GOLDEN CROSS RESOURCES LTD — Director's Dealing 2006

Mar 2, 2006

Appendix 3X

Rule 3.19A.1

Initial 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.1 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Kim Stanton-Cook
Date of appointment	1 March 2006

Part 1 - Director's relevant interests in securities of which the director is the registered holder

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

Number & class of securities

Nil.

⁺ See chapter 19 for defined terms.

Part 2 - Director's relevant interests in securities of which the director is not the registered holder

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.

Name of holder & nature of Number & class of Securities interest
N/A

Part 3 - 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	Offer of employment
Nature of interest	The Company offered Kim, subject to shareholder approval, 5,000,000 options, exercisable at 8 cents within five years, under the Golden Cross Employee Option Plan. Of these, 1,500,000 options would be subject to the vesting hurdle that at least 55% of the Company's existing quoted options exercisable at 5 cents are exercised on or before their expiry date of 30 September 2006. This is in addition to the vesting limits forming part of the Plan. The GCR share price at the time of the offer was approximately 5.5 cents. The offer of options to Kim is the subject of resolution 3 in the Notice of General Meeting mailed to shareholders on 28 February 2006
	and available at www.goldencross.com.au.
Name of registered holder (if issued securities)	N/A
No. and class of securities to which interest relates	5,000,000 employee options exercisable at 8 cents by 31 March 2011.

Daven Timms Company Secretary

2 March 2006

$+$ See chapter 19 for defined terms.