2008 Annual: Formerly Trading As

2008
ANNUAL
REPORT
FORMERLY TRADING AS
CORPORATE DIRECTORY
DIRECTORS SHARE REGISTRY
John Rowe Security Transfer
Non-Executive Chairman Registrars Pty Ltd
Bruce McFadzean 770 Canning Highway
Managing Director Applecross WA 6153
Christopher Melloy Telephone
Non-Executive Director (618) 9315 2333
Barry Sullivan Facsimile
Non-Executive Director (618) 9315 2233
Murray Pollock Email
Non-Executive Director registrar@securitytransfer.com.au
Nigel Johnson
Non-Executive Director AUDITORS
Ord Partners
COMPANY SECRETARY Level 2, 47 Colin Street
Graham Anderson West Perth WA 6005
Leonard Math
STOCK EXCHANGE LISTING
SENIOR MANAGEMENT Securities in
Erik Palmbachs Catalpa Resources Limited
Chief Financial Officer (CFO) are listed on:
Nick Winnall
Exploration Manager Australian Stock Exchange Limited
Dennis McDeed Home Branch – Perth
Registered Resident Manager
ASX Code – CAH, CAHO
REGISTERED & PRINCIPAL
OFFICE WEBSITE
Level 1, 9 Havelock Street www.catalparesources.com.au
West Perth WA 6005
Telephone
(618) 9321 3088
Facsimile
(618) 9321 8804
Email
manager@catalparesources.com.au
CONTEnTS
1
Profile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Chairman’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Review of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Directors’ Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Auditor’s Independence Declaration . . . . . . . . . . . . . . . . . . . . 26
Corporate Governance Statement . . . . . . . . . . . . . . . . . . . . . 27
Income Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Statements of Changes in Equity . . . . . . . . . . . . . . . . . . . . . 35
Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . 36
Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . 37
Directors’ Declaration . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Independent Audit Report . . . . . . . . . . . . . . . . . . . . . . . . . 76
ASX Additional Information . . . . . . . . . . . . . . . . . . . . . . . . 78
Tenement Holding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
PROFILE
Perth-based Catalpa Resources Limited (ASX:CAH) aims to become Australia’s next mid tier gold
producer by developing its open pit assets, located on its extensive and wholly-owned mining tenements
in Western Australia.
Catalpa is on the cusp of a new phase of development towards production at its Edna May Gold Project,
conveniently positioned three kilometres from the infrastructure of Westonia, an established town with
a long mining history. The project is just three hours or 300km by road from Perth; half way between
Perth and Kalgoorlie and ideally situated to be serviced by both centres.
Notably, there have been three previous successful mining

programs which have occurred both above and below
the planned open pit at Edna May, which significantly
reduces the risk of Catalpa’s current project.
Catalpa has an experienced and Located in the highly

prospective Westonia
innovative Board and management Greenstone Belt in
Western Australia
team that is committed to moving
the Edna May Gold Project Perth
towards production utilising the

open pit Resources.
The Company’s priority is to finalise the 2008 Feasibility
Study for Board review in the December quarter 2008. In
addition to this review, the Board will consider funding
and financing alternatives available to provide the
necessary capital to commence production of the Edna
May Resources.
In preparation for planned production at Edna May, the

Company relocated its 2.8mtpa Big Bell mill to site in
EDNA MAY GOLD PROJECT
2007. The mill is being maintained ‘ready for construction’
adjacent to the proposed plant construction site. Perth Westonia Kalgoorlie
Catalpa is pursuing parallel growth with a renewed Southern Cross

exploration programme underway of its 880km² of under-
explored Westonia Greenstone Belt, and is reviewing
other regional opportunities for acquisition and/or joint
venture. In particular, Catalpa seeks to identify and Albany
develop new projects and/or acquisitions on its extensive
land holding or within the region, which is prospective for gold, nickel and base metals.
Catalpa has a sound Resource base at Edna May with significant upside to grow Resources and Reserves
and move towards production. With a buoyant outlook on the gold price, the Company’s Board believes
that Catalpa Resources presents a sound investment opportunity with significant upside potential.
Catalpa Resources has adopted best practice standards across all its activities, including its social,
health and safety, environmental management and corporate governance functions.
1
CHAIRMAN’S REPORT
Dear Shareholders
While the renaming of Westonia Mines Limited

only took place after the end of the financial
year under review, it is a pleasure to write my
first annual report as the Chairman of the new
entity, Catalpa Resources Limited that was
launched in September 2008.
At the outset, I’d like to express my appreciation to Mark Fitzpatrick,
my predecessor who retired from the Westonia Mines Limited
Board at the end of February this year, for his valuable contribution
to the Company. In addition, I would like to thank the previous
Managing Director David Hatch for his contribution.
We started out at the beginning of the 2008 financial period against

a challenging backdrop for the gold mining industry in general,
with lower gold prices and an environment of inflating costs.
While the Edna May open pit project was, and still is a viable
venture, your Board recognised that a decision to progress the
project was largely dependent on either a sufficient increase in the
gold price and/or the discovery of further gold reserves. Having
no control over the gold price, we started the financial year with
the prudent strategy to maintain a focus on exploration until such
time as the economics were more conducive to advancing the
Edna May open pit from project to production.
We developed a two-pronged approach to our exploration

strategy. Firstly, to discover sufficient additional reserves within
the vicinity of the Edna May open pit either from surface resources
or from beneath the pit itself to commence mining; and secondly,
to explore for additional Resources on the Westonia Greenstone
Belt elsewhere within our tenement which we continue to regard
as an area of under-explored potential.
As the majority of our tenements are over freehold land, much

of which is currently farmed, it is incumbent upon us to reach
appropriate access agreements with all of the relevant landholders
before we commence exploration activities. We value the goodwill
offered to us by the Westonia community and we spent some time
making sure that acceptable access arrangements were in place.
I am pleased to report significant progress in our exploration

programme. During the year we completed a rotary-air-blast (RAB)
drill programme to undertake preliminary testing of ten regional
targets on the Westonia Greenstone Belt and an auger drill
programme to assist with planning towards further brownfields
drill programmes. A secondary drill programme to further deliniate
potential targets has been planned and is scheduled to commence
in the first half of 2009.
2
We also completed a review of previous diamond drill testing of high grade arcuate reef structures
beneath the proposed Edna May open pit. This review was positive with a recommendation for
additional drilling that commenced in August 2008. As I write, two of eleven holes in the current
programme have been completed with significant occurrences of visible gold in both the first and the
second drill cores some 450m below surface and 510m below surface respectively. The early assay
results are encouraging.
In February 2008 the gold price breached the US$1000 mark, necessitating a shift in direction from
our sole exploration focus to a serious reconsideration of the financial viability of production at Edna
May.
Accordingly, the latter part of the financial period saw significant attention devoted to reviewing the
earlier Edna May feasibility study in light of both the market changes and our exploration progress.
The updated feasibility study is on schedule to be finalised and reviewed by the Board in the December
quarter 2008.
With the project start-up once again in our sights, we recognised the need to augment the Company’s
existing management and Board capacity and set about to attract appropriate talent. I am extremely
pleased at the calibre of recent appointments that resulted from this process.
In June 2008 we were fortunate to secure the appointment of Mr Bruce McFadzean as our new Managing
Director and Chief Executive Officer. Mr McFadzean is a mining engineer with more than three decades
of management, mining, processing and project start-up experience. With four successful large-mine
start-ups to his name, your Board shares my confidence that Mr McFadzean has the right blend of
experience and skills to move the Edna May project towards production, whilst simultaneously pursuing
his mandate to identify and evaluate additional sources of growth.
In June 2008, our Board capacity was significantly strengthened by the appointment of Mr Barry
Sullivan as a Non-Executive Director. Mr Sullivan is an experienced and successful mining engineer
with a career spanning 40 years in the mining industry, and his insights and extensive experience are
much respected and appreciated.
Since the close of the financial period, we have also welcomed Mr Nigel Johnson to the Board. Mr
Johnson joined us in August and brings a wealth of experience in financial management, equity and
debt raisings, treasury and financial risk management and strategic and business planning. These skills
are already proving extremely valuable.
In addition, we have recently appointed Mr Erik Palmbachs as Chief Financial Officer. Mr Palmbachs has a
strong background in resource industry finance, gold price protection strategies and corporate finance.
We are looking forward to Mr Palmbachs contribution in the coming year.
Further executive appointments are in the pipeline toward the second and third quarters of the new
financial period, to ensure that we are optimally skilled for the transition from explorer to producer that
we envisage ahead.
We are poised on the brink of a new phase in our Company’s growth, with an experienced and committed
Board and management team, a sound Resource base at Edna May coupled with significant scope to
grow Resources and Reserves, and, not least, a buoyant outlook on the Australian gold price going
forward.
So, as we close the chapter on Westonia Mines with due respect for its 100-years of successful mining
history at Westonia, we look forward with confidence to the future of Catalpa Resources as a new
emerging resources icon with a successful history of its own still to be written.
I’d like to express my gratitude to our Board of Directors for their diligence and their commitment. And,
on behalf of the Board, our sincere thanks to Mr McFadzean and each of his small but growing team for
their exemplary contributions during the past year.
John Rowe
Chairman
3
REVIEW OF OPERATIONS
EXPLORATION
At the start of the 2007 financial year, the gold price was not
conducive to pursuing development of the Edna May Gold
Project, and the Company turned its focus to exploration to find
and delineate new Resources that would make the project more
economically viable, and/or to identify new stand-alone projects
elsewhere within or adjacent to its under-explored tenements.
A multi-phase programme was planned, implemented and was

accelerated during the latter half of the year. The results are
promising and are contributing significantly to the understanding
of the potential of Catalpa’s tenements that cover a large area of
some 880km2.
In addition to focussing on identified near-mine (Edna May)

targets, the programme also encompassed the identification and
exploration of additional anomalies within the wider Westonia
Greenstone Belt. An extensive first pass geochemical auger
sampling programme was conducted, virtually covering the
previously untested areas of Catalpa’s tenements. A number of
localised programmes aimed at confirming and expanding the
results of previous exploration activities were also conducted.
Stakeholder Consultation
The majority of Catalpa’s tenements cover freehold farmland,
necessitating extended landholder consultation in order to reach
access agreements for sample collection. Our ongoing effort to
engage with local (Westonia) stakeholders is aimed at promoting
goodwill in the community to support the sustainability of our
planned operations.
4
Near Mine and Regional RAB Drill Programme
Following receipt of the necessary statutory approvals, a rotary-air-blast (RAB) programme was
undertaken in the last quarter of 2007. The RAB drill programme consisted of 97 holes for 4,297
metres, and was completed to undertake preliminary testing of ten targets, including both pre-existing
near mine targets as well as additional prospective areas identified along the length of the Westonia
Greenstone Belt within Catalpa’s tenements.
Nine of the targets were seeking gold mineralization. Assay results for the gold targets produced a
best value of 3m @ 0.6 g/t Au from 42m in CWR004 at the Colossus historical workings. Colossus was
one of the most substantial historical workings along the belt and, significantly, it is untested. Follow-
up drilling is planned at three of the nine gold targets in the 2009 calendar year.
The tenth, a nickel target at Jilbadgie, did not yield any significant nickel values.
Auger Sampling Programme

In tandem with the RAB programme, a wide area first pass geochemical auger sampling programme
was carried out over a large extent of Catalpa’s tenements including many of which were previously
not sampled.
This programme, consisting of the collection of 782 soil samples, was based largely on the detailed
aerial magnetic survey completed in 2007 that indicated the potential for extensions of the greenstone
belt through these areas.
The results of the programme are encouraging, with the identification of six targets for follow up infill
sampling, all within a 12km radius of the Edna May open pit.
The targets are widespread and cohesive gold-in-calcrete/soil anomalies, with anomalous values up to
21.6 ppb gold on a background of 9 ppb gold. Although of a low order, the anomalies are cohesive in
nature and of a large lateral extent, measuring up to 2.0km x 2.5km.
Follow up work is planned during the current financial year.
5
EXPLORATION (continued)
Begley Tenement
A reassessment of the previously targeted Begley tenement was undertaken during the year, with 70
soil and 11 maglag samples collected to complete the first pass geochemical sampling programme
over the entire tenement.
The assay results are promising, and indicate a widespread, open ended anomaly with a peak value of
15 ppb gold on a background of 3 ppb and extending 2.5km x 0.5km, open to the east.
Subsequent auger sampling in the adjacent tenement produced anomalous values to 14.3 ppb gold.
Follow up sampling is planned during the current 2009 calendar year.
Edna May Underground

During the past year, an extensive geological and structural review was undertaken of the database
for the prospective, deeper, high-grade, arcuate reef structures beneath the Edna May open pit. The
collation of historical and recent exploration data into a cohesive model of the Edna May reef structure
presents a fresh perspective of the potential target and suggests that there is significant upside from
further definition by diamond drilling.
The detailed geological review enabled the planning

of a diamond drill programme that was approved
during the financial year and was commenced
shortly after its close. Eleven diamond core holes
are planned to be drilled as infill and extensions to
previous intersections which are interpreted to be
down-dip extensions of the Edna May high-grade
reef structure beyond 300 metres below surface.
Two of the planned holes had been drilled at the

time of writing. Notably, two occurrences of visible
gold were encountered in the first hole; and four
occurrences of visible gold in the second. Initial
drill results from the first hole were reported in
September 2008. Drill hole WDD144A yielded
eight significant intercepts; four of which can be
considered as potential stockwork or small-vein
related intercepts, and four high-grade assays
RC drilling campaign at the from zones of silicification and/or narrow (<10cm)
western end of the pit in 2005/06 mineralised quartz veins within the Edna May
Gneiss and immediate footwall rocks.
The Edna May Gneiss was intersected from 440m to 556m.
Eight significant intercepts in hole WDD144A including;
• 1.56m @ 49.42g/t Au including 0.44m @ 160g/t Au from 536.88m
• 0.62m @ 99.1g/t Au from 542.38m
• 0.87m @ 140g/t Au from 568.30m
• 1.09m @ 62.7g/t Au from 577.17m
6
The table below is based on a 5g/t Au cut off and lists the assay data relating to the first drill hole
WDD144A.
Drill Hole Metres Gold g/t From (m) To (m)

