CHALICE MINING LIMITED — Director's Dealing 2012

May 27, 2012

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity CHALICE GOLD MINES LIMITED ABN 47 116 648 956

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Tim R B Goyder
Date of last notice	23 February 2012

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct and indirect
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving riseto the relevant interest.	Plato Prospecting Pty Ltd (ACN 008 964 896) as trustee forTRB Goyder Superannuation Fund. Tim Goyder is the soleDirector and Shareholder of Plato Prospecting Ltd and amember of the TRB Goyder Superannuation Fund.Lotaka Pty Ltd (ACN 008 839 192). Tim Goyder is the soleDirector and Shareholder of Lotaka PtyLtd.
Date of change	23 – 28 May 2012
No. of securities held prior to change	29,699,342 ordinary shares2,500,000 unlisted share options, with an exercising price of50 cents, vesting on the achievement of obtaining sufficientfinance (either debt or equity) for the development of theKoka Gold Mine,expiring30 November 2014.
Class	Ordinary shares

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Number acquired	4,025,000 ordinary shares
Number disposed	Nil
Value/ConsiderationNote: If consideration is non-cash, provide detailsand estimated valuation	277,000 ordinary shares acquired at 19.82 cents per share(for a total of $54,901.40).3,650,000 ordinary shares were acquired for 20 cents pershare (for a total of $730,000).98,000 ordinary shares were acquired for 19.93 cents pershare(for a total of$19,531.40).
No. of securities held after change	33,724,342 ordinary shares2,500,000 unlisted share options, with an exercising price of50 cents, vesting on the achievement of obtaining sufficientfinance (either debt or equity) for the development of theKoka Gold Mine, expiring 30 November 2014.
Nature of changeExample:on-markettrade,off-markettrade,exercise of options, issue of securities underdividend reinvestment plan, participation in buy-back	On market purchase

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder(if issued securities)	N/A
Date of change	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

No. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in thesecuritiesorcontractsdetailed above traded duringa+closed period where priorwrittenclearancewasrequired?	No
If so, was prior writtenclearance provided to allowthe trade to proceed duringthis period?	N/A
If prior written clearance wasprovided, on what date wasthis provided?	N/A

• See chapter 19 for defined terms.

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