GOLDEN CROSS RESOURCES LTD — Director's Dealing 2004

Feb 9, 2004

Appendix 3Y

Rule 3,19A.2

Change of Director's Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 30/9/2001.

Name of entity GOLDEN CROSS RESOURCES LTD

ABN 65 063 075 178

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the directors for the purposes of section 205G of the Corporations Act.

Name of Director	Chris Torrey
∣ Date of last notice∶	30 December 2003

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Direct interest
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest	Not applicable
Date of change	5 February 2004
No. of securities held prior to change	404,800 ordinary shares 125,000 12.7.2004 Employee Options ex 10c 18.12.2004 Employee Options ex 10c 140,000 26.6.2005 Employee Options ex 10c 150,000 22.12.2005 Employee Options ex 10c 140,000 150,000 27.6.2006 Employee Options ex 10c 150,000 21.12.2006 Employee Options ex 10c 150,000 28.6.2007 Employee Options ex 10c 20.12.2007 Employee Options ex 10c 160,000 160,000 25.6.2008 Employee Options ex 10c 11.11.2008 Employee Options ex 10c 500,000 TOTAL EMPLOYEE OPTIONS 1,825,000
Class	Ordinary fully-paid shares
Number acquired	$12,500$ shares

⁺ See chapter 19 for defined terms.

Number disposed	Nil.
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$$1,000$ (8 cents per share)
No. of securities held after change	417,300 shares and 1,825,000 Employee Options exercisable at 10c by 11.11.2008.
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	12,500 shares purchased under the Golden Cross Share Purchase Plan.

Part 2 - Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract	Not applicable
Nature of interest
Name of registered holder
(if issued securities)
Date of change
No. and class of securities to
which interest related prior to
change Note: Details are only required for a contract
in relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration
Note: If consideration is non-cash, provide details and an estimated valuation
Interest after change

Daven Timms, Company Secretary

10 February 2004

$+$ See chapter 19 for defined terms.