WD144A 0.82 6.04 500.55 501.37
WD144A 0.27 129.00 513.00 513.27
WD144A 1.00 6.68 522.69 523.69
WD144A 1.56 49.42 536.88 538.44
including 0.44 160.00 538.00 538.44
WD144A 0.62 99.10 542.38 543.00
WD144A 0.34 85.70 547.86 548.20
WD144A 0.87 140.00 568.30 569.17
WD144A 1.09 62.70 577.17 578.26
The geology as logged supports the model for the continuation of the high-grade arcuate reef structures
at depth.
There have been two previous successful periods of underground mining, which further reduces
the risk to the Edna May project. The Edna May underground ore body yielded 360,000 recovered
ounces from two previous mining events commencing in 1911 and 1940. During these two periods of
underground mining, 575,000 tonnes were produced at a recovered grade of 19.5g/t from depths of up
to approximately 250 metres from surface.
The current diamond drilling is aimed at confirming and expanding previous diamond drilling conducted
by the former operators, Australian Consolidated Minerals (ACM) in the 1980’s from surface, which
indicated the presence of Edna May reef-like intercepts to a vertical depth of 700 metres below surface.
Following the surface drill programme ACM developed an exploration decline to a vertical depth of 270
metres and undertook additional diamond drilling as well as limited level development. A number of
pegmatite intrusions that interrupted and stoped out the high-grade reefs were encountered towards
the base of the decline development and ACM terminated the underground programme in 1990.
Core inspection and

logging in August 2008
7
Two additional phases of surface diamond drilling directed at underground targets were completed in
the 1990’s and early 2000’s, providing several additional significant intercepts of high-grade reef-like
mineralisation.
The recent review, together with structural interpretation of the historical data and existing drilling,
indicate that the Edna May arcuate reef may continue uninterrupted below the zone of pegmatite
intrusion.
The following table lists the most significant intercepts from diamond drill holes that intercepted the
Edna May reef-like structures at depth.
8
Significant intercepts interpreted to be from the Edna May reef
Hole ID Down hole Interval and Gold Grade

WDD041 3.0m @ 15.0g/t Au
WDD052A 3.0m @ 4.58g/t Au
WDD054 18.1m @ 7.63g/t Au
WD054A 9.1m @ 7.32g/t Au
WDD055 17m @ 5.2g/t and 16.6m @ 6.8g/t Au
WDD055A 32.9m @ 7.8g/t Au Possibly 2 intercepts as in WDD055
In addition to the primary target, the Edna May reef, previous deep drilling has intercepted several
other reefs. Some of these reefs were worked as part of the historical underground mining activities
in the early to mid 1900’s. The table below lists the most significant intercepts of these reefs which the
current drill programme may intercept.
Other reef intercepts of significance within targeted drill zone
Hole ID Down hole Interval and Gold Grade

WDD043 3.0m @ 35.2g/t Au Footwall to Interpreted Edna May Reef
WDD064 8.8m @ 5.9g/t Au Footwall to Interpreted Edna May Reef
WDD064A 7.0m @ 4.1g/t Au Footwall to Interpreted Edna May Reef
WDD097 5.8m @ 21.6g/t Au 150m North of Interpreted Edna May Reef
All of the drill holes in the current programme will be drilled from surface and will involve approximately
6,600 metres of diamond drilling, targeting the previously identified zone below the pegmatite
intrusions.
The holes have been divided into three classifications;
• Infill – infilling existing high-grade intercepts;
• Expansion – scoping the gold mineralised zones; and
• Exploration – testing for further extension at depth.
The current programme is expected to continue into the 2009 calendar year.
Sulphides in quartz core sample September 2008
9
Greenfinch
The Greenfinch deposit contains an Inferred and Indicated Resource of 1.83Mt @ 1.43g/t Au for 84,000oz
gold. (0.7g/t Au cut off). A programme of 50 holes for 5,000 metres is planned during the current
financial year, to further test the Greenfinch gold deposit.
The programme will comprise of infill drilling to assist in geological interpretation, and to upgrade
Resource categories; and step-out drilling to test for extensions to the Resource.
The drilling is targeting an Inferred Resource that sits between the Measured Indicated (MI) and the
Measured Indicated and Inferred (MII) optimised shells.
10
Golden Point
During the year, a programme of 10 reverse circulation (RC) holes was designed, with a view to scoping
the Golden Point Gneiss at depth and to attempt to determine its relationship with the adjacent Edna
May Gneiss.
The programme allows for 1,700 metres of drilling that will be carried out in the 2009 calendar year.
Edna May West

Reverse circulation (RC) drilling is planned to focus on the structurally complex area between the
Greenfinch and Edna May deposits where there is potential to upgrade the existing Resource, specifically
at the western edge of the Edna May pit.
The mineralisation being targeted is within two zones. The first is within 50 metres of surface and
may impact on the planned mine schedule and mine sequencing. The second zone is approximately
100 metres below the surface and has the potential to extend the optimised pit outline on the western
end.
It is planned to undertake the programme in the 2009 calendar year.
Reviewing regional
exploration opportunities
FEASIBILITY STUDY
Based on the present buoyant outlook for gold, together with the significant amount of mining history,
modelling, test work, drilling and planning on the Edna May open pit Resource, the Board believes
that the project is poised to move towards commencing production in the 2009/10 financial year at an
annualised rate of more than 100,000 ounces.
At the time of writing, a revised Edna May Gold Project Feasibility Study is at an advanced stage,
having received considerable management attention during the past six months, and is on schedule to
be reviewed by the Board in the December quarter 2008.
Preliminary Feasibility Study outcomes indicate significant improvements to the Edna May Processing
Plant (ex Big Bell) capacity, to 2.8mtpa. Further process capacity upgrades to 3.2mtpa are possible
providing a positive impact on costs and economies of scale. In addition, the study indicates the ability
to provide higher grade feed for the initial two years of production.
The plant is currently maintained in a state of readiness for construction, and the project timeframe
from approval to commissioning would be in the order of twelve months.
11
RESOURCES
Edna May 2007 Resource Estimate to 300m Depth
Measured Indicated Inferred Total
Cut Off Million Gold Ounces Million Gold Ounces Million Gold Ounces Million Gold Ounces
Grade tonnes g/t ‘000 tonnes g/t ‘000 tonnes g/t ‘000 tonnes g/t ‘000
0.50 16.6 1.15 612 13.3 1.13 484 8.4 1.0 269 38.2 1.11 1,365
0.60 14.2 1.26 574 11.1 1.25 446 6.4 1.1 227 31.7 1.22 1,248
0.70 12.1 1.36 529 9.2 1.37 403 5.0 1.3 209 26.3 1.35 1,141
0.80 0.2 1.48 484 7.6 1.50 365 4.0 1.4 178 21.7 1.47 1,027
0.90 8.5 1.60 439 6.3 1.64 330 3.2 1.5 152 18.0 1.60 922
1.00 7.1 1.72 394 5.2 1.78 299 2.6 1.7 139 14.9 1.74 832
1.10 6.0 1.85 356 4.4 1.92 270 2.1 1.8 120 12.4 1.87 746
1.20 5.0 1.99 323 3.7 2.06 245 1.7 2.0 110 10.4 2.02 677
Greenfinch 2007 Resource Estimate

0.50 2.2 1.14 81 0.6 1.1 22 2.9 1.13 104

0.60 1.8 1.29 73 0.5 1.3 20 2.3 1.28 93
0.70 1.4 1.44 67 0.4 1.4 18 1.8 1.44 84
0.80 1.2 1.58 60 0.3 1.6 16 1.5 1.58 77
0.90 1.0 1.71 55 0.3 1.7 15 1.3 1.71 70
1.00 0.9 1.83 51 0.2 1.9 14 1.1 1.84 64
1.10 0.8 1.95 47 0.2 2.0 13 0.9 1.96 60
1.20 0.7 2.07 44 0.2 2.1 12 0.8 2.07 55
Total 2007 Resource Estimate

0.50 16.6 1.15 612 15.5 1.13 565 9.0 1.0 291 41.1 1.11 1,469
0.60 14.2 1.26 574 12.9 1.26 520 6.9 1.1 247 34.0 1.23 1,341
0.70 12.1 1.36 529 10.6 1.38 470 5.4 1.3 227 28.1 1.36 1,226
0.80 10.2 1.48 484 8.8 1.51 425 4.3 1.4 194 23.2 1.48 1,103
0.90 8.5 1.60 439 7.3 1.65 386 3.4 1.5 167 19.2 1.60 992
1.00 7.1 1.72 394 6.1 1.79 350 2.8 1.7 153 16.0 1.74 897
1.10 6.0 1.85 356 5.1 1.92 317 2.3 1.8 133 13.4 1.87 806
1.20 5.0 1.99 323 4.3 2.06 288 1.9 2.0 122 11.3 2.02 732
Note - Rounding of numbers may marginally alter calculated values
12
FEASIBILITY STUDY (continued)
Tenement Holdings
As at 30 June 2008, Catalpa had 10 granted tenements encompassing 880km2, with 13 tenements under
application. The Company’s tenement interests are listed on page 80.
Sustainability
Catalpa Resources aims to implement best practices in safety, health and environmental management,
and is also committed to fostering sustainable relationships with all stakeholders in its local
communities.
Safety and Health

The Company is committed to protecting the safety and health of its employees, contractors, visitors
and the local community. Catalpa Resources has a zero harm policy. No lost time injuries were reported
during the year under review.
Environment and Statutory Reporting

Catalpa is committed to minimising its impact on the natural environment within which it operates.
Catalpa completed and submitted an Annual Environmental Report (AER) in July 2008. The Mining
Proposal (MP) for the construction and operation of the mine was in draft at the time of writing.
Community
The Company aims to foster mutually beneficial relationships with its local communities, and in turn is
broadly supported by local residents and landholders.
Wherever possible, labour and services are sourced locally, and Catalpa is also supportive of
development and fundraising initiatives in and around the Westonia town.
Excellent relationships are maintained with local authorities and decision makers.
Competent Person Statement

The exploration data have been supplied according to the JORC Code for the reporting of Mineral Resources and Ore Reserves by
Nick Winnall (Exploration Manager), a full-time employee of Catalpa Resources Limited. Mr. Winnall is a Member of the Australasian
Institute of Mining and Metallurgy (AUSIMM) and has sufficient experience which is relevant to the style of mineralisation and
type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the
December 2004 edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” (JORC
Code). Mr. Winnall consents to the inclusion in the report of the matters based upon his information in the form and context in which
it appears.
Competent Person Statement

The information in this report that relates to mineral resources is based on work completed by Mr Nicolas Johnson, who is a Member
of the Australian Institute of Geoscientists. Mr Johnson is a full time employee of Hellman and Schofield Pty Ltd and has sufficient
experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is
undertaking to qualify as a Competent Person as defined in the 2004 edition of the ‘Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves’. Mr Johnson consents to the inclusion in the report of the matters based on his
information in the form and context in which it appears.
13
Catalpa’s most valuable asset
Murray Pollock John Rowe Bruce McFadzean

Non-Executive Director Non-Executive Chairman Managing Director
Catalpa has an
experienced
and innovative
Nigel Johnson
Non-Executive Director
Board and Erik Palmbachs
Chief Financial Officer
management
team that is
committed to
moving the
Barry Sullivan Nick Winnall
Edna May Exploration Manager
Gold Project
towards
production.
Christopher Melloy Dennis McDeed
Non-Executive Director Registered Manager
Graham Anderson Leonard Math Rebecca Haines

14 Company Secretary Company Secretary Administration Officer
2008
FINANCIAL
REPORT
Director’s report
The Board of Directors
John Rowe BSc (Hons) ARSM, MAusIMM
Non-Executive Chairman
Mr John Rowe, a geologist, brings a wealth of geological and business development skills to the
Company. Mr Rowe has 38 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.
Mr Rowe is also a Non-Executive Director of Panoramic Resources Limited (PAN).
Bruce McFadzean Dip Mining

Managing Director
Mr Bruce 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 operational.
Mr McFadzean is a Non-Executive Director of Venture Minerals Limited.
Barry Sullivan BSc(Hons), ARSM, FAusIMM, MAICD

Mr Barry Sullivan, is a 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 with MIM, Mr Sullivan was Executive General Manager
responsible for the extensive Mount Isa and Hilton operations. More recently, Mr Sullivan has been
working with a number of smaller exploration and mining companies.
Mr Sullivan is a Non-Executive Director and Chairman of Exco Resources, and a Non-Executive Director
of Sedimentary Holdings.
Murray Pollock MAICD

Mr 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.
Christopher Melloy BE (Hons), MEngSc, F Fin (Sec Inst), MAusIMM, ASIA

Mr Christopher Melloy, a mining engineer has 29 years of extensive experience within the resource
sector, ranging from mine planning and mine operations to mining analysis, research and executive
roles. Mr Melloy is an Executive Director of Lion Manager Pty Ltd and a Director of a number of other
companies.
Nigel Johnson CA, CFTP(Snr), MAICD

