CHALICE MINING LIMITED — Major Shareholding Notification 2009

Feb 3, 2009

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme		Chalice Gold Mines Limited
ACN/ARSN	116 648 956
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		03/02/2009
The previous notice was given to the company on		28/11/2008
The previous notice was dated		28/11/2008

2. Previous and present 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 when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice
	Person's votes	Voting power (5)	Person's votes	Voting 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 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 votes affected
Refer Annnexure A

4. Present relevant interests

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

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Refer Annexure А

5. 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		capacity	Director (Plato Prospecting Pty Ltd and Lotaka Pty Ltd)
sign here			date	04/02/2009
		DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eq. a corporation and its related corporations, or the $(1)$ 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 6 of the form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• 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 votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• Include details of: $(6)$
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) $(a)$ 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
• 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.

• $(7)$ 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.
• 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 substantial holding notice. $(9)$

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

Name of substantial shareholder	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")
	Timothy Rupert Barr Goyder ("Timothy Goyder")
	Lotaka Pty Ltd ("Lotaka") (ACN: 008 839 192)

QUESTION TWO

	Previous and present voting power
		Previous notice		Present Notice
		Person's votes	Voting power	Person's votes	Voting power
ORDINARY	Plato Prospecting	14,818,452	20.36%	16,202,452	22.26%
ORDINARY	Goyder Super Fund	1,018,006	1.40%	1,018,006	1.40%
ORDINARY	Timothy Goyder	10,000	0.01%	10,000	0.01%
ORDINARY	Lotaka	10,000	0.01%	10,000	0.01%
ORDINARY	Timothy Goyder Total	15,856,458	21.78%	17,240,458	23.68%

QUESTION THREE

Changes in relevant interests Date of change	Person whose relevant interest changed		Nature of change Consideration given in relation to change	Class and number of securities affected	Person's votes affected
3 February 2009	Plato Prospecting Pty Ltd	On market purchase	\$0.085	1,384,000 ordinary	1,384,000 ordinary

QUESTION FOUR

Present relevant interests Registered Person Nature of relevant interest Class and Person's Holder of number of votes relevant holder of entitled to be shares securities registered as interest holder 16,202,452 16,202,452 Plato Prospecting is entitled to be the registered Plato Plato Plato Prospecting holder of 16,202,452 ordinary shares. ordinary ordinary Prospecting Prospecting Pty Ltd Pty Ltd 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. 1,018,006 1,018,006 Plato Prospecting ATF Goyder Super Fund is entitled Goyder Goyder Goyder ordinary ordinary Super Fund Super Fund to be the registered holder of 1,018,006 ordinary Super Fund 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. Timothy Goyder is a beneficiary under the Goyder Superannuation Fund. 10.000 10,000 Lotaka Lotaka is entitled to be the registered holder of Lotaka Lotaka Ordinary 10,000 shares. Ordinary 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 Timothy Goyder is entitled to be the registered 10,000 Timothy Timothy Timothy Ordinary Ordinary holder of 10,000 shares. Goyder Goyder Goyder

QUESTION FIVE

$\epsilon = e^{\pm \beta - \mu}$

Changes in Association	ACN Name	Nature of Association
Not Applicable

QUESTION SIX

Name	Address
Plato Prospecting	c/o 2/1292 Hay Street, West Perth, WA, 6005
Goyder Super Fund	c/o 2/1292 Hay Street, West Perth, WA, 6005
Lotaka	$C/O$ 2/1292 Hay Street, West Perth, WA, 6005
Timothy Goyder	c/o 2/1292 Hay Street, West Perth, WA, 6005

Signature

Name Timothy R B Goyder

sign here

date 04 / 02 / 2009

Myour

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