CHALICE MINING LIMITED — Major Shareholding Notification 2009

Feb 3, 2009

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ASX ANNOUNCEMENT

SUBSTANTIAL SHAREHOLDER NOTICES

Please find attached notices of Resolute Mining Limited ceasing to be a substantial shareholder in Chalice Gold Mines Limited and Liontown Resources Limited

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PETER SULLIVAN Chief Executive Officer

4 February 2009

RESOLUTE MINING LIMITED ABN 39 097 088 689 4th Floor, BGC Centre, 28 The Esplanade, Perth, Western Australia 6000. P.O. Box 7232 Cloisters Square, Perth, Western Australia 6850 Telephone : (08) 9261 6100 Facsimile : (08) 9322 7541 Email : contact@resolute-ltd.com.au

Corporations Act 2001 Section 671B

Form 605

Notice of ceasing to be a substantial holder

To Company Name/Scheme

ACN/ARSN

Chalice Gold Mines Limited

116 648 956

1. Details of substantial holder[(1)]

Name Resolute Mining Limited

ACN/ARSN (if applicable)

097 088 689

The holder ceased to be a substantial holder on 3/02/09. The previous notice was given to the company on 5/10/06. The previous notice was dated 5/10/06.

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest[(2)] of the substantial holder or an associate[(3)] 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(4)	Consideration given in relation to change(5)	Class(6)and number of securities affected	Person's votes affected
03/02/09	Resolute Mining Limited and Resolute (Treasury) Pty Ltd	Sale of shares of which Resolute (Treasury) Pty Ltd (a wholly owned subsidiary of Resolute Mining Limited) is the beneficial and registered holder in transactions that took place on the Australian Securities Exchange.	$0.64m	7,624,546 fully paid Chalice Gold Mines Limited ordinary shares	Resolute (Treasury) Pty Ltd

3. Changes in association

The persons who have become associates[(3)] of, ceased to be associates of, or have changed the nature of their association[(7)] 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

4. Addresses

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

. Addresses he addresses ofpersonsnamedinthisformare asfollows:
Name	Address
Resolute Mining Limited	4th Floor, BGC Centre, 28 The Esplanade, Perth WA 6000
Resolute (Treasury) Pty Ltd	4th Floor, BGC Centre, 28 The Esplanade, Perth WA 6000

Signature

print name Greg Fitzgerald capacity Company Secretary

sign here date 04/02/09

DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related corporations, or the manager and trustee of an equity 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 specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 4 of the form.

• (2) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act.

• (3) See the definition of "associate" in section 9 of the Corporations Act.

• (4) Include details of:

(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting 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 arrangement; and

(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or 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.

(5) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled 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.

(6) The voting shares of a company constitute one class unless divided into separate classes.

(7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

9022891

Corporations Act 2001 Section 671B

Form 605

Notice of ceasing to be a substantial holder

To Company Name/Scheme

ACN/ARSN

Liontown Resources Limited

118 153 825

1. Details of substantial holder[(1)]

Name Resolute Mining Limited

ACN/ARSN (if applicable)

097 088 689

The holder ceased to be a substantial holder on 4/02/09. The previous notice was given to the company on 28/12/06. The previous notice was dated 28/12/06.

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest[(2)] of the substantial holder or an associate[(3)] 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(4)	Consideration given in relation to change(5)	Class(6)and number of securities affected	Person's votes affected
04/02/09	Resolute Mining Limited and Resolute (Treasury) Pty Ltd	Sale of shares of which Resolute (Treasury) Pty Ltd (a wholly owned subsidiary of Resolute Mining Limited) is the beneficial and registered holder in transactions that took place on the Australian Securities Exchange.	$0.16m	12,249,094 fully paid Liontown Resources Limited ordinary shares	Resolute (Treasury) Pty Ltd

3. Changes in association

The persons who have become associates[(3)] of, ceased to be associates of, or have changed the nature of their association[(7)] 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

4. Addresses

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

. Addresses he addresses ofpersonsnamedinthisformare asfollows:
Name	Address
Resolute Mining Limited	4th Floor, BGC Centre, 28 The Esplanade, Perth WA 6000
Resolute (Treasury) Pty Ltd	4th Floor, BGC Centre, 28 The Esplanade, Perth WA 6000

Signature

print name Greg Fitzgerald

capacity Company Secretary

sign here date 04/02/09

DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related corporations, or the manager and trustee of an equity 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 specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 4 of the form.

• (2) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act.

• (3) See the definition of "associate" in section 9 of the Corporations Act.

• (4) Include details of:

(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting 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 arrangement; and

(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or 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.

(5) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled 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.

(6) The voting shares of a company constitute one class unless divided into separate classes.

(7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

9022891