Mr Nigel Johnson, a Charted Accountant with strong finance and management experience attained over
a period of 36 years in both publicly listed and private companies and within a number of industries.
Mr Johnson has significant expertise in financial management, equity and debt raisings, treasury and
financial risk management and strategic and business planning. Most recently, Mr. Johnson was Chief
Financial Officer for Straits Resource Limited, responsible for the financial, commercial and treasury
activities of the Straits Group.
Mr Johnson is also a Non-Executive Director of Matrix Composites and Engineering Limited.
16
Directors’ Report CONTINUED
Mark Fitzpatrick
Mr Mark Fitzpatrick was Non-Executive Chairman/Director from 3 August 2005 to 27 February 2008.
David Hatch
Mr David Hatch was Managing Director from 31 March 2005 to 28 September 2007.
Company Secretary
Graham Anderson, BBus, CA
Mr Graham Anderson is 44 years of age, has a Bachelor of Business Degree and is a member of the
Institute of Chartered Accountants. 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 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 has also
been significantly involved in the IPO stage including due diligence process for Australis Aquaculture
Ltd, Dynasty Metals Australia Ltd, Echo Resources Ltd, Pegasus Metals Ltd, Mamba Minerals Ltd and
Iron Road Ltd in the past 3 years.
Mr Anderson is currently the Chairman and Company Secretary of APA Financial Services Ltd,
Director and Company Secretary of Dynasty Metals Australia Ltd, Echo Resources Ltd, Pegasus
Metals Ltd and Company Secretary of Apex Minerals NL, Mamba Minerals Ltd, Tectonic Resources
NL and Iron Road Ltd.
Leonard Math, BBus, CA

Mr Leonard Math graduated from Edith Cowan University, majoring in Accounting and Information
Systems, in 2003 and is a member of the Institute of Chartered Accountants. In 2005 Mr Math worked
as an Auditor at Deloitte before joining GDA Corporate as a Senior Accountant.
Mr Math 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, and shareholder relations with registry and shareholders
both retail and institutional.
Messers Graham Anderson and Leonard Math were appointed joint Company Secretaries on
2 August 2007.
John Fitzgerald was Company Secretary from 6 March 2007 to 31 July 2007.
17
Interests in the shares and options of the Company and related bodies corporate
As at the date of this report, the interests of the Directors in the shares and options of Catalpa
Resources Limited were:
Options over
Ordinary Shares Ordinary Shares
John Rowe - -
Bruce McFadzean 345,000 -
Murray Pollock 15,725,802 935,748
Chris Melloy 1,504,688 167,188
Barry Sullivan - -
Nigel Johnson - -
NATURE OF OPERATIONS AND PRINCIPAL ACTIVITIES
The principal activities of the group are development of and exploration for mineral resources. The
details of the operations of the Group are set out in the Review of Operations of this report.
DIVIDENDS
No dividends were paid or declared during the financial year. No recommendation for payment of
dividends has been made.
OPERATING AND FINANCIAL REVIEW
Operating Results for the Year
The operating loss after income tax of the Group for the year ended 30 June 2008 was $2,291,738
(2007: $9,730,197).
2008
Revenues Results
$ $
Geographic segments
Australia 594,509 (2,291,738)
Consolidated entity revenues and loss from ordinary activities before 594,509 (2,291,738)
income tax expense
Shareholder Returns
2008 2007
Basic and diluted loss per share (cents) 0.67 3.5
18
Risk Management
The Board is responsible for ensuring that risks, and also opportunities, are identified on a timely
basis and that activities are aligned with the risks and opportunities identified by the Board.
The Group believes that it is crucial for all Board members to be a part of this process, and as such
the Board has not established a separate risk management committee.
The Board has a number of mechanisms in place to ensure that management’s objectives and
activities are aligned with the risks identified by the Board. These include the following:
• Strategic planning, which encompasses strategy statements designed to meet stakeholders needs
and manage business risk.
• Implementation of Board approved operating plans and budgets and Board monitoring of progress
against these budgets.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
The Company’s name was changed from Westonia Mines Limited to Catalpa Resources Limited on
the 29 August 2008 after shareholders’ approval at a General Meeting on the 27 August 2008.
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.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
No matters or circumstances, besides those disclosed at note 24, 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.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
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.
ENVIRONMENTAL REGULATION AND PERFORMANCE
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
Group are not aware of any breach of environmental legislation for the year under review.
REMUNERATION REPORT
The remuneration report is set out under the following main headings:
A Principles used to determine the nature and amount of remuneration

B Details of remuneration
C Service agreements
D Share-based compensation
E Additional information
The information provided under headings A-D includes remuneration disclosures that are required
under Accounting Standard AASB 124 Related Party Disclosures. These disclosures have been
transferred from the financial report and have been audited. The disclosures in Section E are
additional disclosures required by the Corporations Act 2001 and the Corporations Regulations 2001
which have not been audited.
19
A Principles used to determine the nature and amount of remuneration (audited)
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 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 Board’s policy for determining the nature and amount of remuneration for Board members and
senior executives of the Group is as follows:
The remuneration policy, setting the terms and conditions for the executive Directors and other senior
executives, was developed 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 executive Directors and executives 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 $200,000). 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 are able to participate in employee
option plans.
Performance based remuneration

The remuneration policy has been tailored to increase goal congruence between shareholders and
Directors and executives. Currently, this is facilitated through the issue of options to executives to
encourage the alignment of personal and shareholder interests. The Company believes this policy
will be effective in increasing shareholder wealth. For details of Directors and executives interests in
options at year end, refer note 18.
Company performance, shareholder wealth and Directors’ and executives’ remuneration

The remuneration policy has been tailored to increase the direct positive relationship between
shareholders investment objectives and Directors and executives’ performance. Currently, this is
facilitated through the issue of options to executives to encourage the alignment of personal and
shareholder interests. The Company believes this policy will be effective in increasing shareholder
wealth.
20
B Details of remuneration (audited)
Details of the remuneration of the Directors and the key management personnel (as defined in AASB
124 Related Party Disclosures) of Catalpa Resources Limited and the Catalpa Group are set out in the
following table.
The key management personnel of Catalpa Resources Limited and the Group include the Directors
and Company Secretary as per page 16 above and the following executive officer have the authority
and responsibility for planning, directing and controlling the activities of the Group:
• Rowan Johnston (Resigned on 14 September 2007)
Key management personnel and other executives of Catalpa Resources Limited and the Group
PRIMARY POST EMPLOYMENT SHARE BASED PAYMENTS TOTAL

Salary, Non- Superannuation Retirement Other Options Remuneration
Fees Monetary Benefits services consisting
options
DIRECTORS
John Rowe (Non-Executive Chairman)
2008 56,666 - 5,100 - 103,344 - - 165,110
2007 28,356 - - - - - - 28,356
Bruce McFadzean (Managing Director - appointed 6 June 2008)
2008 23,492 - 2,114 - - - - 25,606
2007 - - - - - - - -
Murray Pollock (Non-Executive Director)
2008 40,000 - 3,600 - - - - 43,600
2007 38,000 - 3,420 - - - - 41,420
Chris Melloy* (Non-Executive Director)
2008 40,000 - - - - - - 40,000
2007 38,000 - - - - - - 38,000
Barry Sullivan (Non-Executive Director - appointed 16 June 2008)
2008 1,667 - 150 - - - - 1,817
2007 - - - - - - - -
Mark Fitzpatrick (Non-Executive Chairman - resigned 27 February 2008)
2008 50,000 - 4,500 - 85,250 - - 139,750
2007 76,000 - 6,840 - - - - 82,840
David Hatch (Managing Director - resigned 28 September 2007)
2008 82,073 - 7,387 110,000 - - - 199,460
2007 220,000 20,663 19,800 - - 28,807 9.95% 289,270
OTHER KEY MANAGEMENT PERSONNEL
Graham Anderson and Leonard Math^ (Company Secretary - appointed 2 August 2007)
2008 56,500 - - - - - - 56,500
2007 - - - - - - - -
John Fitzgerald (Company Secretary - appointed 6 March 2007, resigned 31 July 2007)
2008 16,000 - 1,440 - - - - 17,440
2007 59,280 - 5,335 - - 13,600 17.39% 78,215
Rowan Johnston (Resident Manager - resigned on 14 September 2007)
2008 - 5,169 50,000 - - - 113,163
57,994
2007 200,000 22,596 18,000 - - - - 240,596
Total key management personnel compensation
2008 424,392 - 29,460 160,000 188,594 - - 802,446
2007 659,636 43,259 53,395 - - 42,407 5.31% 798,697
* These payments are 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. Refer note 22.
^ These payments are to GDA Corporate, a Company in which Graham Anderson is a Director and Leonard Math is an employee.
The fees include accounting services provided to Catalpa Resources Limited. Refer note 22.
21
C Service agreements (audited)
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 – 6 months notice of termination is required
• Base salary, exclusive of statutory superannuation, of $370,000 to be reviewed annually by the

Board.
• The Company will fully maintain Mr McFadzean’s 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,
retiring allowance, 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.
D Share-based compensation (audited)
There were no options issued to Directors, executives or key management personnel during the year
and no shares issued on exercise of options by Directors, executives and key management personnel.
3,850,000 of options issued to Directors, executives and key management personnel in prior year
lapsed during the year due to cease employment with the Group. No options issued in prior years
were exercised.
E Additional information – unaudited
Performance income as a proportion of total compensation
No performance based bonuses have been paid to key management personnel during the financial
year.
Share based compensation – options
There were no options issued to Directors, executives or key management personnel during the year
as a share based compensation.
22
DirectorS’ MEETINGS
During the year the Company held ten meetings of Directors. The attendance of Directors at meetings
of the Board were:
Directors’ Meetings Audit Committee
A B A B
John Rowe 10 10 - -
Bruce McFadzean* (Appointed – 9 June 2008) 1 1 - -
Murray Pollock 10 10 - -
Chris Melloy 9 10 - -
Barry Sullivan (Appointed – 16 June 2008) 1 1 - -
Mark Fitzpatrick (Resigned – 27 February 2008) 7 7 - -
David Hatch* (Resigned – 28 September 2007) 3 3 - -
Notes
A Number of meetings attended.
B Number of meetings held during the time the Director held office during the year.
* - Not a member of the Audit Committee.
SHARES UNDER OPTION
At the date of this report there are 38,675,250 unissued ordinary shares in respect of which options
are outstanding.
Number of options
Balance at the beginning of the year 42,475,256
Movements of share options during the year
Lapsed (11 cents, 2 October 2007, unlisted) (200,000)
Lapsed (20 cents, 2 October 2007, unlisted) (2,000,000)
Lapsed (20 cents, 2 October 2007, unlisted) (1,000,000)
Exercised at 10 cents (28 November 2007, listed) (6)
Issued, exercisable at 8 cents, on or before 29 April 2011 (unlisted) 100,000
Total number of options outstanding at the date of this report 38,675,250
The balance is comprised of the following:

Expiry date Exercise price (cents) Number of options
30 June 2010 10 38,375,250
22 Nov 2010 11 200,000
29 April 2011 8 100,000
Total number of options outstanding at the date of this report 38,675,250
No person entitled to exercise any option referred to above has or had, by virtue of the option, a right
to participate in any share issue of any other body corporate.
23
INSURANCE OF DirectorS AND OFFICERS
During or since the financial year, the Company has paid premiums insuring all the Directors of
Catalpa Resources Limited against costs incurred in defending proceedings for conduct involving:
(a) a wilful breach of duty; or
(b) a contravention of sections 182 or 183 of the Corporations Act 2001,
as permitted by section 199B of the Corporations Act 2001.
The total amount of insurance contract premiums paid is confidential under the terms of the
insurance policy.
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.
NON AUDIT SERVICES
The following non audit services were provided by the Group’s auditor, Ord Partners or associated
entities. The Directors are satisfied that the provision of non audit services is compatible with the
general standard of independence for auditors imposed by the Corporations Act. The Directors are
satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise
the auditor independence requirements of the Corporations Act 2001 for the following reasons:
− All non-audit services have been reviewed by the audit committee to ensure they do not impact
the impartiality and objectivity of the auditor;
− None of the services undermine the general principles relating to auditor independence as set
out in APES 110 Code of Ethics for Professional Accountants, including reviewing or auditing the
auditor’s own work, acting in a management or a decision-making capacity for the Company, acting
as advocate for the Company or jointly sharing economic risk and rewards.
Ord Partners received or are due to receive the following amounts for the provision of non audit
services:
2008 2007
$ $
Department of Industry & Resources tenement audits - 2,500
24
AUDITOR’S INDEPENDENCE DECLARATION
A copy of the auditor’s independence declaration as required under section 307C of the Corporations
Act 2001 is set out on page 26.
ROUNDING OF AMOUNTS
The amounts contained in this report and in the financial statements have been rounded to the
nearest $1 (where rounding is applicable) under the option available to the Company under ASIC
Class Order 98/100. The Company is an entity to which the Class Order applies.
Signed in accordance with a resolution of the Directors.
Bruce McFadzean
Managing Director
Perth, 30 September 2008
25
26
Corporate Governance Statement
This statement outlines the main corporate governance practices in place for the financial year
ended 30 June 2008 which comply with the ASX Corporate Governance Council principles of Good
Corporate Governance and Best Practice Recommendations, unless otherwise stated.
The Board of Directors
The Company’s constitution provides that the number of Directors shall not be less than three and
not more than nine. There is no requirement for any share holding qualification.
As and if the Company’s activities increase in size, nature and scope the size of the Board will be
reviewed periodically and the optimum number of Directors required to supervise adequately
the Company’s constitution determined within the limitations imposed by the constitution and as
circumstances demand.
The membership of the Board, its activities and composition, is subject to periodic review. The
criteria for determining the identification and appointment of a suitable candidate for the Board shall
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. Subject to the requirements of the Corporations Act 2001, the Board does not subscribe
to the principle of retirement age and there is no maximum period of service as a Director. 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.
The Board considers that the Company is not currently of a size, nor are its affairs of such complexity
to justify the formation of separate or special committees at this time. The Board as a whole is able
to address the governance aspects of the full scope of the Company’s activities and to ensure that it
adheres to appropriate ethical standards.
Role of the Board
The Board’s primary role is the protection and enhancement of long‑term shareholder value.
To fulfil this role, the Board is responsible for oversight of management and the overall corporate
governance of the Company including its strategic direction, establishing goals for management and
monitoring the achievement of these goals.
Appointments to Other Boards
Directors are required to take into consideration any potential conflicts of interest when accepting
appointments to other Boards.
Independent Professional Advice
The Board has determined that individual Directors have the right in connection with their duties and
responsibilities as Directors, to seek independent professional advice at the Company’s expense.
With the exception of expenses for legal advice in relation to Director’s rights and duties, the
engagement of an outside adviser is subject to prior approval of the Chairman and this will not be
withheld unreasonably.
27
Corporate Governance Statement CONTINUED
Continuous Review of Corporate Governance
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 Directors recognise that mineral exploration is an inherently risky business and
that operational strategies adopted should, notwithstanding, be directed towards improving or
maintaining the net worth of the Company.
ASX Principles of Good Corporate Governance
The Board has reviewed its current practices in light of the ASX Principles of Good Corporate
Governance and Best Practice Guidelines with a view to making amendments where applicable after
considering the Company’s size and the resources it has available.
As the Company’s activities develop in size, nature and scope, the size of the Board and the
implementation of any additional formal corporate governance committees will be given further
consideration.
The following table sets out the recommendations and the Company’s response during the financial
period and the reasons for non-compliance.
ASX Principle Reference/comment

