GOLDEN CROSS RESOURCES LTD — AGM Information 2003

Oct 12, 2003

GOLDEN CROSS RESOURCES LTD

ABN 65 063 075 178

22 Edgeworth David Ave Hornsby NSW 2077 Phone (02) 9482 8833 Fax (02) 9482 8488

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2003 Annual General Meeting of the members of Golden Cross Resources Ltd ("Company" or "GCR") will be held on
Level 3 at the Rugby Club, Rugby Place, 131a Pitt St, Sydney, NSW on Tuesday, 11 November 2003 at 10.00 am for the following business.

1. Financial Report

To receive and consider the Financial Report and the reports of the Directors and Auditor for the year ended 30 June 2003.

2. Election of Chris Torrey as a Director

To consider and, if thought fit, pass as an Ordinary Resolution:

"That Mr Chris Torrey, being a Director retiring in accordance with Rule 16.4 of the Company's Constitution, and who offers himself for election as a Director, be elected as a Director of the Company."

Further information in relation to Resolution 2 is set out in the Explanatory Notes below.

3. Ratification of Share Issue

To consider and, if thought fit, pass as an Ordinary Resolution:

"That the issue and allotment of the following ordinary fully paid shares in the Company be ratified, in accordance with ASX Listing Rule 7.4:

Date	No. Shares	Allottees	Issue Price
8.10.03	19,800,000	Private investors	7.7c "

The shares, all quoted on ASX, have the same terms as the Company's existing ordinary shares.

The Company will disregard any votes cast on Resolution 4 by any of the allottees or their associates. However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Further information in relation to Resolution 3 is set out in the Explanatory Notes below.

4. Renew Approval of Employee Option Plan

To consider and, if thought fit, pass as an Ordinary Resolution:

"That the continued operation of the Golden Cross Resources Employee Option Plan contained in the document submitted to this meeting and signed by the Chairman of Directors for the purposes of identification be approved."

The Company will disregard any votes cast on Resolution 4 by a Director of the Company or their However, the Company need not associates. disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Further information in relation to Resolution 4 is set out in the Explanatory Notes, below.

5. Issue of Employee Options to Director -Exploration

To consider and, if thought fit, pass as a Special Resolution:

"That the Directors of the Company be authorised, under Listing Rule 10.11, to issue Employee Options exercisable at 10 cents by 11 November 2008 to GCR's Director - Exploration, Mr Chris Torrey, on the following terms and conditions:

• (i) the allotment and issue of the options will occur progressively and be completed no later than 11 December 2003;
• (ii) the options will be issued for nil consideration;
• (iii) the purpose of the issue is to provide additional incentive to strive for the success of the Company, for the benefit of shareholders;
• (iv) the principal terms and conditions of the options are:
• (a) the options shall expire at 5.00 pm Sydney time on 11 November 2008 ("expiry date");
• (b) subject to vesting limits, the options may be exercised by notice in writing to the Company received at any time on or before the expiry date:
• (c) the options are not transferable;

• (d) the exercise price for each option will be 10 cents payable in cash;

• (e) each option shall confer the right to take up one fully paid ordinary share in the Company;

• (f) the options will not give any right to participate in dividends, or bonus or rights issues, until shares are allotted pursuant to the exercise of options:
• (g)the options shall not be listed for official quotation on the ASX; and
• (h) the options are subject to the terms, including vesting limits, of the Employee Option Plan, set out in the Explanatory Notes for Resolution 4."

The Company will disregard any votes cast on
Resolution 5 by Chris Torrey or his associates. However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Further information in relation to Resolution 5 is set out in the Explanatory Notes, below.

6. Issue of shares to Managing Director by way of Salary Sacrifice under the Golden Cross Resources Share Acquisition Scheme

To consider and, if thought fit, pass as a Special Resolution:

"That Mr David Timms, Managing Director, be issued with ordinary fully paid shares in the Company, under Listing Rule 10.14, in the number and by the date set out below, under the Golden Cross Resources Share Acquisition Scheme approved by shareholders at the Company's 2002 Annual General Meeting:

To be	No. of	Allottee	Issue
Issued by	Shares		Price
11.12.03	487.500	David Timms	9 n

The shares, to be quoted on ASX, will have the same terms as the Company's existing ordinary shares.

The Company will disregard any votes cast on Resolution 6 by a Director of the Company or their associates. However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Further information in relation to Resolution 6 is set out in the Explanatory Notes, below.

EXPLANATORY NOTES

Resolution 2 - Election of Chris Torrey as a Director

Chris Torrey retires as a Director in accordance with Rule 16.4 of the Company's Constitution and, being eligible, offers himself for election.

Chris was born on 30 September 1957 in Pukekohe, New Zealand and has 23 years broad mining industry experience across several countries. He was Exploration Manager of Golden Cross Resources from July 1996 to June 2003. He has been Director - Exploration of the Company since his appointment on 1 July 2003.

