CHALICE MINING LIMITED — Major Shareholding Notification 2018

Jul 4, 2018

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	05/07/2018
The previous notice was given to the company on	10/08/2016
The previous notice was dated	10/08/2016

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

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 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 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
sign here		date	/07/2018
	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.
• (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.

• 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 $(8)$ "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 (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)
	Linda Sullivan

QUESTION TWO

	Previous and present voling power
		Previous notice		Present Notice
		Person's votes	Votina power	Person's votes	Voting power
ORDINARY	Goyder Super Fund	1.187.675	0.44%	2,826,337	1.07%
ORDINARY	Timothy Goyder	41,954,279	15.49%	42,433,945	16.10%
ORDINARY	Lotaka Pty Ltd	685,811	0.25%	314,927	0.12%
ORDINARY	Linda Sullivan			400,000	0.15%
ORDINARY	Total	43,827,765	16.19%	45,975,209	$17.44\%$ *

*Based on shares outstanding of 263,568,134 as at 5 July 2018.

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
17 March 2017	Linda Sullivan	On-market purchase	\$70,000 before brokerage costs	400,000 Fully paid ordinary shares	400,000 Fully paid ordinary shares
17 March 2017-21 March 2017	Goyder Super Fund	On-market purchase	\$105,000 before brokerage costs	600,000 fully paid ordinary shares	600,000 fully paid ordinary shares
29 November 2017	Goyder Super Fund and Timothy Goyder	Off market purchase of shares from Timothy Goyder to Goyder Super Fund	\$122,200.04	667,778 fully paid ordinary shares	667,778 fully paid ordinary shares
8 June 2018	Goyder Super Fund land Lotaka	Off market purchase of shares from Lotaka to Goyder Super Fund	\$53,778.18	370,884 fully paid ordinary shares	370,884 fully paid ordinary shares
5 July 2018	Timothy Goyder	Issue of 1,147,444 fully paid ordinary shares on partial vesting of performance rights granted in 2015 and as approved by shareholders at the Company's AGM on 24 November 2015.	Nil	1,147,444 fully paid ordinary shares	1,147,444 fully paid 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	Govder Super Fund	Goyder Super Fund	The Goyder Super Fund is entitled to be the registered holder of 2,826,337 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.	2,826,337 ordinary	2,826,337 ordinary

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
Lotaka	Lotaka	Lotaka	Lotaka is entitled to be the registered holder of 314,927 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.	314,927 Ordinary	314,927 Ordinary
Timothy Goyder	Timothy Goyder	Timothy Goyder	Timothy Goyder is entitled to be the registered holder of 42,433,945 shares.	42,433,945 Ordinary	42,433,945 Ordinary
Linda Sullivan	Linda Sullivan	Linda Sullivan	Linda Sullivan is entitled to be the registered holder of 400,000 shares. Linda Sullivan is the wife of Tim Goyder.	400,000 ordinary	400,000 ordinary

QUESTION FIVE

Changes in Association	Name & ACN	Nature of Association
Not Applicable

QUESTION SIX

Name	Address
Plato Prospecting Pty Ltd as trustee for TRB	PO Box 1116
Goyder Super Fund	West Perth WA 6872
Lotaka Pty Ltd	PO Box 1116
	West Perth WA 6872
Timothy Goyder	PO Box 1116
	West Perth WA 6872
Linda Sullivan	PO Box 1116
	West Perth WA 6872

Signature

Name Timothy R B Goyder
im here MI Apryer	date	05/07/2018
In his capacity as sole director of Plato Prospecting Pty Ltd and Lotaka Pty Ltd