Principle 1: Lay solid foundations for management and oversight
1.1 Formalise and disclose the The Company has not adopted this recommendation
functions reserved to the to formalise and disclose the functions reserved to
Board and those delegated to the Board and those delegated to management. The
management Company has a small Board, comprising six Directors,
five of whom are non executive (including the chairman).
The full Board currently meets every month. In addition,
strategy meetings and any extraordinary meetings are
held at such other times as may be necessary to address
any specific significant matters that may arise.
The Board believes the alignment of the interests of
Directors with those of shareholders as being the most
efficient way to ensure shareholders interests are
protected.
Principle 2: Structure the Board to add value

2.1 A majority of Board members Given the Company’s background, the nature and
should be independent Directors size of its business and the current stage of its
development, the Board comprises six Directors, five
of whom are non‑executive (including the independent
chairman). Of the Non-Executive Directors, three of
them are independent. The Board believes that this is
both appropriate and acceptable at this stage of the
Company’s development.
The Company considers the expense of sourcing
additional Directors at this stage of its development
is unwarranted. The roles and functions within the
Company must remain flexible in order for it to best
function within its level of available resources.
The Board believes the alignment of the interests of
Directors with those of shareholders as being the most
efficient way to ensure shareholders interests are
protected.
28
2.2 The chairperson should be an The chairperson is a non executive independent

independent Director chairman.
2.2 The roles of chairperson and chief The chairperson is a non executive independent
executive officer should not be chairman.
exercised by the same individual
2.3 The roles of chairperson and chief The positions of chairman and managing Director are
executive officer should not be held by separate persons.
exercised by the same individual
2.4 The Board should establish a The Board has no formal nomination committee. Acting
nomination committee in its ordinary capacity from time to time as required, the
Board carries out the process of determining the need
for, screening and appointing new Directors. In view of
the size and resources available to the Company, it is not
considered that a separate nomination committee would
add any substance to this process.
2.5 Provide the information indicated The skills and experience of Directors are set out in the
in guide to reporting on principle Company’s annual report and on its website.
2
Principle 3: Promote ethical and responsible decision making
3.1 Establish a code of conduct to The Company has formulated a code of conduct which
guide the Directors, the chief can be viewed on the Company’s website.
executive officer (or equivalent),
the chief financial officer (or
equivalent) and any other key
executives as to:
3.1.1 The practices necessary

to maintain confidence in the
Company’s integrity
3.1.2 The responsibility and

accountability of individuals for
reporting or investigating reports
of unethical practices
3.2 Disclose the policy concerning The Company has formulated a securities trading policy
trading in Company securities by which can be viewed on its website.
Directors, officers and employees
3.3 Provide the information indicated Not applicable – see above.

in guide to reporting on principle 3
29
Principle 4: Safeguard integrity in financial reporting
4.1 Require the chief executive officer The Managing Director and Chief Financial Officer are
(or equivalent) and the chief required to sign a declaration addressing the integrity
financial officer (or equivalent) of the financial statements and maintenance of financial
to state in writing to the Board records in accordance with s286 of the corporation act.
that the Company’s financial
reports present a true and fair
view, in all material respects, of
the Company’s financial condition
and operational results and are
in accordance with relevant
accounting standards
4.2 The Board should establish an The Company has established an audit committee which
audit committee comprises five non executive Directors. The charter for
this committee is disclosed on the Company’s website.
4.3 Structure the audit committee so See above

that it consists of:
- Only non executive Directors
- A majority of independent
Directors
- An independent chairperson
who is not the chairperson of the
Board
- At least three members
4.4 The audit committee should have See above

a formal charter
4.5 Provide the information indicated Not applicable – see above.

in guide to reporting on Principle 4
Principle 5: Make timely and balanced disclosure

5.1 Establish written policies and The Company has instigated internal procedures
procedures designed to ensure designed to provide reasonable assurance as to the
compliance with ASX listing rule effectiveness and efficiency of operations, the reliability
disclosure requirements and of financial reporting and compliance with relevant
to ensure accountability at a laws and regulations. The Board is acutely aware of the
senior management level for that continuous disclosure regime and there are systems in
compliance place to ensure compliance, underpinned by experience.
5.2 Provide the information indicated See above

in guide to reporting on principle
5
30
Principle 6: Respect the rights of shareholders
6.1 Design and disclose a In line with adherence to continuous disclosure

communications strategy to requirements of ASX all shareholders are kept informed
promote effective communication of major developments affecting the Company.
with shareholders and encourage This disclosure is through regular shareholder
effective participation at general communications including the Annual Report, Quarterly
meetings Reports, the Company website and the distribution of
specific releases covering major transactions or events.
6.2 Request the external auditor to It is the Group policy that the Auditor attends the AGM
attend the annual general meeting and part of the Agenda is the tabling of the accounts and
and be available to answer inviting shareholders to ask the Directors of the Auditor
shareholder questions about the any questions about the report including the Audit
audit and the preparation and Report.
content of the auditor’s report
Principle 7: Recognise and manage risk
7.1 The Board or appropriate Board While the Company does not have formalised policies on
committee should establish risk management the Board recognises its responsibility
policies on risk oversight and for identifying areas of significant business risk and for
management ensuring that arrangements are in place for adequately
managing these risks. This issue is regularly reviewed
at Board meetings and risk management culture is
encouraged amongst employees and contractors.
7.2 The chief executive officer (or The Managing Director and Chief Financial Officer are
equivalent) and the chief financial required to sign a declaration addressing the integrity
officer (or equivalent) should state of the financial statements and maintenance of financial
to the Board in writing that: records in accordance with s286 of the Corporations Act.
7.2.1 the statement given in
accordance with best practice
recommendation 4.1 (the
integrity of financial statements)
is founded on a sound system
of risk management and internal
compliance and control which
implements the polices adopted
by the Board
7.2.2 the Company’s risk
management and internal
compliance and control system
is operating efficiently and
effectively in all material respects
7.3 Provide information indicated in Not applicable – See above.

guide to reporting on principle 7
31
Principle 8: Encourage enhanced Performance

8.1 Disclose the process for The Company does not consider it appropriate to have
performance evaluation of a sub committee of the Board to consider remuneration
the Board, its committees and matters.
individual Directors, and key The remuneration of executive and non executive
executives Directors is reviewed by the Board with the exclusion
of the Director concerned. The remuneration of
management and employees is reviewed by the Board
and approved by the Chairman.
Acting in its ordinary capacity, the Board from
time to time carries out the process of considering
and determining performance issues including the
identification of matters that may have a material effect
on the price of the Company’s securities. Whenever
relevant, any such matters are reported to ASX.
Principle 9: Remunerate fairly and responsibly

9.1 Provide disclosure in relation The Company discloses remuneration related information
to the Company’s remuneration in its annual report to shareholders in accordance with
policies and benefits to these the Corporations Act 2001.
policies and (ii) the link between Remuneration levels are determined by the Board on
remuneration paid to Directors an individual basis, the size of the Company making
and key executives and corporate individual assessment more appropriate than formal
performance. remuneration policies. In doing so, the Board seeks to
retain professional services as it requires, at reasonable
market rates, and seeks external advice and market
comparisons where necessary.
9.2 The Board should establish a The Company does not consider it appropriate to have
remuneration committee a sub‑committee of the Board to consider remuneration
matters as this function is carried out by the full Board.
9.3 Clearly distinguish the structure See above.

of non executive Directors
remuneration from that of
executives
9.4 Ensure that payment of equity See above.

based executive remuneration All equity issues to Directors will need to be approved by
is made in accordance with shareholders.
thresholds set in plans approved
by shareholders
9.5 Provide information indicated Not applicable – see above.

in ASX guide to reporting on
principle 9
Principle 10: Recognise legitimate interests of stakeholders

10.1 Establish and disclose a code of The Company’s code of conduct is set out in the
conduct to guide compliance with Company’s website.
legal and other obligations to The Board continues to review existing procedures over
legitimate stakeholders time to ensure adequate processes are in place.
All Directors, employees and contractors are expected
to act with the utmost integrity and objectivity in their
dealings with other parties, striving at all times to
enhance the reputation and performance of the Company.
32
Income Statements
Year Ended 30 June 2008
Notes Consolidated Parent Entity
2008 2007 2008 2007

$ $ $ $
REVENUE FROM CONTINUING OPERATIONS 4 594,905 387,038 594,905 387,038
EXPENDITURE
Depreciation expense 5 (142,533) (122,030) (142,533) (122,030)
Corporate expenses (439,655) (321,650) (439,655) (321,650)
Occupancy expenses 5 (203,183) (231,071) (203,183) (231,071)
Employee and consultant expenses (621,649) (899,649) (621,649) (899,649)
Travel and accommodation expenses (34,919) (72,668) (34,919) (72,668)
Exploration, evaluation and

development expenditure (1,360,403) (1,625,016) (1,360,403) (1,625,016)
Impairment of exploration and

development expenditure - (6,888,164) - (6,888,164)
Impairment loss on assets (84,301) - (84,301) -
Other expenses - (65,529) - (65,529)
LOSS BEFORE INCOME TAX (2,291,738) (9,838,739) (2,291,738) (9,838,739)
INCOME TAX BENEFIT 6 - 108,542 - 108,542
NET LOSS ATTRIBUTABLE TO EQUITY

HOLDERS OF CATALPA RESOURCES LIMITED (2,291,738) (9,730,197) (2,291,738) (9,730,197)
Basic and diluted loss per share for loss

attributable to the ordinary equity holders of the
Company (cents per share) 26 0.67 3.5
The above Income Statements should be read in conjunction with the Notes to the Financial Statements.
33
balance sheets
At 30 June 2008
2008 2007 2008 2007

$ $ $ $
CURRENT ASSETS
Cash and cash equivalents 7 2,799,198 1,075,686 2,799,198 1,075,686
Other receivables 8 78,004 294,577 78,004 294,575
Other assets 9 37,884 1,902,872 27,884 1,892,872
TOTAL CURRENT ASSETS 2,915,086 3,273,135 2,905,086 3,263,133
NON CURRENT ASSETS

Other financial assets 10 386,194 1,500 396,196 11,502
Property, plant and equipment 11 3,593,990 3,600,080 3,593,990 3,600,080
Mining properties 12 - - - -
TOTAL NON CURRENT ASSETS 3,980,184 3,601,580 3,980,184 3,611,582
TOTAL ASSETS 6,895,270 6,874,715 6,895,270 6,874,715
CURRENT LIABILITIES
Trade and other payables 13 158,066 392,618 158,068 392,618
Provisions 14 462,208 805,578 462,208 805,578
TOTAL CURRENT LIABILITIES 620,274 1,198,196 620,274 1,198,196
TOTAL LIABILITIES 620,274 1,198,196 620,274 1,198,196
NET ASSETS 6,274,996 5,676,519 6,274,996 5,676,519
EQUITY
Issued capital 15 32,976,344 30,088,089 32,976,344 30,088,089
Reserves 16(a) 500,633 498,673 500,633 498,673
Accumulated losses 16(b) 16(b) (27,201,981) (24,910,243) (27,201,981) (24,910,243)
TOTAL EQUITY 6,274,996 5,676,519 6,274,996 5,676,519
The above Income Statements should be read in conjunction with the Notes to the Financial Statements.
34
Statements of Changes in Equity
Consolidated and Parent Entity
Notes Share Capital Accumulated Reserves Total

Ordinary Losses
$ $ $ $
BALANCE AT 1 JULY 2006 22,591,978 (15,180,046) 456,266 7,868,198
Loss for the year - (9,730,197) - (9,730,197)
Income tax on items taken

directly to equity (108,542) - - (108,542)
TOTAL RECOGNISED INCOME

AND EXPENSE FOR THE YEAR
ATTRIBUTABLE TO MEMBERS OF
CATALPA RESOURCES LIMITED (108,542) (9,730,197) - (9,838,739)
Contributions to equity net of

transactions costs 7,604,653 - - 7,604,653
Share based payments - - 42,407 42,407
TRANSACTIONS WITH EQUITY

