vision of creating a leading mid-cap Australian gold producer with meaningful scale and operational diversification.�

Conquest shareholders will have the opportunity to vote on the Scheme at a meeting to be held on October 14, 2011. A general meeting, at which matters related to the Transaction will be voted on, will immediately follow the Scheme meeting. Full details of the Transaction and voting instructions are outlined in the Scheme Booklet.

Conquest shareholders who require more information on the Transaction should visit the Conquest website (www.conquestmining.com.au ) or call the Conquest transaction information line on 1300 047 569 (inside Australia) or +61 3 9415 4242 (outside Australia).

For more information:

Jake Klein
Executive Chairman
Conquest Mining Limited
(02) 8383 2100

Trudi Newman
Investor Relations Manager
Conquest Mining Limited
(02) 8383 2100

Michael Vaughan
FTI � Media Relations
0422 602 720
(02) 8298 6100