CHALICE MINING LIMITED — Major Shareholding Notification 2008

Jan 24, 2008

1. Jan. 2008 9:15

Form 604

ī.

Corporations Act 2001 Section 871B

Notice of change of interests of substantial holder

To Company Name/Scheme ACN/ARSN	116 648 956	Chalica Gold Mines Limited
1. Details of substantial holder (1)
Name		Timothy R B Goyder
ACN/ARSN (if applicable)
There was a change in the interests of the substantial holder on		24/01/2008
The previous notice was given to the company on		10/01/2009
The previous notice was dated		18/01/2009

2. Previous and present voting power

The lotal 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 when last required, and when now r company or scheme, are as follows:

Class of securilies (4)	Previous notice		Present notice
$-$	Person's voles	Voling power (5)	Person's votes	Voling power (5)
Refer Annexure A

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are
as follows:

Date of change	Person whose relevant Interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's voles affected
Refer Annnexure

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Registered holder al securities	Person entitled to be ragistered as holder (8)	Nature of relevant Interest $(6)$	Class and number of securities	Person's votes

6. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association
Refer Annexure A

6. Addresses

The addresses of persons named in this form are as follows:

. Name	Address
Refer Annexure A

Signature

print name	Timothy R B Goyder	capacily	Director (Plato Prospecting Pty Ltd and Lotaka Pty Ltdl
sign here		date	25/01/2008
	DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the $(1)$ manager and trustee of an equily trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a spacifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• See the definition of "associate" In section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• The person's voles divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• Include delalls of: $(6)$
• any relevant agreement or other circumstances bacause of which the change in relevant interest occurred. If subsection 671B(4) $(a)$ applies, a copy of any document selting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or errangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or $(b)$ disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired $(7)$ has, or may, become entilled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write $(8)$ "unknown".
• Give details, if appropriate, of the present association and any change in that association since the last substanilal holding notice. $(9)$

00E0.ov 55.jds 0005 0600 9127 90.0300

This is Annexure 'A' of two pages referred to in form 604 Notice of changes of interests of substantial holder

CHALICE GOLD MINES LTD ACN: 116 648 956

QUESTION ONE

$\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ Name of substantial shareholder	Plato Prospecting Ply Ltd (" Plato Prospecting") (ACN: 008 964 896)
	Plato Prospecting Pty Ltd (ACN: 008 964 896) As Trustee for the TRB Goyder Superannuallon Fund ("Goyder Super Fund")
	Timothy Ruperl Barr Goyder ("Timothy Goyder")
	Lotaka Ply Ltd ("Lataka") (ACN: 008 839 192)

QUESTION TWO

	Previous and present voling power	Previous notice		Present Notice
		Person's votes		Voling power Person's votes	Voling power
ORDINARY	Ploto Prospecting	11,936,485	16.40%	13,436,485	18.46%
ORDINARY	Goyder Super Fund	1.018.006	1,40%	1,018,006	1.40%
ORDINARY	Ilmothy Goyder	10,000	0.01%	10,000	0.01%
ORDINARY	Lotaka	10.000	0.01%	10,000	0.01%
ORDINARY	Ilmothy Goyder Totol	12,974,491	17.82%	14,474,491	19.88%

QUESTION THREE

UNESTRAIN TEINER Changes in relevant interests Oofe ol change	Person whose relevant interest changed		Nature at change Consideration given in relation to change	Class and number of securities alfected	Person's voles allecled
24 January 2008	Ploto Prospecting Ply Ltď	On markel purchose	\$0.13	$1.500.000$ ordinary	1,500,000 ordinary

QUESTION FOUR

kleseul leievalit mielesis Holder of relevant Interest	Registered holder of securilles	Person entilled to be realstered as holder	Nature of relevant interest	Class and number of shares	Person's votes
Plato Prospecting Ply Ltd	Pkato Prospecting Ply Ltd	Plato Prospecting Pty Ltd	Plato Prospecting is entitled to be the registered holder of 13,436,485 ordinary shares. 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.	13,436,485 ordinary	13,436,485 ordinary
Goyder Super Fund	Goyder Super Fund	Goyder Super Fund	Plalo Prospecting ATF Goyder Super Fund Is entitled to be the registered holder of 1,018,006 ordinary shares. Timolhy 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. Tmothy Goyder is a beneficiary under the Goyder Superannualion Fund.	1.018.006 ordinary	1,018,006 ordinary
Lotaka	Lotaka	Lotaka	Lataka is entitled to be the registered holder of 10,000 shares. Timathy Goyder has a relevant interest in these shares by viriue of the Corporations Act 2001 as he Is the sole director of Lotaka and he owns 100% of the issued capital of Lataka.	10.000 Ordinary	10,000 Ordinary
Timolny Goyder	Timothy Goyder	Timolhy Goyder	Timothy Goyder is entitled to be the registered holder of 10,000 shores.	10,000 Ordinary	10,000 Ordinary

W:\D2 Directors\24 January 2008 Porm604 AnnexureA.doc

25. Jan. 2008 9:15

QUESTION FIVE

Changes in Association	Name & ACN	Nature of Association
Not Applicable

QUESTION SIX

Name	Address
Plato Prospecting	24 Saunders Street MOSMAN PARK WA 6012
Goyder Super Fund	24 Sounders Sireel MOSMAN PARK WA 6012
Lolaka	24 Saunders Street MOSMAN PARK WA 6012
Timothy Goyder	24 Saunders Street MOSMAN PARK WA 6012

Signalure

Name Timothy R B Goyder

sign here

$\Delta$

Physica

dole 25 / 01 / 2008

In his capacity as director of Plato Prospecting Ply Ltd and Lotaka Ply Ltd