CHALICE MINING LIMITED — Major Shareholding Notification 2006

Jul 2, 2006

Form 603 Corporations Act 2001 Section 671B Notice of initial substantial holder Io., Company Name/Scheme CHALICE COLD MINES $L_{TO}$ $116648956$ ACN/ARSN 1. Details of substantial holder (1) THOTHY R.B. GOYDER Name ACN/ARSN (if applicable) $2662006$ The holder became a substantial holder on 2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Votino power (6)
	$\cdots$		.
			_____ ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Rolder of relevant interest	Nature of relevant interest $(i)$	- Class and number of securities
Kefer ANNExALE .

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of continues	Person entitled to be reqistered as holder (8).	Class and number of serunities.
ダリザイナダ .	MN EXVLET
	.

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

interest	Holder of relevant	-------------------------------------- Date of acquisition	Consideration (9) .		Class and number of securities
	and the same of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract o	الكاري يعرفنا بالشرا Collection		Non-cash
here even a service and a contract of the contract of the service of the service of the service of the service of

$\sim$ 8 $^\circ$

$\mathcal{A}_{\mathbf{v}}$

$\sim 10^6$

					É03	gage 2/2 15 July 2001
6. Associales			The registric the persons named in personance above are associates of the substantial holder are as follows.
	niamo and ACN/ARSN (if espäcadre)		Nature of association
	Rerer	ANNEXURE A
7. Addresses	The addresses of parsons named in this form are as follows:
	Name		Adamess
		REFER ANNEXURE A
Signature
	prim neme	111	, ov de R	caaacity.	DIRECTOR
	sign here			doce 3/07/06
			DIRECTIONS
0)	form.		if there are a number of substantial indeers with similar or related relevant interests (eg. e corporation and its related corporations, or the manager and trustee of an equity trust), the names unid be included in an annexure to the form. If the rerevent interests of a group of persons are essentially similar, they may be reformed to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the
21	See the definition of "associate" in section 9 of the Corporations Act 2001.
31			See the definition of "relevant interest" in sections 638 and 671 B(7) of the Corporations Act 2001.
猜			The voting shares of a company constitute one class unless divided into separate classes
勂	interest in.		The total number of votes attained to all the voting shares in the company or voting articless in the scheme (if sny) that the parson or an associate has a relevant
瞗			The person's vates divided by the total votes in the body corporate of schome multiplied by 100.
Ф	trolude details of
	揚		any relevant agreement or ather circumstances by which the relevant interest was adquired. It subsection 0713(4) applies, a copy of any document setting our the terms of any relevant agreement, and a sumement by the person giving full and accurate dotails of any contract. Scheme or arrangement, must accompany this form, together with a written statement certifying this constant, schame of arrangement and
	簡		any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposet of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
			See the definition of freightern agreement" in section 9 of the Corporations Act 2001.
伆			If the substantial holder is unable to determine the identity of the person (eg. If the relevant interest arises because of un option) write "unknown".
御	the relevant interest was adquired.		Details of the consideration must include any and all benefits, money and other, that any passon from whom a raiswant interest was acquired has, or may, become orditied to receive in relation to met acquisition. Details must be included even if the benefit is conditional on the mappering or not of a consingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in celetion to the acquisitions, even if they are not paid eirectly to the perior from whom

Andrew Commercial Science Commercial Property and the Commercial

$\mathcal{O}(\mathcal{O}_\mathcal{O})$

$\sim 10^{-1}$

This is Annexure 'A' of two pages referred to in Form 603 Notice of Initial Substantial Holder

CHALICE GOLD MINES LIMITED ACN 116 648 956

$\sim$

Question One

Details of substantial holder:

Plato Prospecting Pty Ltd (" Plato Prospecting") (ACN: 008 964 896)

Plato Prospecting Pty Ltd. (ACN: 008 964 896) As Trustee for the TRB Goyder Superannuation Fund ("Goyder Super Fund")

Grimwood Davies Pty Ltd ("Grimwood Davies") (ACN: 009 119 500)

Timothy Rupert Barr Goyder ("Timothy Goyder")

Lofaka Pfy Ltd ("Lofaka") (ACN: 008 839 192)

ACN/ARSN (it applicable)

Question Two

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Details of voting power CONTRACTOR
Class of securities	umes NI IMBYA $-1$ אילות ל	: votes ercon k -151	∿∩w⊿r ∕otina ng power (o) _ _ _ _ _
. Fully 1 l Circuncu Shares . Period	.408 -228	ADS. 228.	18% researches and property country of the contract of the property of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contrac

