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

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of the members of Golden Cross Resources Ltd ("Company" or "GCR") will be held in the presentation room at SHAW Stockbroking Limited, Level 16, 60 Castlereagh St, Sydney, NSW on Friday 20 June 2003 at 10.00 am for the following business.

All of the proposed resolutions are ordinary resolutions. requiring a simple majority of votes to be cast in favour, in order to be passed.

1. Election of David Timms as a Director

"That Mr David Timms, being a Director who has elected to retire at the General Meeting, and who offers himself for election as a Director, be elected as a Director of the Company."

2. Election of Christopher Ryan as a Director

"That Mr Christopher Ryan, being a Director retiring in accordance with Rule 16.4 of the Company's Constitution, and who offers himself for election as a Director, be elected as a Director of the Company."

3. Removal of Erwin Clayton as a Director

"That Mr Erwin Clayton be removed as a Director of the Company in accordance with Rule 16.7 of the Company's Constitution."

4. Ratification of the Issue of Shares

"To ratify, for the purposes of ASX Listing Rule 7.4, the issue and allotment of the following ordinary fully paid shares in the Company, as set out below:

Dafe	No. Shares	Allottees	Price
12.12.02	3.089.475	Private investors

5. Approval for Issue of 20 Million Shares

"That the Directors of the Company be authorised, for the purposes of ASX listing rule 7.1, to issue and allot up to 20 million ordinary fully paid shares in the Company on the following terms and conditions:

• (i) the issue and allotment of the shares will be completed no later than 20 September 2003;
• (ii) the shares will be issued at a price that is the greater of:
• (A) 8 cents per share; or
• (B) at least 80% of the average market price on ASX for ordinary fully paid GCR shares over the last 5 days on which sales in the shares were recorded before the date of issue of the shares;
• (iii) the shares will be issued to investors, such as private investors or institutions, by way of a placement. The allottees, who will not be related parties, are not known at this time:
• (iv) the shares will have the same terms as the Company's existing ordinary shares; and

(v) the funds raised will be used in the pursuit of business development opportunities or for working capital purposes.

6. Approval for Issue of Shares to Investor Group

"That the Directors of the Company be authorised, for the purposes of ASX listing rule 7.1, to issue and allot up to \$300,000 worth of ordinary fully paid shares in the Company to the Challenger Investor Group Partnership ("Investor Group") on the following terms and conditions:

• (i) the issue and allotment of the shares will be completed no later than 20 July 2003;
• (ii) the number of shares issued will be calculated by reference to the issue price;
• (iii) the shares will be issued at a price equal to the weighted average market price on ASX for ordinary fully paid GCR shares over the month prior to the fodgement of a share application form by the Investor Group;
• (iv) the shares will have the same terms as the Company's existing ordinary shares; and
• (v) the shares will be issued in consideration of the 5% interest in ML 1435 at Adelong, held by the Investor Group."

7. Issue of Options to Chairman

"That the Directors of the Company be authorised, for the purposes of ASX listing rule 10.11, to issue 1 million options over fully paid shares exercisable at 15 cents by 30 November 2006 to GCR's Non-executive Chairman, Mr Christopher Ryan, on the following terms and conditions:

• (i) the allotment and issue of the options will be completed no later than 20 July 2003;
• (ii) the options will be issued for nil cash consideration;
• (iii) the purpose of the issue of options is to provide additional incentive to strive for the success of the Company, to the benefit of shareholders;
• (iv) the principal terms and conditions of the options are:
• (a) the options will expire at 5.00 pm Sydney time on 30 November 2006 ("expiry date"); (b) the options may be exercised by notice in writing
  • to the Company received at any time on or before the expiry date:
• (c) the options are not transferable:
• (d) the exercise price for each option will be 15 cents payable in cash:
• (e) each option will confer the right to take up one fully paid ordinary share in the Company;
• (f) the options will not give any right to participate in dividends, or bonus or rights issues, until shares are allotted pursuant to the exercise of options; &
• (q) the options will not be listed for official quotation on the ASX".

Further information in relation to each resolution is set out in the Explanatory Notes.

EXPLANATORY NOTES

Resolution 1 - Election of David Timms as a Director David Timms automatically ceased to be a Director after the Company's Annual General Meeting held on 27 November 2002, by virtue of section 201C of the Corporations Act, he having turned 72 prior to the AGM.

Section 201C was abolished in April 2003 and David Timms was re-appointed by the Board as Managing Director on 14 May 2003, however Directors believe, as a matter of good corporate governance, that shareholders should be given the opportunity to vote on David's election, notwithstanding that he holds the position of Managing Director and that section 201C has been abolished. David has elected to retire as a Director at the General Meeting and offers himself for election as a Director.

David has over 40 years' experience in the minerals exploration industry.

