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Newcrest to sell Cracow and Mt Rawdon into new growth-focused gold company

15 June 2011

Newcrest Mining Limited ("Newcrest") has entered into an agreement to sell its 70% interest in the Cracow gold mine and exploration joint ventures and its 100% interest in the Mt Rawdon gold mine ("the Assets"). The Assets will be sold to a company formed through the merger of Catalpa Resources Limited (ASX:CAH) (“Catalpa”) and Conquest Mining Limited (ASX:CQT) (“Conquest”) (collectively the "Merged Entity") in a transaction which has also been announced today by those two companies.

Newcrest will receive shares in the Merged Entity as consideration for the Assets, resulting in a 38%* interest in the Merged Entity. This interest will be diluted to approximately 33%* following a planned equity raising by the Merged Entity.

Newcrest believes that this transaction offers many advantages. In releasing these quality but non-core assets into the new Merged Entity, Newcrest will focus on its portfolio of large, long life mines, projects and exploration activities including Cadia East, the Lihir Million Ounce Plant Upgrade, and  advanced exploration projects at Wafi Golpu, Namosi and O’Callaghans.  The Merged Entity will be well placed to maximise the full potential of Cracow and Mt Rawdon. As a major shareholder, Newcrest will have the opportunity to share in the growth of the Merged Entity.  Newcrest will nominate two Directors to the Board of the Merged Entity.

Mr Greg Robinson, Director Finance and Managing Director elect said:

"We believe that the proposed transaction delivers a very good outcome for Newcrest shareholders. The management teams of Catalpa and Conquest are highly complementary and well placed to lead the new company. We look forward to supporting their efforts to grow the company and increase the value of our investment."

The sale of Newcrest's assets in exchange for equity in the Merged Entity is subject to a number of conditions including:

- Approval by the shareholders of Conquest of the proposed merger with Catalpa by way of Scheme of Arrangement
- Approval by the shareholders of Catalpa of the share consideration to be provided to Newcrest for the Assets
- Government, regulatory and court approvals
- Signing by Catalpa of an underwriting agreement for the Merged Entity to raise approximately $150m through a pro-rata renounceable entitlement offer shortly after the implementation of the merger and the acquisition of Cracow and Mt Rawdon.

Newcrest, at the request of Catalpa and Conquest, will not participate in the Merged Entity’s pro rata entitlement offer so that the Merged Entity has an opportunity to broaden its investor base through the introduction of new shareholders. Newcrest will consequently receive the proceeds of the sale of its entitlement.

In the event that the transaction does not proceed for specified reasons, Newcrest will be entitled to a break fee of $1.6 million.

The Transaction Implementation Deed has been released to ASX today as part of the announcements made by Catalpa and Conquest. The Scheme is expected to be implemented in October 2011 concurrently with the asset acquisition and the proposed equity raising will be launched shortly thereafter.

Credit Suisse acted as financial adviser to Newcrest and Allens Arthur Robinson as legal adviser.

* Represents equity valuation of outstanding shares and options. Final ownership will vary depending on exercise of options.

For further information, please contact:
Investor Enquiries – North America/Europe

Steve Warner
T: +1 212 351 5064

Media Enquiries

Kerrina Watson
T: +61 3 9522 5593

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