Question Three

Details of relevant interests
Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Plato Prospecting Pty Ltd	Timothy Goyder has a relevant interest in these shares by virtue of the Corporations Act 2001 as he is the sole director of Plato Prospecting and he owns 100% of the issued capital of Plato Prospecting.	3,138,613 ordinary
Goyder Super Fund	Timothy Goyder has a relevant interest in these shares by virtue of the Corporations Act 2001 as he is the sole director of Plato Prospecting and hellowns 100% of the issued capital of Plato Prospecting. Timothy Goyder is a beneficiary under the Goyder Superannuation Fund.	284,003 ordinary
Grimwood Davies Pty Ltd	Timothy Goyder has a relevant interest in these shares by virtue of the Corporations Act 2001 as he is the sole director of Grimwood Dovies and he owns 100% of the issued capital of Grimwood Davies.	1,785,792 ordinary
Lotaka Ptv Ltd	Timothy Goyder has a relevant interest in these shares by virtue of the Corporations Act 2001 as he is the sole director of Lotaka and he owns 100% of the issued capital of Lotaka.	10,000 ordinary
Timothy Goyder		10,000 ordinary

Question Four

Details of present registered holders
Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
Plato Prospecting Pty Ltd	Plato Prospecting is entitled to be the registered holder of 3,138,613 ordinary shares.	Plato Prospecting Pty Ltd	3,138,613 ordinary
Goyder Super Fund	Plato Prospecting ATF Goyder Super Fund is entitled to be the registered holder of 284,003 ordinary shares.	Goyder Super Fund	284,003 ordinary
Grimwood Davies Pty Ltd	Grimwood Davies Pty Ltd is entified to be the registered holder of 1,785,792 ordinary shares.	Grimwood Davies Pty Ltd	1,785,792 ordinary
Timothy Goyder	Timothy Goyder is entitled to be the registered holder. of 10,000 ordinary shares.	TRB Govder	10,000 ordinary
Lotaka Pty Ltd	Lotaka Pty Ltd is entitled to be the registered holder of 10,000 ordinary shares.	Lofaka Pfy Ltd	10,000 ordinary

Question Five

Consideration
Holder of relevant interest	Date of acquisition		Consideration (9)	Class and number of securities
		Cash	Non-cash
Plato Prospecting Pty Ltd	21 March 2006	\$250,000		1,250,000 ordinary
Goyder Superfund	21 March 2006	\$10,000		50,000 ordinary
Grimwood Davies Pty Ltd.	21 March 2006	\$150,000		750,000 ordinary
Timothy Goyder	21 March 2006	\$2,000		10.000 ordinary
Loiaka Piy Lid	21 March 2006	\$2,000		10,000 ordinary
Plato Prospecting Pty Ltd	26 June 2006		1 51 franche of pro rata distribution of Chalice Gold Mines Limited shares from Uranium Equities Limited (previously Bullion Minerals) Limited) pursuant to Uranium Equities Limited shareholder approval on 8 May 2006, representing 50% of total distribution.	1,888,613 ordinary (held in escrow for 2 years)
Goyder Superfund	26 June 2006		as above	234,003 ordinary (held in escrow for 2 years)
Grimwood Davies Pty Ltd	26 June 2006		as above	1,035,792 ordinary (held in escrow for 2 years)

Question Six

$\hat{\boldsymbol{\beta}}$

Associates	.
Name and ACN/ARSN (If applicable)	Nature of Association ISBN 0-0-0-0-0-0-0-0-0-0-0-0-0-0-0-0-0-0-0-
	,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
Refer to Question 3

$\hat{\boldsymbol{\beta}}$

$\hat{\mathcal{A}}$

Question Seven

Addressos
The address of the persons name in this form are as follows:
Plato Prospecting Pty Ltd	24 Saunders Street, Mosman Park WA 6012
Goyder Superfund	24 Saunders Street, Mosman Park WA 6012
	170 Kewaale Road, Kewaale WA 6105
Grimwood Davies Pty Ltd	24 Saunders Street, Mosman Park WA 6012
प्राकाी पुराणिका
Lotaka Ply Ltd.	24 Sounders Street, Mosman Park WA 6012

Signature

Name: Timothy RG Goyder Sign here

$\mathcal{A}^{\mathcal{A}}$

6000000000000000000000000000000000000

Rhoyd 3/07/06

In his capacity as director of Plata Prospecting 2 ty (1d, Grimwood Davies Ply 1td & Lotaka Pty Ltd.