GOLDEN CROSS RESOURCES LTD — Director's Dealing 2006

Feb 6, 2006

Appendix 3Y

Rule 3.19A.2

Change of Director's Interest Notice

(Amendment to Notice dated 31 January 2006 - options misquoted)

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.

l Name of Director	Christopher Torrey
l Date of last notice.	11 January 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 (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	24 January 2006
No, of securities held prior to change	555,482 shares, 111,097 quoted options and 1.27 million Employee Options exercisable at 10 cents at various dates on or before 11.11.08 (see overleaf).
Class	Ordinary shares and quoted options exercisable at 5 cents by 30.9.06
Number acquired	128,959 shares and 64,480 options
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	\$4,514 (3.5 cents per share)

⁺ See chapter 19 for defined terms.

No. of securities held after change	684,441 shares, 229,531 quoted options, and the following Employee Options:
	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 150.000 20.12.2007 Employee Options ex 10c 160,000 25.6.2008 Employee Options ex 10c 160,000 11.11.2008 Employee Options ex 10c 500,000 TOTAL EMPLOYEE OPTIONS 1.270.000
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Participation in shareholder entitlements offer of 2 new shares and 1 free quoted option for every 5 shares held.

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 7 February 2006

⁺ See chapter 19 for defined terms.