CHALICE MINING LIMITED — Major Shareholding Notification 2010

Sep 28, 2010

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		$21 - 23/09/2010$
The previous notice was given to the company on		26/08/2009
The previous notice was dated		26/08/2009

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:

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

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
A

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	29/09/2010

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 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.
• 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. $(3)$
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• 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
• $(b)$ 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 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 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.
• $(8)$ If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

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	17,477,200	14.43%		$0\%$
ORDINARY	Goyder Super Fund	1,018,006	0.84%	1,187,675	0.56%
ORDINARY	Timothy Goyder	10,000	0.01%	23,919,568	11.33%
ORDINARY	Lotaka	10,000	0.01%	11,667	0.01%
ORDINARY	Timothy Goyder Total	18,515,206	15.29%	25,118,910	11.89%

QUESTION THREE

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
21 September 2010	Timothy Goyder	Rights issue pursuant to Prospectus dated 17 August 2010	3.153.868 shares at 42 cents per share for a total of \$1,324,624.56	3,158,868 ordinary	3,158,868 ordinary
21 September 2010	Goyder Super Fund	Rights issue pursuant to Prospectus dated 17 August 2010	169.669 shares at 42 cents per share for total of \$71,260,98	169,669 ordinary	169,669 ordinary
21 September 2010	lLotaka	Rights issue pursuant to Prospectus dated 17 August 2010	1,667 shares at 42 cents per share for a total of \$700.14	1,667 ordinary	1,667 ordinary
23 September 2010	Timothy Goyder	Sub-underwriting in relation to the shortfall pursuant to the prospectus dated 17 August 2010	1,842,500 42 shares at cents per share for a total of \$773,850	1,842,500 ordinary	1,842,500 ordinary

QUESTION FOUR

Present relevant interests
Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Nature of relevant interest	Class and number of shares	Person's votes
Goyder Super Fund	Goyder Super Fund	Goyder Super Fund	Plato Prospecting ATF Goyder Super Fund is entitled to be the registered holder of 1,187,675 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. Timothy Goyder is a beneficiary under the Goyder Superannuation Fund.	1,187,675 ordinary	1,187,675 ordinary
Lotaka	Lotaka	Lotaka	Lotaka is entitled to be the registered holder of 11,667 shares. 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.	11,667 Ordinary	11,667 Ordinary

Present relevant interests
Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Nature of relevant interest	Class and number of shares	Person's votes
Timothy Goyder	Timothy Goyder	Timothy Goyder	Timothy Goyder is entitled to be the registered holder of 23,919,568 shares.	23,919,568 Ordinary	23,919,568 Ordinary

QUESTION FIVE

Changes $-11$ ssociation	ACN Name $\sim$	of Association Nature
Not Applicants

QUESTION SIX

Name	Address
Goyder Super Fund	PO Box 1116
	West Perth WA 6012
Lotaka	PO Box 1116
	West Perth WA 6012
Timothy Goyder	PO Box 1116
	West Perth WA 6012

Signature

Name Timothy R B Goyder

sign here

Time Good

date 29 / 09 / 2010

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