GOLDEN CROSS RESOURCES LTD — Proxy Solicitation & Information Statement 2003

May 20, 2003

GOLDEN CROSS RESOURCES LTD

ABN 65 063 075 178

22 Edgeworth David Ave Hornsby NSW 2077 Phone (02) 9482 8833 Fax (02) 9482 8488

PROXY FORM FOR GENERAL MEETING

IMe ....................................

appoint (*) ...................................

...................................... CHAIRMAN(**) of the meeting as my/our proxy to vote on my/our behalf in respect of ALL or

...................................... 10.00 am on Friday, 20 June 2003 and any adjournment of that meeting.

I/we direct my/our proxy to vote in respect of each resolution to be considered as indicated with an "X", and to vote or abstain in respect of a procedural resolution as my/our proxy thinks fit.

Alternatively, I/we have marked the box below with an "X" to indicate that I/we do not wish to direct my/our proxy how to vote, and acknowledge that the Chairman may exercise my/our proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

Motos:

* A proxy need not be a member of the Company.

** The Chairman intends to vote in favour of all resolutions on which proxies are given to him.

*** A member entitled to attend and vote may appoint not more than two proxies. Separate forms must be used for each proxy. Each proxy must be appointed to represent a specified proportion or number of the member rights by inserting the relevant proportion or number of shares each proxy may vote. If the proxy form does not specify a proportion or number of votes then each proxy may exercise half of the member's votes.

	Resolution	For	Against	Abstain
$\mathbf{1}$ .	Election of David Timms as a Director
2.	Election of Christopher Ryan as a Director
3.	Removal of Erwin Clayton as a Director
4.	Ratification of the issue of shares
5.	Approval for the issue of 20 million shares
6.	Approval for the issue of shares to Investor Group
7.	Issue of options to Chairman

If no direction is given, I/we authorise my/our proxy to vote or abstain as my/our proxy thinks fit in respect of each resolution to be considered by the meeting and any adjournment of the meeting.

Dated ....................................

Signature ....................................

To be valid, this proxy, together with the power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority, must be deposited at the registered office of the Company or faxed to (02) 9482 8488 so that it is received by the Company by 10.00 am on Wednesday 18 June 2003.

Copies of this proxy form may be obtained by telephoning GCR's office, phone (02) 9482 8833.