GOLDEN CROSS RESOURCES LTD — Director's Dealing 2006

May 23, 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	Kim Stanton-Cook
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	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	23 May 2006
No. of securities held prior to change	5,000,000 Employee Options exercisable at 8 cents by 31 March 2011.
Class	Ordinary Fully Paid Shares
Number acquired	100,000
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	6.3c per share
No. of securities held after change	100,000 shares and 5,000,000 Employee Options exercisable at 8 cents by 31 March 2011.

⁺ See chapter 19 for defined terms.

Nature of change	100,000 shares purchased on market.
Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

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

24 May 2006

$+$ See chapter 19 for defined terms.