CHALICE MINING LIMITED — Major Shareholding Notification 2016

Aug 9, 2016

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	08/08/2016
The previous notice was given to the company on	11/02/2014
The previous notice was dated	11/02/2014

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		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Refer Annexure A

3. Changes in relevant interests

$\mathbf{I}$

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

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: I

, Name and ACN/ARSN (if applicable) Ⅰ	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

$(1)$

$(2)$

$(3)$

$(4)$

$(5)$

$(9)$

print name	Timothy R B Goyder	capacity	Sole Director (Plato Prospecting
sign here	love howd	date	Pty Ltd and Lotaka Pty Ltd) 10/08/2016

DIRECTIONS

• 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 6 of the form.
• 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.
• 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.

• $(6)$ Include details of:
• 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
• 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

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.
• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write $(8)$
• 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 (ACN: 008 964 896) As Trustee for the TRB Goyder Super Fund ("Goyder Super Fund")
	Timothy Rupert Barr Goyder ("Timothy Goyder")
	Lotaka Pty Ltd ("Lotaka") (ACN: 008 839 192)

QUESTION TWO

Voting Person's votes Voting power power ORDINARY Goyder Super Fund 1,187,675 0.40% 1,187,675 Timothy Goyder 39,860,047 13.40% 41,954,279 Lotaka 685,811 0.23% ORDINARY 685,811 Total 0.25%		Previous notice	Present Notice
		Person's votes
	ORDINARY ORDINARY			0.44% 15.49%

QUESTION THREE

Changes in relevant interests

pare of change	Person whose relevant interest changed	Nature of change	Consideration given in relation to change		Class and number of securities	Person's votes affected
8 August 2016	Goyder Super Fund ITimothy Goyder Lotaka	Change in holding due to reduction in the issued capital of Chalice Gold Mines Limited.	Nil		affected Fully paid ordinary shares
5-6 May 2016	Timothy Goyder	On-market purchase	\$355,077.12 brokerage)	(before	2,094,232 ordinary shares	2,094,232 ordinary shares

QUESTION FOUR

Present relevant interests

Holder of relevant linterest	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	The 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 685,811 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.	685,811 Ordinary	685.811 Ordinary
Timothy Goyder	Timothy Goyder	Timothy Goyder	Timothy Goyder is entitled to be the registered holder of 41,954,279 shares.	41,954,279 Ordinary	41,954,279 Ordinary

QUESTION FIVE

Changes in Association
Not Applicable	Name & ACN	Nature of Association

$\,1$

QUESTION SIX Addresses

The addresses of persons named in this form are: Name	Address
Plato Prospecting Pty Ltd as trustee for TRB Goyder Super Fund Lotaka Pty Ltd	PO Box 1116 West Perth WA 6872 PO Box 1116
Timothy Goyder	West Perth WA 6872 PO Box 1116
	West Perth WA 6872

Signature

Name Timothy R B Goyder

Time houd

sign here

date 10/08/2016

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