HOLDERS IN THEIR CAPACITY AS
EQUITY HOLDERS 7,604,653 - 42,407 7,647,060
BALANCE AT 30 JUNE 2007 30,088,089 (24,910,243) 498,673 5,676,519
BALANCE AT 1 JULY 2007 30,088,089 (24,910,243) 498,673 5,676,519
Loss for the year 16(b) - (2,291,738) - (2,291,738)
TOTAL RECOGNISED INCOME

AND EXPENSE FOR THE YEAR
ATTRIBUTABLE TO MEMBERS OF
CATALPA RESOURCES LIMITED - (2,291,738) - (2,291,738)
Contributions to equity net of

transactions costs 15 2,888,255 - - 2,888,255
Share based payments 16(a) - - 1,960 1,960
TRANSACTIONS WITH EQUITY

HOLDERS IN THEIR CAPACITY AS
EQUITY HOLDERS 2,888,255 - 1,960 2,890,215
BALANCE AT 30 JUNE 2008 32,976,344 (27,201,981) 500,633 6,274,996
The above Statements of Changes in Equity should be read in conjunction with the Notes to the Financial Statements.
35
Statements of Cash Flows
2008 2007 2008 2007

$ $ $ $
CASH FLOWS FROM OPERATING ACTIVITIES

Research and development grant received 320,885 - 320,885 -
Receipts from other debtors 35,904 - 35,904 -
Payments to suppliers and employees (1,358,236) (1,536,833) (1,358,236) (1,536,833)
Interest received 264,790 472,798 264,790 472,798
NET CASH OUTFLOW FROM OPERATING

ACTIVITIES 25(a) (736,657) (1,064,035) (736,657) (1,064,035)
CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment (137,743) (461,202) (137,743) (461,202)
Payments for exploration activities (1,765,343) (1,612,080) (1,765,343) (1,612,080)
Payment for project development - (6,634,664) - (6,634,664)
Proceeds from release of tenement bonds 1,500,000 - 1,500,000 -
Payment to purchase mining equipment (25,000) - (25,000) -
NET CASH OUTFLOW FROM INVESTING

ACTIVITIES (428,086) (8,707,946) (428,086) (8,707,946)
CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issues of ordinary shares 3,070,021 6,150,818 3,070,021 6,150,818
Payment of share issue costs (181,766) (317,565) (181,766) (317,565)
NET CASH INFLOW FROM FINANCING

ACTIVITIES (2,888,255) (5,833,253) (2,888,255) (5,833,253)
NET INCREASE (DECREASE) IN CASH AND

CASH EQUIVALENTS 1,723,512 (3,938,728) 1,723,512 (3,938,728)
Cash and cash equivalents at the beginning of the

financial year 1,075,686 1,075,686 1,075,686 1,075,686
CASH AND CASH EQUIVALENTS AT THE END

OF THE FINANCIAL YEAR 7 2,799,198 1,075,686 2,799,198 1,075,686
The above Statements of Cash Flows should be read in conjunction with the Notes to the Financial Statements.
36
Notes to the Financial Statements
30 June 2008
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies adopted in the preparation of the financial report are set out below.
These policies have been consistently applied to all the years presented, unless otherwise stated. The
financial report includes separate financial statements for Catalpa Resources Limited as an individual
entity and the consolidated entity consisting of Catalpa Resources Limited and its subsidiaries.
(a) Basis of preparation

This general purpose financial report has been prepared in accordance with Australian Accounting
Standards, other authoritative pronouncements of the Australian Accounting Standards Board,
Australian Interpretations and the Corporations Act 2001.
Going concern basis of accounting used in financial report

This report has been prepared on the going concern basis, which contemplates the continuity of
normal business activity and the realisation of assets and the settlement of liabilities in the normal
course of business. The consolidated entity has incurred a net loss after tax for the year ended 30 June
2008 of $2,291,738 (2007: $9,730,197) and experienced net cash outflows from operating activities
of $736,657 (2007: $1,064,035). As at 30 June 2008, the consolidated entity had net current assets of
$2,294,812 (30 June 2007: $2,074,939). As at 30 June 2008, the consolidated entity had a net asset
position of $6,274,996 (2007: $5,676,519).
The Directors believe that there are sufficient funds to meet the Company and consolidated entity’s
working capital requirements. Furthermore, the Directors have appropriate strategies and plans to
raise additional funds, as and when required (either through raising additional capital or the sale of
surplus assets), and/or to contain certain operating and exploration expenditures should appropriate
funding be unavailable.
During the year, the Company successfully raised additional capital of $3,070,020 (prior to transaction
costs) through a placement of 38,375,256 ordinary shares at $0.08 on 16 July 2007. Should the
Company and the consolidated entity be unable to continue as going concerns, they may be required
to realise their assets and extinguish their liabilities other than in the normal course of business and
at amounts different from those stated in the financial report. The financial report does not include
any adjustments relating to the recoverability and classification of recorded asset amounts or to
the amounts and classification of liabilities that may be necessary should the Company and the
consolidated entity be unable to continue as going concerns
Compliance with IFRS

Australian Accounting Standards include Australian equivalents to International Financial Reporting
Standards (AIFRS). Compliance with AIFRS ensures that the consolidated financial statements and
notes and the parent entity financial statements and notes of Catalpa Resources Limited comply with
International Financial Reporting Standards (IFRS).
Historical cost convention

These financial statements have been prepared under the historical cost convention, as modified by
the revaluation of available-for-sale financial assets, financial assets and liabilities (including derivative
instruments) at fair value through profit or loss and certain classes of property, plant and equipment.
37
Notes to the Financial Statements CONTINUED
30 June 2008
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(b) Principles of consolidation

Subsidiaries
• The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of
Catalpa Resources Limited (“Company” or “parent entity”) as at 30 June 2008 and the results of
all subsidiaries for the year then ended. Catalpa Resources Limited and its subsidiaries together are
referred to in this financial report as the Group or consolidated entity.
• Subsidiaries are all of those entities (including special purpose entities) over which the Group has
the power to govern the financial and operating policies, generally acCompanying a shareholding
of more than one-half of the voting rights. The existence and effect of potential voting rights that
are currently exercisable or convertible are considered when assessing whether the Group controls
another entity.
• Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They
are de-consolidated from the date that control ceases.
• The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group.
• The Group applies a policy of treating transactions with minority interests as transactions with
parties external to the Group. Disposals to minority interests result in gains and losses for the
Group that are recorded in the income statement. Purchases from minority interests result in
goodwill, being the difference between any consideration paid and the relevant share acquired
of the carrying value of identifiable net assets of the subsidiary.
• InterCompany transactions, balances and unrealised gains on transactions between Group
companies are eliminated. Unrealised losses are also eliminated unless the transaction provides
evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been
changed where necessary to ensure consistency with the policies adopted by the Group.
• Minority interests in the results and equity of subsidiaries are shown separately in the consolidated
income statement and balance sheet respectively.
• Investments in subsidiaries are accounted for at cost in the individual financial statements of
Catalpa Resources Limited.
(c) Segment reporting

A business segment is identified for a group of assets and operations engaged in providing products
or services that are subject to risks and returns that are different to those of other business segments.
A geographical segment is identified when products or services are provided within a particular
economic environment subject to risks and returns that are different from those of segments operating
in other economic environments.
(d) Revenue recognition

Interest revenue is recognised when receivable.
38
30 June 2008
(e) Income tax

• The income tax expense or revenue 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 parent entity 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 equity are also
recognised directly in equity.
(f) 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 the income statement 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.
39
30 June 2008
(g) Business combinations

• The purchase method of accounting is used to account for all business combinations, including
business combinations involving entities or businesses under common control, regardless of
whether equity instruments or other assets are acquired. Cost is measured as the fair value of
the assets given, equity instruments issued or liabilities incurred or assumed at the
date of exchange plus costs directly attributable to the acquisition. Where equity instruments
are issued in an acquisition, the fair value of the instruments is their published market price as at
the date of exchange unless, in rare circumstances, it can be demonstrated that the published
price at the date of exchange is an unreliable indicator of fair value and that other evidence and
valuation methods provide a more reliable measure of fair value. Transaction costs arising on
the issue of equity instruments are recognised directly in equity.
• Identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition date, irrespective of
the extent of any minority interest. The excess of the cost of acquisition over the fair value of
the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of
acquisition is less than the Group’s share of the fair value of the identifiable net assets of
the subsidiary acquired, the difference is recognised directly in the income statement, but only after
a reassessment of the identification and measurement of the net assets acquired.
• Where settlement of any part of cash consideration is deferred, the amounts payable in the future
are discounted to their present value as at the date of exchange. The discount rate used is the
entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained
from an independent financier under comparable terms and conditions.
(h) Impairment of assets

Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and
are tested annually for impairment, or more frequently if events or changes in circumstances indicate
that they might be impaired. Other assets are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is
recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For
the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash inflows which are largely independent of the cash inflows from other
assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that
suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.
(i) 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.
(j) 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.
40
30 June 2008
(k) 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. Assets in this
category are classified as current assets.
(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 balance sheet.
(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 the income statement. 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 equity are included in the income statement as gains and losses from investment
securities.
41
30 June 2008
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 the income statement
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 the income statement as part of
revenue from continuing operations 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. Changes in the fair value of other
monetary and non-monetary securities classified as available-for-sale 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 the income statement. Impairment losses recognised in the
income statement on equity instruments classified as available-for-sale are not reversed through the
income statement.
(l) 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.
42
30 June 2008
(m) 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 the income
statement 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 (note 1(h)).
• Gains and losses on disposals are determined by comparing proceeds with carrying amount. These
are included in the income statement. When revalued assets are sold, it is Group policy to transfer
the amounts included in other reserves in respect of those assets to retained earnings.
(n) Exploration, evaluation and development expenditure

The Group has changed its previous policy of capitalising exploration expenditure (with subsequent
impairment reviews). The Group has adopted the policy of expensing all exploration and evaluation
expenditure in relation to its mineral tenements as incurred. The Directors are of the opinion that
expensing such expenditure provides more relevant and reliable information as the likelihood
of overstatement of assets is minimised. The Group comparatives have been restated to reflect
this policy. As all prior year capitalised expenditure had been fully impaired, there is no effect on
brought forward accumulated losses or loss per share calculations. Furthermore, there is no change
to Balance Sheet amounts. Where the Directors decide to progress the development in an area of
interest all further expenditure incurred relating to the area will be capitalised. Projects are advanced
to development status and classified as mining properties 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.
(o) 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 and is depreciated in
accordance with the policy set out in note 1(m). The unwinding of the effect of discounting on the
provision is recognised as a finance cost.
43
30 June 2008
(p) 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.
(q) 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 employee benefits
expected to be settled within twelve months of the reporting date 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 executive 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 exercise 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.
(r) 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. Incremental costs directly attributable to the issue of
new shares or options for the acquisition of a business are not included in the cost of
the acquisition as part of the purchase consideration.
44
30 June 2008
(s) 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.
(t) 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 balance sheet.
• 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.
(u) 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.
(v) Rounding of amounts

The Company is a kind referred to in Class Order 98/100, issued by the Australian Securities and
Investments Commission, relating to the “rounding off” of amounts in the financial report. Amounts in
the financial report have been rounded off in accordance with that Class Order to the nearest $1.
45
30 June 2008
(w) New accounting standards and interpretations

Certain new accounting standards and interpretations have been published that are not mandatory for
30 June 2008 reporting periods. The Group’s and the parent entity’s assessment of the impact of these
new standards and interpretations is set out below.
(i) AASB 8 Operating Segments and AASB 2007 3 Amendments to Australian Accounting Standards
arising from AASB 8
AASB 8 and AASB 2007 3 are effective for annual reporting periods commencing on or after 1 January
2009. AASB 8 will result in a significant change in the approach to segment reporting, as it requires
adoption of a ‘management approach’ to reporting on the financial performance. The information
being reported will be based on what the key decision makers use internally for evaluating segment
performance and deciding how to allocate resources to operating segments. The Group has not yet
decided when to adopt AASB 8. Application of AASB 8 may result in different segments, segment
results and different type of information being reported in the segment note of the financial report.
However, at this stage, it is not expected to affect any of the amounts recognised in the financial
statements.
(ii) Revised AASB 123 Borrowing Costs and AASB 2007 6 Amendments to Australian Accounting
Standards arising from AASB 123 [AASB 1, AASB 101, AASB 107, AASB 111, AASB 116 & AASB 138
and Interpretations 1 & 12]
The revised AASB 123 is applicable to annual reporting periods commencing on or after 1 January
2009. It has removed the option to expense all borrowing costs and when adopted will require the
capitalisation of all borrowing costs directly attributable to the acquisition, construction or production
of a qualifying asset. There will be no impact on the financial report of the Group, as the Group does
already capitalise borrowing costs relating to qualifying assets.
(iii) AASB I 14 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their
Interaction
AASB I 14 will be effective for annual reporting periods commencing 1 January 2008. It provides
guidance on the maximum amount that may be recognised as an asset in relation to a defined benefit
plan and the impact of minimum funding requirements on such an asset. None of the Group’s defined
benefit plans are subject to minimum funding requirements and none of them is in a surplus position.
The Group will apply AASB I 14 from <date>, but it is not expected to have any impact on the Group’s
financial statements.
(iv) Revised AASB 101 Presentation of Financial Statements and AASB 2007 8 Amendments to
Australian Accounting Standards arising from AASB 101
A revised AASB 101 was issued in September 2007 is applicable for annual reporting periods
beginning on or after 1 January 2009. It requires the presentation of a statement of comprehensive
income and makes changes to the statement of changes in equity, but will not affect any of the
amounts recognised in the financial statements. If an entity has made a prior period adjustment
or has reclassified items in the financial statements, it will need to disclose a third balance sheet
(statement of financial position), this one being as at the beginning of the comparative period. The
Group intends to apply the revised standard from 1 January 2009.
46
30 June 2008
(x) Critical accounting judgements, estimates and assumptions

