The combined entity is expected to have a market cap of over $1.1 billion, and have forecast production volumes of 400,000 to 450,000 ounces of gold equivalent by 2013.
It would have cash of around $200 million and debt of about $61 million.
CAH shares fell 15.54% in Wednesday's trading to $1.440, as the company revealed it had broken off discussions with St Barbara Limited (ASX:NCM) over an unsolicited takeover proposal as a result of the deal.
Shares in Conquest Mining and Newcrest both also closed lower for the day, the former by 4.44% to $0.430 and the latter by 1.31% to $37.000.
The proposed deal will see Catalpa Resources and Conquest Mining combine in an all-scrip merger of equals.
The merged company will then purchase Newcrest Mining's 70% stake in the Cracow gold mine and exploration joint ventures, and its 100% stake in the Mt Rawdon gold mine, in an all-stock deal.
After this transaction and a planned $150 million capital raising, Newcrest Mining would own a 33% stake in the new company.
The merger requires the approval of both Conquest and Catalpa shareholders, as well as government officials, regulators and the courts.