Mr Torrey's specific experience includes exploration for: intrusion-related copper-gold (Indonesia, Central America, Eastern Australia, California); epithermal gold-silver (New Zealand, Eastern Australia, Central America, Chile); shear-hosted orogenic gold (Venezuela, California, NSW), ironoxide-hosted copper-gold (Queensland) and massive sulphide deposits (Eastern Australia).

He was responsible for design and management of programmes for Cyprus Gold in Australia (1986 -1988, 1990), New Zealand (1988 - 1990), Central America (1990 - 1995) and Indonesia (1996) and also for teams that discovered or augmented resources in Panama, Venezuela, New Zealand and Oueensland

Resolution 3 - Ratification of Share Issue

This resolution seeks to ratify the issue of shares in the Company made by way of a placement that raised \$1,524,600 for exploration and other working capital purposes.

The shares were issued to clients of WHI Securities Pty Ltd. A 5% placement fee was paid on the funds raised.

Ratification of the issue will go towards renewing the Company's 15% new issue capacity in accordance with ASX Listing Rule 7.4.

Resolution 4 - Approval of Employee Option Plan

Directors wish to continue the operation of the Employee Option Plan ("EOP, or Plan") to assist with the retention and motivation of employees of the Company.

Over the past six years employees have each year been granted Employee Options, based on the performance of the employee. The option exercise price is set by GCR's share price at the time of grant. The term of the options is five years.

The EOP was last approved by shareholders at the Company's 2002 AGM however the terms have since been amended. Amendments include removing the exercise condition requiring two years prior employment, and reduction of the vesting limits. Whereas the options previously vested over 5 years, they now vest over 3 years. Further, the provision has been removed restricting the exercise of options to a two-week exercise window commencing 2 days

after release of a quarterly report to ASX. А summary of the terms of the Plan is set out below.

Key Terms of Employee Option Plan

Offers - At the time determined by the Board, the Company may make an invitation to any eligible employee, inviting that employee to apply for the grant of an option under the Plan.

Powers of the Board - The Plan shall be administered by the Board in its absolute discretion. with such powers and duties as are conferred upon it.

Eligibility - Under the Plan, the Board may offer options to full-time employees (including Directors) of the Company. The Board will determine the eligibility of persons and their entitlement.

Exercise Conditions - The Board may in its absolute discretion determine on the offering date that one or more conditions must be met before the option may be exercised. The Board has an absolute discretion to waive any exercise conditions in relation to any option granted to an option holder.

Subject to any restrictions on exercise, an option holder may exercise the option or any part of it during the exercise period provided that the employee is still employed by the Company. An option may also be exercised at any time within 3 months of the employee's death, total and permanent disablement, retirement or termination of employment.

Vesting Limits - All or part of the option may only be exercised within a certain period of time after the date of grant as follows:

On date of grant	10%
After One Year	30%
After Two Years	60%
After Three Years	100%

Exercise Price - The exercise price shall be, at the Board's discretion, equal to or greater than the market price of GCR shares on the issue date of the option.

Expiry Date - An option shall expire at 5.00 pm Sydney time 5 years from the date on which the option is granted or such shorter period as designated by the Board on the offering date.

Restrictions on Issue - The number of shares in respect of which options are on issue under the Plan at any time must not exceed 5% of the issued capital of the Company at that time.

Participation in Cash Issues - The option holder cannot participate in new issues without exercising the option. The option holder will be entitled to participate in any new issues of capital in the Company pro rata to existing shareholders of the Company including rights issues on the prior exercise of the option, in which case the option holder will be afforded the period of at least 7 business days before the record date to determine entitlements to such issue to exercise the option. If there is a pro rata issue (except a bonus issue) to existing shareholders of the Company, the exercise

price of the option shall be reduced according to the formula prescribed by the ASX Listing Rules.

Participation in Bonus Issues - The option holder cannot participate in new issues without exercising the option. In the event of the Company making a bonus issue of shares or other securities prior to expiry or exercise of the option (other than bonus shares or securities issued in lieu of dividends or other distributions made under any shareholder election), each option holder will be entitled to participate in such issue upon exercise of their option on the same basis as the holders of the ordinary shares in the capital of the Company, the entitlements of each holder to be determined as if their option had been exercised immediately prior to the date at which entitlement to the bonus issue is determined. In the event of an option not being exercised, all additional entitlements to which the holder is entitled under this paragraph on exercise of the option shall lapse.

Reconstruction - The option shall be reorganised as required by the ASX Listing Rules on a reconstruction of the capital of the Company. The Company must comply with any requirements of the ASX Listing Rules in relation to the way the option is treated under a reconstruction. Following any reconstruction of the option, the Company must advise the option holder within 10 business days of the nature and effect of the reconstruction.

Ranking of Shares Allotted on Exercise of Option -All shares allotted pursuant to exercise of an option shall be subject to the Constitution of the Company at the date of such allotment and all such shares shall rank from the date of allotment equally in all respects (including rights in respect of dividends) with the existing ordinary shares.