The preparation of financial statements in conformity with AIFRS requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in the process of
applying the Group’s accounting policies. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are significant to the financial statements are:
Share based payment transactions

The Group measures the cost of equity-settled transactions with employees by reference to the fair
value of the equity instruments at the date at which they are granted. The fair value is determined by
an internal valuation using a Black-Scholes option pricing model, using the assumptions detailed in
note 27.
47
30 June 2008
2. FINANCIAL RISK MANAGEMENT
(a) Financial risk management objectives

The consolidated entity’s financial control function provides services to the business, co-ordinates
access to domestic and international financial markets, and manages the financial risks relating to the
operations of the consolidated entity.
(b) Significant accounting policies

Details of the significant accounting policies and methods adopted, including the criteria for
recognition, the basis of measurement and the basis on which income and expenses are recognised,
in respect of each class of financial asset, financial liability and equity instrument are disclosed in note
1 to the financial statements.
The Group and the parent entity hold the following financial instruments
Consolidated Parent
2008 2007 2008 2007
Financial assets
Cash and cash equivalents 2,799,198 1,075,686 2,799,198 1,075,686
Other receivables 78,004 294,577 78,004 294,575
Other assets 37,884 1,902,872 27,884 1,892,872
Other financial assets 386,194 1,500 396,196 11,502
3,301,280 3,274,635 3,301,282 3,274,635
Financial liabilities
Trade and other payables 158,066 392,618 158,068 392,618
158,066 392,618 158,068 392,618
(c) Market risk

(i) Foreign exchange risk
The Group and the parent entity operate in Australia only and are not exposed to foreign exchange risk.
(ii) Price risk
The Group and the parent entity are not exposed to equity securities price risk. There are no
investments held by the Group that are classified on the balance sheet either as available-for-sale or at
fair value through profit and loss. Neither the Group not the parent entity are exposed to commodity
price risk.
(iii) Cash flow and fair value interest rate risk
The Group and the parent entity do not have any borrowings and therefore do not have any exposure
to cash flow and fair value interest rate risk in terms of borrowings. The Group and the parent entity’s
only exposure to cash flow and fair value interest rate risk are on the interest rates on the term
deposits.
Sensitivity analysis
If the interest rates had weakened/strengthen by 1% at 30 June 2008, there would be no material
impact on the income statement. There would be no effect on the equity reserves other that those
directly related to income statement movements.
48
30 June 2008
The following table details the Group’s exposure to interest rate risk at 30 June 2008:
2008 Fixed interest rate maturing in:

Floating 1 year 1 to 5 More than Non Total Weighted
interest or less years 5 years interest carrying average
rate bearing amount effective
as per the interest
balance rate
sheet
Financial instrument $ $ $ $ $ $ %
Financial assets
Cash & cash equivalents 2,799,198 - - - - 2,799,198 7.12
Other receivables - - - - 78,004 78,004 -
Term and bond deposits - 421,194 - - 2,884 424,078 6.16
Total financial assets 2,799,198 421,194 - - 80,888 3,301,280
Trade creditors - - - - 105,363 105,363 -
Other creditors & accruals - - - - 52,703 52,703 -
Total financial liabilities - - - - 158,066 158,066
The following table details the Group’s exposure to interest rate risk at 30 June 2007:
2007 Fixed interest rate maturing in:

Floating 1 year 1 to 5 More than Non Total Weighted
interest or less years 5 years interest carrying average
rate bearing amount effective
as per the interest
balance rate
sheet
Financial instrument $ $ $ $ $ $ %
Financial assets
Cash & cash equivalents 1,075,686 - - - - 1,075,686 5.7
Other receivables - - - - 294,577 294,577 -
Term and bond deposits - 1,895,356 - - - 1,895,356 5.7
Total financial assets 1,075,686 1,895,356 - - 294,577 3,265,619
Trade creditors - - - - (298,751) (298,751) -
Other creditors & accruals - - - - (93,867) (93,867) -
Total financial liabilities - - - - (392,618) (392,618)
49
30 June 2008
2. FINANCIAL RISK MANAGEMENT (cont’d)
(d) Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in a
financial loss to the Company or 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. The maximum credit risk exposure relating to the financial assets is
represented by the carrying value as at the balance sheet date. The Company and the Group considers
the credit standing of counterparties when making deposits to manage the credit risk.
Considering the nature of the business at current, the Group believes that the credit risk is not material
to the Company’s operations.
(e) Liquidity risk management

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, 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.
Maturities of financial liabilities

The following are the contractual maturities of financial liabilities, including estimated interest
payments and excluding the impact of netting agreements.
Consolidated Parent Entity
2008 2007 2008 2007
$ $ $ $
Trade and other payables
Within one month 158,066 392,168 158,068 392,168
One to three months - - - -
Greater three months - - - -
Total 158,066 392,168 158,068 392,168
(f) Capital risk management

• The Group and the parent entity’s objectives when managing capital are to safeguard the Group
and the parent entity’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 and the parent entity’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.
• There were no changes in the consolidated entity’s approach to capital management during the
year.
• The Group and the parent entity operate primarily in Australia. None of the Group’s entity is subject
to externally imposed capital requirements.
50
30 June 2008
2. FINANCIAL RISK MANAGEMENT (cont’d)
(g) 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 1 to the financial statements.
• The carrying amount of financial assets and financial liabilities recorded in the financial statements
represents their respective net fair values, determined in accordance with the accounting policies
disclosed in note 1 to the financial statements.
51
30 June 2008
3. SEGMENT INFORMATION
Description of segments
The Group’s operations are in the mining industry in Australia.
2008 2007 2008 2007
$ $ $ $
4. REVENUE
From continuing operations
Other revenue
Interest Income 263,321 386,788 263,321 386,788
Research & development grant rebate received 320,885 - 320,885 -
Other income 10,699 250 10,699 250
594,905 387,038 594,905 387,038
5. EXPENSES
Loss before income tax includes the following

specific expenses:
Depreciation
Motor vehicles 10,360 10,442 10,360 10,442
Office furniture and equipment 18,692 14,262 18,692 14,262
Computer equipment 3,942 3,612 3,942 3,612
Mining machinery and equipment 109,539 93,714 109,539 93,714
Total depreciation 142,533 122,030 142,533 122,030
Rental of premises under operating lease 203,183 231,071 203,183 231,071
Consulting fees 151,970 252,562 151,970 252,562
Employee benefits
Salary and Wages 198,590 241,831 198,590 241,831
Share based payments 1,960 42,407 1,960 42,407
Superannuation 47,582 79,082 47,582 79,082
52
30 June 2008
2008 2007 2008 2007
$ $ $ $
6. INCOME TAX
(a) Income tax expense/(benefit)
Deferred tax benefit on origination and reversal of

temporary differences - (108,542) - (108,542)
Total income tax benefit per income statement - (108,542) - (108,542)
(b) Numerical reconciliation of income tax

benefit to prima facie tax payable
Loss from continuing operations before income tax

benefit (2,291,738) (9,838,739) (2,291,738) (9,838,739)
Prima facie tax benefit at the Australian tax rate of

30% (2007: 30%) (687,521) (2,951,622) (687,521) (2,951,622)
Add tax effect of:
Non-deductible expenses 27,552 15,891 27,552 15,891
Effect of current year tax losses not recognised 348,209 1,323,199 348,209 1,323,199
Effect of reversal of previously recognised prior year

tax losses - - - -
Effect of reversal of temporary differences 375,216 1,586,035 375,216 1,586,035
63,456 2,925,125 63,456 2,925,125
Less tax effect of:
(Over) provision for prior year - (4,198) - (4,198)
Tax deductible equity raising costs (63,456) (77,847) (63,456) (77,847)
Non assessable income - - - -
(63,456) (82,045) (63,456) (82,045)
Income tax (benefit) - (108,542) - (108,542)
(c) Amounts recognised directly in equity

Relating to equity raising costs (267,102) (108,542) 54,530 (108,542)
Deferred tax expense/(benefit) attributable to entity

recognised in equity (267,102) (108,542) 54,530 (108,542)
53
30 June 2008
6. INCOME TAX (cont’d)
(d) Recognised deferred tax assets & liabilities

Consolidated & Parent Entity
Assets Liabilities Net
2008 2007 2008 2007 2008 2007
$ $ $ $ $ $
Accruals & provisions 5,655 3,699 - - 5,655 3,699
Other items - - (5,655) (3,699) (5,655) (3,699)
5,655 3,699 (5,655) (3,699) - -
(e) Movement in temporary differences recognised during the year
Balance at Recognised in Recognised in Balance at

1 July 2007 income equity 30 June 2008
$ $ $ $
Accruals & provisions 3,699 1,956 - 5,655
Other items (3,699) (1,956) - (5,655)
Net tax assets/(liabilities) - - - -
Balance at Recognised in Recognised in Balance at

1 July 2006 income equity 30 June 2007
$ $ $ $
Plant and equipment 3,632 (3,632) - -
Big Bell asset & provision 1,087,492 (1,087,492) - -
Exploration & mine properties (1,223,499) 1,223,499 - -
Equity raising 108,542 - (108,542) -
Accruals & provisions 19,355 (15,656) - 3,699
Prior year expensed blackhole costs 301 (301) - -
Other items 4,177 (7,867) - (3,699)
Net tax assets/(liabilities) - 108,542 (108,542) -
54
30 June 2008
6. INCOME TAX (cont’d)
(f) Unrecognised deferred tax assets
2008 2007 2008 2007
$ $ $ $
Deferred tax assets at 30% have not been recognised

in respect of the following:
Deductible temporary differences 300,055 2,036,636 300,055 2,036,636
Tax losses 5,488,692 5,216,267 5,488,692 5,216,267
Capital losses 53,831 32,812 53,831 32,812
5,842,578 7,285,715 5,842,578 7,285,715
No income tax is payable by the consolidated entity. The Directors have considered it prudent not to
bring to account the future income tax benefit of income tax losses and exploration deductions until
there is virtual certainty of deriving assessable income of a nature and amount to enable such benefit
to be realised.
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.
55
30 June 2008
2008 2007 2008 2007

$ $ $ $
7. CURRENT ASSETS - CASH AND CASH EQUIVALENTS
Cash and cash equivalents as shown in the

balance sheets and the statements of cash flows 2,799,198 1,075,686 2,799,198 1,075,686
8. CURRENT ASSETS - OTHER RECEIVABLES

Government taxes receivable 56,468 265,421 56,468 265,421
Other receivables 21,536 29,156 21,536 29,154
78,004 294,577 78,004 294,575
9. CURRENT ASSETS – OTHER ASSETS

Prepayments - 9,017 - 9,017
Term deposits 37,884 1,893,855 27,884 1,883,855
37,884 1,902,872 27,884 1,892,872
10. NON-CURRENT ASSETS - OTHER FINANCIAL ASSETS

Shares in unlisted controlled entity – at cost 23 - - 2 2
Loan to controlled entity - - 10,000 10,000
Term deposits on tenements and performance

bonds 386,194 1,500 386,194 1,500
386,194 1,500 396,196 11,502
11. NON-CURRENT ASSETS – PROPERTY, PLANT AND EQUIPMENT

Freehold land
Fair value 11(a) 390,000 391,301 390,000 391,301
Motor vehicles
Cost 51,789 51,789 51,789 51,789
Accumulated depreciation (45,115) (34,755) (45,155) (34,755)
11(a) 6,674 17,034 6,674 17,034
Office furniture and equipment
Cost 110,675 106,714 110,675 106,714
11(a) 20,949 35,680 20,949 35,680
56
30 June 2008
2008 2007 2008 2007

$ $ $ $
11. NON-CURRENT ASSETS – PROPERTY, PLANT AND EQUIPMENT (cont’d)

Computer equipment
Cost 19,237 16,354 19,237 16,354
11(a) 4,747 5,806 4,747 5,806
Mining machinery and equipment
Cost 8,073,880 7,942,980 8,073,880 7,942,980
Provision for impairment (4,600,000) (4,600,000) (4,600,000) (4,600,000)
11(a) 3,171,620 3,150,259 3,171,620 3,150,259
Total property, plant and equipment at cost 8,562,581 8,509,138 8,562,581 8,509,138
Provision for impairment (4,600,000) (4,600,000) (4,600,000) (4,600,000)
Net book amount 3,510,990 3,600,080 3,510,990 3,600,080
(a) Reconciliations Of The Carrying Amounts Of Plant And Equipment

Freehold land (i)
Opening net book amount 391,301 - 391,301 -
Additions - 391,301 - 391,301
Increase in provision for rehabilitation

to the land 83,000 - 83,000 -
Impairment loss (84,301) - (84,301) -
Closing net book amount 390,000 391,301 390,000 391,301
(i) During the year the Company carried out a valuation of the land. Based on an independent
appraisal, concluded that the fair value for the land was $390,000, causing an impairment expense of
$84,301 for the year after an additional $83,000 required to be provided to rehabilitate the land.
57
30 June 2008
2008 2007 2008 2007

$ $ $ $
(a) Reconciliations Of The Carrying Amounts Of Plant And Equipment (Cont’d)

Motor vehicles
Opening net book amount 17,034 27,476 17,034 27,476
Depreciation charge (10,360) (10,442) (10,360) (10,442)
Office furniture and equipment
Additions 3,961 13,590 3,961 13,590
Computer equipment
Additions 2,883 6,311 2,883 6,311
Mine machinery and equipment (ii)
Opening net book amount 3,150,259 3,193,973 3,150,259 3,193,973
Additions 130,900 50,000 130,900 50,000
Closing net book amount 3,171,620 3,150,259 3,171,620 3,150,259
(ii) Mine machinery includes the Big Bell Mill which had a carrying value at the beginning of the year
of $2,850,000. During the current year the Company carried out an impairment assessment of the Big
Bell Mill. Based on an independent appraisal, the carrying value of the Big Bell Mill of $2,850,000 was
appropriate.
58
30 June 2008
2008 2007 2008 2007

