GOLDEN CROSS RESOURCES LTD — Director's Dealing 2006

Sep 5, 2006

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	Christopher Ryan
l Date of last notice.	21 April 2006

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 (1) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	N/a
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.
Date of change
No. of securities held prior to change
Class
Number acquired
Number disposed
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation
No. of securities held after change

⁺ See chapter 19 for defined terms.

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	Underwriting Agreement, for exercise of the Company's guoted 5c options.
Nature of interest	Westchester Financial Services Pty Limited, a company associated with Christopher Ryan, has underwritten the exercise of the 107 million options in consideration of an underwriting fee of 4%, conditional on the performance of the sub-underwriters. The option exercise is fully sub-underwritten.
	The agreement for the underwriting of the options provides for the sub-underwriting of the exercise of 50 million options on a firm basis. The Company has agreed that it will meet its obligations to the firm sub-underwriters firstly to the extent of any options not exercised by existing holders and secondly by an issue of new shares at 5 cents per share. If all of the underwritten options are taken up by their existing holders, 157 million shares will be issued, raising \$7.85 million before costs. The Company would then have approximately 515 million shares on issue.
	Of the 4% underwriting fee, a 3% fee is payable to the subunderwriters by Westchester Financial Services.
Name of registered holder (if issued securities)	N/a
Date of change	25 August 2006
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	N/a
Interest acquired	N/a
Interest disposed	N/a
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	4% of underwritten amount, ie up to \$214,000, of which \$161,000 will be payable by Westchester Financial Services to the subunderwriters.
Interest after change	N/a

Daven Timms Company Secretary

6 September 2006

$+$ See chapter 19 for defined terms.