The Company presently has 3 million employee options on issue, held by five employees, exercisable at 10 cents. Directors consider the options to be a necessary component of the remuneration package of GCR employees.

Since the last approval the Company has issued the following employee options for nil consideration to a total of five employees:

• 355,000 exercisable at 10 cents by 20.12.2007;
• 370,000 exercisable at 10 cents by 25.6.2008.

A possible disadvantage, if Resolution 4 is passed, is the dilutory effect on the Company's share price, due to the increased number of shares on issue, if the employees were to exercise their options. This would be offset by the exercise price received by the Company.

A copy of the EOP will be mailed free of charge to shareholders on request to the Company.

Resolution 5 - Issue of Options to Director -Exploration

It is proposed to issue 500,000 Employee Options, exercisable at 10 cents by 11 November 2008, to Chris Torrey, Director - Exploration.

Since the EOP was approved in 2002 the Company has issued to Chris Torrey 160,000 Employee Options exercisable at 10 cents by 20 December 2007 and 160,000 Employee Options exercisable at 10 cents by 25 June 2008. Employee Options have to date not been issued to Directors of the Company.

Since the last approval the Company has issued the following Employee Options for nil consideration to a total of five employees:

• 355,000 exercisable at 10 cents by 20.12.2007;
• 370,000 exercisable at 10 cents by 25.6.2008.

Chris Torrey presently holds 1.45 million Employee Options exercisable at 10 cents by various dates on or before 25 June 2008, however these options vest over five years and only 408,000 are exercisable at the present time.

Directors consider the options to be a necessary component of the remuneration of the Director -Exploration.

A possible disadvantage, if Resolution 5 is passed, is the dilutory effect on the Company's share price, due to the increased number of shares on issue, if the Director - Exploration was to exercise his options. This would be offset by the exercise price received by the Company for those options.

Resolution 6 - Issue of shares to Managing Director by way of Salary Sacrifice under the Golden Cross Resources Share Acquisition Scheme

The Company maintains a Share Acquisition Scheme ("SAS") last approved by shareholders at the 2002 AGM. The SAS enables the Company to partly remunerate its employees and Directors in shares instead of cash

Since the approval on 27 November 2002 the following Directors (and none of their associates) received shares under the SAS:

Date	No. of	Allottees	Issue
Issued	Shares		Price
24.12.02	731.250	David Timms	6c.
24.12.02	166,667	Kerry McHugh	6с.

All Directors of the Company, Christopher Ryan, David Timms, Kerry McHugh and Chris Torrey, are entitled to participate in the SAS, however only David Timms has elected to participate.

It is proposed to issue shares to David Timms, Managing Director, as set out in Resolution 6. If this resolution is passed, each share will be issued by 11 December 2003 at an issue price of 9 cents, being GCR's share price at the time of preparing this notice.

Summary of SAS

The Board offers participation in the SAS to all employees and Directors as part of a salary sacrifice arrangement whereby up to half of the remuneration package may be in shares acquired under the SAS. The Board considers the SAS to be an appropriate means of conserving the Company's cash resources.

A special purpose trust was created to administer the SAS. Shares acquired on behalf of a participant are registered in the name of the trustee in separate accounts for each participant. Participants are entitled to direct the trustee how to vote the shares held on their behalf. Shares held by the trust will also qualify for any rights and bonus issues.

The total number of shares issued under the SAS and held in trust will not exceed 15% of the total number of GCR's issued shares at any time, and those shares issued under the SAS in any year will not exceed 7.5% of the total number of GCR's issued shares.

Shares are issued under the SAS on terms that qualify for a tax deferral concession enabling participants to defer tax beyond the date on which the shares were acquired. To qualify for the tax deferral, shares awarded under the SAS will be subject to disposal restrictions.

Proposed Issue of Shares under the SAS

David Timms has elected to sacrifice half his remuneration, for the year to 27 November 2004, by way of participation in the SAS. At an issue price of 9 cents, being GCR's share price at the time of preparing this notice, the proposed sacrifice of remuneration in the amount of \$43,875 under the SAS represents 487,500 ordinary shares in the Company.

Other than in the event of a takeover bid, the shares cannot be released from trust to David Timms until 27 November 2004. Other than in the event of a takeover bid, if David Timms has not held office during the whole of the year to 27 November 2004, the number of shares able to be released from trust will be calculated based on the proportion of the year he actually held office and the shares representing the proportion of the year he did not hold office shall be forfeited.

PROXIES

To be effective, proxy forms must be received by the Company at the above address or fax number at least 48 hours before the time for holding the meeting.

A member entitled to attend and vote is entitled to appoint not more than two persons as his/her proxy to attend and vote instead of the member. A proxy need not be a member of the Company. If more than one proxy is appointed, the proxy form may specify the proportion or number of the member's votes that each proxy may exercise, but if the proxy form does not specify a proportion or number of votes then each proxy may exercise half of the member's votes.

Dated 8 October 2003 by order of the Board.

DAVEN TIMMS Company Secretary