$ $ $ $
12. NON-CURRENT ASSETS – MINING PROPERTIES
Exploration and evaluation costs carried forward in

respect of mining areas of interest
Opening net book amount - 3,915,850 - 3,315,850
Incurred during the year - - - -
Transferred to Development - - - -
Provision for impairment - (3,915,850) - (3,915,850)
Closing net book amount - - - -
Development costs carried forward in respect of

mining areas of interest
Opening net book amount - 787,651 - 787,651
Incurred during the year - 2,184,664 - 2,184,664
Transferred from Exploration - - - -
Provision for rehabilitation costs - - - -
Provision for impairment - (2,972,315) - (2,972,315)
Closing net book amount - - - -
Total expenditure carried forward in respect of

mining properties - - - -
13. CURRENT LIABILITIES - TRADE AND OTHER PAYABLES

Trade payables 105.363 298,751 105.363 298,751
Other payables and accruals 52,703 93,867 52,703 93,867
158,066 392,618 158,066 392,618
14. CURRENT LIABILITIES - PROVISIONS

Employee benefits 55,208 81,578 55,208 81,578
Site restoration 407,000 724,000 407,000 724,000
462,208 805,578 462,208 805,578
59
30 June 2008
14. CURRENT LIABILITIES - PROVISIONS (cont’d)
Movements in provisions
Consolidated & Parent Entity 2008
Employee Site Total

entitlements restoration
$ $ $
Current
Carrying amount at start of year 81,578 724,000 805,578
Provisions made during the year 27,164 83,000 110,164
Provisions used during the year (53,534) (400,000) (453,534)
Carrying amount at end of year 55,208 407,000 462,208
Site restoration
The provision of $400,000 in relation to an obligation to complete the site restoration as required
under the agreement between the Company and Harmony Gold Mines, vendor of Big Bell Mill have
been completed during the year. The remaining provision of $407,000 relates to the rehabilitation
of the evaporative ponds at the Westonia Mine Site. Under certain conditions, Newmont Mining
Corporation Ltd is responsible for some rehabilitation of M77/88 and M77/110.
15. ISSUED CAPITAL

(a) Share capital
2008 2007
Notes Number of $ Number of $

shares shares
Ordinary shares fully paid 15(b) 15(d) 345,377,313 32,976,344 307,002,051 30,088,089
Total contributed equity 345,377,313 32,976,344 307,002,051 30,088,089
60
30 June 2008
(b) Movements in ordinary share capital
2008 2007
Number of $ Number of $
shares shares
Beginning of the financial year 307,002,051 30,088,089 234,157,498 22,591,978
Issued during the year:
Placement of shares to raise additional capital at 8

cents per share 38,375,256 3,070,020
Placement of shares to raise additional capital at 17

cents per share - - 10,420,000 1,771,400
Issued on exercise of options 6 1 155,550 31,110
Renounceable rights issue at 10 cents per share - - 61,197,083 6,119,708
Issued as consideration for sub-underwriting fees

in relation to the renounceable rights issue - - 1,071,920 107,192
Less items taken direct to equity - - - (108,542)
Less transaction costs - (181,766) - (424,757)
End of the financial year 345,377,313 32,976,344 307,002,051 30,088,089
61
30 June 2008
15. ISSUED CAPITAL (cont’d)

(c) Movements in options on issue
Number of options
2008 2007
Beginning of the financial year 4,100,000 30,564,669
Issued/(lapsed) during the year:
Exercisable at 10 cents, on or before 30 June 2010 38,375,256 -
Exercisable at 8 cents, on or before 29 April 2011 100,000 -
Exercisable at 11 cents, on or before 22 Nov 2008 (200,000) -
Exercisable at 20 cents, on or before 22 Nov 2010 (2,000,000) -
Exercisable at 20 cents, on or before 27 April 2010 (1,000,000) -
Exercisable at 20 cents, on or before 20 August 2006 - (27,249,119)
Exercisable at 20 cents, on or before 27 April 2010 - (1,000,000)
Exercisable at 36 cents, on or before 27 April 2007 - (30,000)
Exercisable at 42 cents, on or before 27 April 2007 - (30,000)
Options exercised during the year:
Exercisable at 10 cents, on or before 30 June 2010 (6) -
Exercisable at 20 cents, on or before 20 August 2006 - (155,550)
End of the financial year 38,675,250 4,100,000
(d) Ordinary shares

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.
62
30 June 2008
2008 2007 2008 2007

$ $ $ $
16. RESERVES AND ACCUMULATED LOSSES

(a) Reserves
Share-based payments reserve
Balance at beginning of year 498,673 456,266 498,673 456,266
Employee share options 1,960 42,407 1,960 42,407
Balance at end of year 500,633 498,673 500,633 498,673
(b) Accumulated losses

Balance at beginning of year (24,910,243) (15,180,046) (24,910,243) (15,180,046)
Net loss for the year (2,291,738) (9,730,197) (2,291,738) (9,730,197)
Balance at end of year (27,201,981) (24,910,243) (27,201,981) (24,910,243)
(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.
17. DIVIDENDS
No dividends were paid during the financial year. No recommendation for payment of dividends has
been made.
63
30 June 2008
18. 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:
John Rowe Non-Executive Chairman

Bruce McFadzean Managing Director appointed 9 June 2008
Murray Pollock Non-Executive Director
Chris Melloy Non-Executive Director
Barry Sullivan Non-Executive Director appointed 16 June 2008
David Hatch Managing Director resigned 28 September 2007
Mark Fitzpatrick Non-Executive Chairman resigned 27 February 2008
(ii) Other Key Management Personnel

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:
Graham Anderson Company Secretary appointed 2 August 2007

Leonard Math Company Secretary appointed 2 August 2007
John Fitzgerald Company Secretary resigned 31 July 2007
Rowan Johnston Resident Manager resigned 14 September 2007
(b) Key management personnel compensation

2008 2007 2008 2007

$ $ $ $
Short-term benefits 612,986 797,771 612,986 797,771
Post employment benefits 29,460 53,395 29,460 53,395
Termination benefits 160,000 - 160,000 -
Share-based payments - 42,407 - 42,407
802,446 893,573 802,446 893,573
The Company has taken advantage of the relief provided by Corporations Regulation 2M.6.04 and has
transferred the detailed remuneration disclosures to the Directors’ report. The relevant information
can be found in sections A-C of the remuneration report on pages 19 to 22.
(c) Equity instrument disclosures relating to key management personnel

(i) Options provided as remuneration and shares issued on exercise of such options
• There were no options issued to Directors, executives or key management personnel during the
year and no shares issued on exercise of options by key management personnel.
• 3,850,000 of options issued to Directors, executives and key management personnel in prior year
lapsed during the year due to cessation employment with the Group.
64
30 June 2008
18. KEY MANAGEMENT PERSONNEL DISCLOSURES (cont’d)

(ii) Option holdings
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:
2008 Balance Granted Rights Lapsed Balance at Balance Vested Un-

start of as Issue resignation at end of and vested
the year compen- date the year exercis-
sation able
Directors of Catalpa
Resources Limited
Bruce McFadzean
(appointed 9 June 2008) - - - - - - - -
Barry Sullivan
(appointed 16 June 2008) - - - - - - - -
Mark Fitzpatrick
(resigned 27 Feb 2008) - - - - - - - -
David Hatch
(resigned 28 Sep 2007) 2,600,000 - 69,897 - (2,669,897) - - -
Murray Pollock - - 935,748 - - 935,748 935,748 -
Chris Melloy - - 167,188 - - 167,188 167,188 -
John Rowe - - - - - - - -
Other key management

personnel of the Group
Graham Anderson
(appointed 2 Aug 2008) - - - - - - - -
Leonard Math
(appointed 2 Aug 2008) - - - - - - - -
John Fitzgerald
(resigned 31 July 2007) 1,000,000 - - - (1,000,000) - - -
Rowan Johnston
(resigned 14 Sep 2007) 250,000 - - - (250,000) - - -
65
30 June 2008

(ii) Option holdings
2007 Balance Granted Rights Lapsed Balance Balance at Vested Un-

start of as Issue at resig- end of the and vested
the year compen- nation year exercis-
sation date able
Resources Limited
Mark Fitzpatrick - - - - - - - -
David Hatch 2,600,000 - - - - 2,600,000 2,400,000 200,000
Murray Pollock 3,750,477 - - (3,750,477) - - - -
Chris Melloy 23,333 - - (23,333) - - - -
John Rowe - - - - - - - -

John Fitzgerald - 1,000,000 - - - 1,000,000 200,000 800,000
John Hannaford
(resigned 27 Mar 2007) - - - - - - - -
Rowan Johnston 250,000 - - - - 250,000 - 250,000
66
30 June 2008

(iii) Share holdings
The numbers of 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. There were no shares granted during the reporting period as compensation.
2008 Balance Received Other Balance at Balance

start of during the changes resignation at end of
the year year on the during date the year
exercise of the year
options
Resources Limited
Ordinary shares
Bruce McFadzean
(appointed 9 June 2008) - - 345,000 - 345,000
Barry Sullivan
(appointed 16 June 2008) - - - - -
Mark Fitzpatrick
(resigned 27 Feb 2008) 812,500 - - (812,500) -
David Hatch
(resigned 28 Sep 2007) 559,168 - 69,897 (629,065) -
Murray Pollock 14,790,054 - 935,748 - 15,725,802
Chris Melloy 1,337,500 - 167,188 - 1,504,688
John Rowe - - - - -

Ordinary shares
Graham Anderson
(appointed 2 Aug 2008) - - - - -
Leonard Math
(appointed 2 Aug 2008 - - - - -
John Fitzgerald
(resigned 31 July 2007) - - - - -
Rowan Johnston
(resigned 14 Sep 2007) - - - -
67
30 June 2008

(iii) Share holdings (cont’d)
2007 Balance Received Other Balance at Balance

start of during the changes resignation at end of
the year year on the during date the year
exercise of the year
options
Resources Limited
Ordinary shares
Mark Fitzpatrick 650,000 - 162,500 - 812,500
David Hatch 367,334 - 191,834 - 559,168
Murray Pollock 13,854,000 - 936,054 - 14,790,054
Chris Melloy 1,070,000 - 267,500 - 1,337,500
John Rowe - - - - -

Ordinary shares
John Fitzgerald - - - - -
John Hannaford
(resigned 27 Mar 2007) - - - - -
Rowan Johnston - - - - -
(d) Loans to key management personnel

There were no loans to key management personnel during the year.
(e) Other transactions with key management personnel

Refer to note 22 for other transactions and balances with key management personnel.
68
30 June 2008
19. REMUNERATION OF AUDITORS

During the year the following fees were paid or payable for services provided by the auditor of the parent
entity, its related practices and non-related audit firms:
2008 2007 2008 2007

$ $ $ $
Audit services
Ord Partners -audit and review of financial reports 31,000 27,500 31,000 27,500
Department of Industry & Resources tenement

audits - 2,500 - 2,500
31,000 30,000 31,000 30,000
20. CONTINGENCIES
Apart from the above there are no material contingent liabilities or contingent assets of the Group at
balance date.
69
30 June 2008
21. COMMITMENTS
(a) Exploration commitments
All of the Company’s tenements are situated in the state of Western 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 and are payable.
• Outstanding exploration commitments are as follows (no estimate has been given of expenditure
commitments beyond 12 months as this is dependent on the Directors’ ongoing assessment of
operations and, in certain circumstances, Native Title negotiations):
2008 2007 2008 2007

$ $ $ $
Within one year 579,200 541,122 579,200 541,122
(b) Lease commitments: Group as lessee

Operating leases (non cancellable):
Minimum lease payments
Within one year 88,000 103,860 88,000 103,860
later than one year not later than five years 113,520 26,260 113,520 26,260
Greater than five years - - - -
Aggregate lease expenditure contracted for at

reporting date but not recognised as liabilities 201,520 130,120 201,520 130,120
The property lease is a non-cancellable lease with a two-year term expiring on 30 September 2010, with
rent payable monthly in advance. Contingent rental provisions within the lease agreement require the
minimum lease payments to be increased by fixed amounts on the annual anniversary dates. The lease
allows for subletting of all lease areas.
70
30 June 2008
22. RELATED PARTY TRANSACTIONS

(a) Parent entity
The ultimate parent entity within the Group is Catalpa Resources Limited.
(b) Subsidiaries
Interests in subsidiaries are set out in note 23.
(c) Key management personnel

Apart from the details disclosed in this note, note 18 and the remuneration report, no Director has
entered into a material contract with the Company since the end of the previous financial year and there
were no material contracts involving Directors’ interests existing at year end except as disclosed below.
Lion Manager
The Company paid $40,000 (2007: $38,000) in lieu of Directors fees, and expense reimbursements
totalling $12,952, to Lion Manager, the management Company responsible for the operation of Lion
Selection Group Ltd, for the services of Mr Chris Melloy as a Non-Executive Director. Mr Melloy is an
Executive Director of Lion Manager. Lion Selection Group Ltd is a substantial shareholder in Catalpa
Resources Limited. An amount of $10,000 (2007: $10,000) was owing to Lion Manager at 30 June 2008,
included in trade and other payables.
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 $56,500 (2007:$0).
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 $103,344 (2007:$0). An
amount of $10,227 (2007: $0) was owing to John Rowe and Associates at 30 June 2008, included in trade
and other payables.
Holmesdale Holdings Pty Ltd

Holmesdale Holdings Pty Ltd, a Company of which Mr Mark Fitzpatrick 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 Holmesdale Holdings Pty Ltd is $85,250 (2007:$0).
23. SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and results of the following
subsidiary in accordance with the accounting policy described in note 1(b):
Name Country of Incorporation Class of Shares Equity Holding*
2008 2007
% %
Westonia Mines Minerals Pty Ltd Australia Ordinary 100 100
*The proportion of ownership interest is equal to the proportion of voting power held.
71
30 June 2008
24. EVENTS OCCURRING AFTER THE BALANCE SHEET DATE

On the 27 August 2008, shareholders approved to change the Company name from Westonia Mines
Limited to Catalpa Resources Limited. The change of name was effective on the 29 August 2008.
No other matter or circumstance has arisen since 30 June 2008, 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.
25. CASH FLOW STATEMENT
2008 2007 2008 2007

$ $ $ $
(a) Reconciliation of net loss after income tax

to net cash outflow from operating activities
Net loss for the year (2,291,738) (9,730,197) (2,291,738) (9,730,197)
Non Cash Items
Depreciation of non current assets 142,533 122,030 142,533 122,030
Share based payments 1,960 42,407 1,960 42,407
Exploration expenditure written off 1,360,403 - 1,360,403 -
Impairment loss on assets 84,301 - 84,301 -
Impairment of exploration expenditure - 5,540,866 - 5,540,866
Impairment of development expenditure - 2,972,315 - 2,972,315
Income tax benefit - (108,542) - (108,542)
Change in operating assets and liabilities, net of

effects from purchase of controlled entities
(Increase)/decrease in other receivables 216,572 (152,772) 216,572 (152,772)
(Increase)/decrease in prepayments 9,017 74,412 9,017 74,412
(Increase)/decrease in value of assets (83,000) - (83,000) -
(Decrease)/increase in trade & other payables (233,335) 143,411 (233,335) 143,411
(Decrease)/increase in provisions 56,630 32,035 56,630 32,035
Net cash outflow from operating activities (736,657) (1,064,035) (736,657) (1,064,035)
(b) Non-cash investing and financing activities

There were no non-cash investing and financing activities during the financial year.
72
30 June 2008
26. LOSS PER SHARE
Consolidated
2008 2007
$ $
(a) Reconciliation of earnings used in calculating

loss per share
Loss attributable to the ordinary equity holders of the Company
used in calculating basic and diluted loss per share 2,291,738 9,730,197
Number of shares Number of shares
(b) Weighted average number of shares used as the

denominator
Weighted average number of ordinary shares used as the
denominator in calculating basic and diluted loss per share 343,699,704 278,207,244
(c) Information on the classification of options

As the Group has made a loss for the year ended 30 June 2008, all options on issue are considered
antidilutive and have not been included in the calculation of diluted loss per share. These options
could potentially dilute basic loss per share in the future.
27. SHARE-BASED PAYMENTS

Employees and Contractors Option Plan (“ECOP”)
• An Employees and Contractors Option Plan (“ECOP”) has been established, approved by the Board
on 18 April 2002 and at the Annual General Meeting on 5 June 2002. 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 Company group, the nature or terms of their employment or contract and the contribution
they make to the Company 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.
• 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.
73
30 June 2008
27. SHARE-BASED PAYMENTS (cont’d)

Set out below are summaries of the options granted:
Consolidated and Parent Entity

2008 2007
Weighted Weighted
average average
Number of exercise price Number of exercise price
options cents options cents
Outstanding at the beginning of the year 4,100,000 17.6 3,160,000 17.2
Granted 100,000 8.0 1,000,000 20.0
Lapsed (3,900,000) 17.6 - -
Expired - - (60,000) 39.0
Outstanding at year-end 300,000 10.01 4,100,000 17.6

Exercisable at year-end - 10.01 3,100,000 17.4
The weighted average remaining contractual life of share options outstanding at the end of the
financial year was 2.7 years (2007: 3.1 years), with exercise prices ranging from 8 to 11 cents.
The weighted average fair value of the options granted during the year was 3.34 cents (2007: 6.8
cents). The price was calculated by using the Black-Scholes European Option Pricing Model applying
the following inputs:
2008 2007
Weighted average exercise price (cents) 8.0 20.0
Weighted average life of the option (years) 3.00 3.00
Weighted average underlying share price (cents) 6.5 11.8
Expected share price volatility 80% 106%

Risk free interest rate 7.25% 6.25%
Historical volatility has been used as the basis for determining expected share price volatility as it
assumed that this is indicative of future trends, which may not eventuate.
Total expenses arising from share-based payment transactions recognised during the year were as follows:
2008 2007 2008 2007

$ $ $ $
Options issued to employees and contractors as part of:
Employee and consultant expense 1,960 42,407 1,960 42,407
74
DirectorS’ DECLARATION
In the Directors’ opinion:

(a) The financial statements and notes set out on pages 33 to 72 are in accordance with the
Corporations Act 2001, including:
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other
mandatory professional reporting requirements; and
(ii) giving a true and fair view of the Company’s and the consolidated entity’s financial position as
at 30 June 2008 and of their performance for the financial year ended on that date; and
(b) There are reasonable grounds to believe that the Company will be able to pay its debts as and
when they become due and payable; and
(c) The audited remuneration disclosures set out on pages 19 to 22 of the Directors’ report comply
with Accounting Standards AASB 124 Related Party Disclosures and the Corporations Regulations
2001.
The Directors have been given the declarations by the Chief Executive Officer and Chief Financial
Officer required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Directors.
Bruce McFadzean
Managing Director
Perth, September 2008
75
INDEPENDENT AUDIT REPORT
76
INDEPENDENT AUDIT REPORT CONTINUED
77
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 August 2008.
(a) Distribution of equity securities

Analysis of numbers of equity security holders by size of holding:
Ordinary shares
Number of holders Number of shares
1 - 1,000 32 8,730
1,001 - 5,000 185 675,542
5,001 - 10,000 320 2,732,117
10,001 - 100,000 1247 50,668,417
100,001 - and over 328 291,292,507
2112 345,377,313
The number of shareholders holding less than a marketable
parcel of shares are: 348 1,563,271
(b) Twenty largest shareholders

The names of the twenty largest holders of quoted ordinary shares are:
Listed ordinary shares

Number of shares % ordinary shares
1 Lion Selection Group Ltd 152,096,301 44.04%
2 Goldrich Holdings PL 14,000,000 4.05%
3 Zero Nom PL 8,859,375 2.57%
4 HSBC Custody Nom Australia Ltd 7,000,000 2.03%
5 Charlemagne Inv PL 4,045,345 1.17%
6 Drummond Shay Margaret 4,022,792 1.16%
7 UBS Wealth Management Aust Nom 3,465,679 1.00%
8 ANZ Nom Ltd <Cash Income A/C> 2,693,782 0.78%
9 Burg Brian 2,200,000 0.64%
10 Pretorius Leon Eugene 2,000,000 0.58%
11 Exwere Inv PL 1,954,688 0.57%
12 Readco Management PL 1,581,205 0.46%
13 Inmont PL <Galante S/F No 2 A 1,525,125 0.44%
14 R O Stone PL 1,500,000 0.43%
15 Blackrock Inv Management 1,404,320 0.41%
16 Calliton PL <Cap Inv Unit A/C> 1,340,000 0.39%
17 Auselect Ltd 1,312,500 0.38%
18 Jayleaf Holdings PL 1,300,000 0.38%
19 Kwort Joseph & Fokas K A 1,200,000 0.35%
20 Tentomas John & Vicky 1,020,000 0.30%
214,521,112 62.13%
Voting rights
All ordinary shares (whether fully paid or not) carry one vote per share without restriction.
78
ASX ADDITIONAL INFORMATION CONTINUED
(c) Substantial shareholders

The names of substantial shareholders who have notified the Company in accordance with section
671B of the Corporations Act 2001 are:
Number of shares
Lion Selection Group Ltd 152,096,301
(d) Distribution of equity securities (listed options)

Analysis of numbers of equity security holders by size of holding:
Listed Options
Number of holders Number of options
1 - 1,000 42 26,189
1,001 - 5,000 145 409,723
5,001 - 10,000 89 676,182
10,001 - 100,000 186 5,784,010
100,001 - and over 34 31,479,144
496 38,375.248
(e) Twenty largest option holders

The names of the twenty largest holders of quoted options are:
Listed options
Number of options % Quoted options
1 Lion Selection Group Ltd 16,899,589 44.04%
2 Rubiton PL 3,256,000 8.48%
3 Robert MacFadyen PL 1,100,000 2.87%
4 HSBC Custody Nom Australia Ltd 1,031,250 2.69%
5 Fortis Clearing Nom PL <Settlement A/C> 1,016,348 2.65%
6 Zero Nom PL 984,375 2.57%
7 Goldrich Holdings PL 879,648 2.29%
8 Goffacan PL 702,662 1.83%
9 Lawrence Crowe Cons PL < LCC S/F A/C> 693,776 1.81%
10 David E Perks & Associates PL < S/F A/C> 400,000 1.04%
11 Bosch Katrina Alison 350,000 0.91%
12 Thorne Thomas S & CM 330,114 0.86%
13 Geijera PL 290,000 0.76%
14 Cohen Seymour Bentley 268,250 0.70%
15 Maverick Expl PL 254,084 0.66%
16 Treacy Joseph 252,521 0.66%
17 Magnim PL <Cox S/F A/C> 249,999 0.65%
18 Exwere Inv PL 217,188 0.57%
19 Resnik Mark 200,000 0.52%
20 Kwort Joseph & Fokas KA 200,000 0.52%
29,575,804 77.08%
79
Tenement Holding
for the period ending 06 August 2008
Location Tenement Status Percentage
BODALLIN
Bodallin SW E 77/1165 Granted 100%
BODALLIN SOUTH
Kent Road E 77/1452 Application 100%
JILBADJIE
Jilbadgie East E 77/1132 Granted Earnings 65%
MINE
Paddock M 77/110 Granted 100%
Golden Point East M 77/124 Granted 100%
Mine M 77/88 Granted 100%
SANDFORD ROCKS
Sandford Rocks E 77/1494 Application 100%
WESTONIA
Begley E 77/1069 Granted 100%
Westonia N.E E 77/1324 Granted 100%
Westonia Belt E 77/516 Granted 100%
Westonia West E 77/990 Granted 100%
Westonia L 77/18 Granted 100%
Le Trois M 77/827 Application 100%
Great Battler M 77/841 Application 100%
Le Trois East M 77/842 Application 100%
Westonia NW P 77/3712 Application 100%
West Westonia P 77/3713 Application 100%
Westonia NE P 77/3714 Application 100%
Bodallin P 77/3875 Application 100%
Corsini Road P 77/3876 Application 100%
Hitchings Road P 77/3877 Application 100%
Stoneman Road P 77/3878 Application 100%
Kaolin Street P 77/3879 Application 100%
80
www.catalparesources.com.au
Level 1, 9 Havelock Street
West Perth WA 6005
Tel: (618) 9321 3088
Fax: (618) 9321 8804
Email: manager@catalparesources.com.au

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2008

Notably, there have been three previous successful mining

Catalpa has an experienced and Located in the highly

towards production utilising the

In preparation for planned production at Edna May, the

Catalpa is pursuing parallel growth with a renewed Southern Cross

While the renaming of Westonia Mines Limited

We started out at the beginning of the 2008 financial period against

We developed a two-pronged approach to our exploration

As the majority of our tenements are over freehold land, much

I am pleased to report significant progress in our exploration

A multi-phase programme was planned, implemented and was

In addition to focussing on identified near-mine (Edna May)

Auger Sampling Programme

Follow up work is planned during the current financial year.

Follow up sampling is planned during the current 2009 calendar year.

Edna May Underground

The detailed geological review enabled the planning

Two of the planned holes had been drilled at the

The Edna May Gneiss was intersected from 440m to 556m.

Eight significant intercepts in hole WDD144A including;

• 1.56m @ 49.42g/t Au including 0.44m @ 160g/t Au from 536.88m

• 0.62m @ 99.1g/t Au from 542.38m

• 0.87m @ 140g/t Au from 568.30m

• 1.09m @ 62.7g/t Au from 577.17m

Drill Hole Metres Gold g/t From (m) To (m)

Core inspection and

Hole ID Down hole Interval and Gold Grade

Other reef intercepts of significance within targeted drill zone

Hole ID Down hole Interval and Gold Grade

The holes have been divided into three classifications;

• Infill – infilling existing high-grade intercepts;

• Expansion – scoping the gold mineralised zones; and

• Exploration – testing for further extension at depth.

Sulphides in quartz core sample September 2008

Edna May West

It is planned to undertake the programme in the 2009 calendar year.

Greenfinch 2007 Resource Estimate

0.50 2.2 1.14 81 0.6 1.1 22 2.9 1.13 104

Total 2007 Resource Estimate

Note - Rounding of numbers may marginally alter calculated values

Safety and Health

Environment and Statutory Reporting

Competent Person Statement

Competent Person Statement

Murray Pollock John Rowe Bruce McFadzean

Graham Anderson Leonard Math Rebecca Haines

Mr Rowe is also a Non-Executive Director of Panoramic Resources Limited (PAN).

Bruce McFadzean Dip Mining

Mr McFadzean is a Non-Executive Director of Venture Minerals Limited.

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

Murray Pollock MAICD

Christopher Melloy BE (Hons), MEngSc, F Fin (Sec Inst), MAusIMM, ASIA

Nigel Johnson CA, CFTP(Snr), MAICD

Mr Johnson is also a Non-Executive Director of Matrix Composites and Engineering Limited.

Leonard Math, BBus, CA

NATURE OF OPERATIONS AND PRINCIPAL ACTIVITIES

OPERATING AND FINANCIAL REVIEW

Operating Results for the Year