David became the Managing Director of Golden Cross Resources Ltd upon its incorporation in 1994. He founded Golden Cross Operations Pty Ltd in 1990. From 1985 to 1990 he was Exploration Manager, Cyprus Gold Corp. From 1972 to 1985 he was Manager, Amoco Minerals Australia Co.

Resolution 2 - Election of Christopher Ryan as a Director

Christopher Ryan retires as a Director in accordance with Rule 16.4 of the Company's Constitution and, being eligible, offers himself for election.

Christopher Ryan has had extensive experience in providing financial and corporate advice to mining and petroleum companies. Mr Ryan was Director, Corporate Finance Division, of Schroders Australia Limited for over 25 years. He has had extensive experience as a director and chairman of listed public companies in the mining and petroleum industries since 1988. He is the principal of Westchester Corporate Finance, a corporate advisory business with a focus on the resources sector, and a director of Pacific International Limited.

He has been Non-executive Chairman of the Company since 26 March 2003.

Resolution 3 - Removal of Erwin Clayton as a Director

Erwin Clayton was appointed as Non-executive Chairman on 14 October 2002. By resolution of the Board made on 26 March 2003 he was replaced as Chairman by Christopher Ryan and has continued in the position of Non-executive Director since that date.

Since September 2002 the Company has been the subject of initiatives instigated by a Perth stockbroker that apparently sought to effect a change in the Board control of the Company and that have caused a material disruption to the operations of the Company. Mr Clayton's nomination to the Board was the first of these initiatives. These events have threatened the harmonious functioning of the Board.

The Company makes no representations that Mr Clayton at any time acted in concert with the stockbroker concerned in relation to the initiatives.

The Directors (other than Mr Clayton) believe that the removal of Mr Clayton is in the best interests of shareholders and will enable the Board to function more effectively.

Mr Clayton has had 35 years' experience in senior management positions. His career has spanned finance, service, trading and manufacturing. He has been Managing Director of Australian public companies with extensive international operations and finance director of several multinationals and a major financial institution.

Resolution 4 - Ratification of the Issue of Shares

This resolution seeks to ratify the issue of ordinary fully paid shares in the Company made by way of a placement made at the same time as the Share Purchase Plan, and at the same issue price of 5.7 cents as shares issued under the Share Purchase Plan.

The issue raised \$176,100 for exploration work. The allottees were Kelget Enterprises Pty Ltd . Philippa McGuckin , Mesuta Pty Ltd, John Quirk, Peter Wakefield, Wakefield Investments Pty Ltd and Winlist Pty Ltd. The shares, all quoted on ASX. have the same terms as the Company's existing ordinary shares.

The Company will disregard any votes cast on Resolution 4 by any of the abovenamed allottees or their associates. However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Ratification of the issue will go towards renewing the Company's 15% new issue capacity in accordance with ASX Listing Rule 7.4.

Resolution 5 - Approval for the Issue of 20 Million Shares

This resolution seeks approval for the issue of ordinary fully paid shares in the Company in accordance with ASX Listing Rule 7.3.

Approval of the issue will allow the Company to issue up to 20 million shares, on the terms set out in the resolution, without reducing the Company's 15% new issue capacity under Listing Rule 7.1.

At 30 April the Company had approximately \$1.25 million in cash reserves. The Company has no current intention to issue the shares, however the Company is currently very active in its exploration activities and this resolution will allow the Company to issue further shares at a price of at least 8 cents per share should business opportunities be identified or market conditions be suitable.

The Company will disregard any votes cast on Resolution 5 by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, or their associates. However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form: or
• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 6 - Approval for the Issue of Shares to Investor Group

This resolution seeks approval for the issue of ordinary fully paid shares in the Company in accordance with ASX Listing Rule 7.3.

As announced to ASX on 14 June 2002, the Challenger Investor Group Partnership ("Investor Group") funded a \$300,000 programme of drilling and mullock-dump screening and sampling to increase the ore reserves and extend the life of the proposed mining operation at Adelong in return for both a 5% interest in Mining Lease 1435 at Adelong and a put option. The put option entitles the Investor Group to put its 5% interest to GCR for \$300,000 worth of shares by lodging a share application form during the period 5 June 2003 and 5 July 2003.

The shares the subject of resolution 6 will be issued in the event that the Investor Group exercises its put option.

The Company will disregard any votes cast on Resolution 6 by the Investor Group or its associates. However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Approval of the issue will allow the Company to issue the shares the subject of the put option, on the terms set out in the resolution, without reducing the Company's 15% new issue capacity under Listing Rule 7.1.

Resolution 7 - Issue of Options to Chairman

It is proposed to issue 1 million options, exercisable at 15 cents by 30 November 2006 ("Director Options") to Christopher Ryan, Non-executive Chairman.

The Company presently has 6.6 million Director Options on issue, held as follows:

Erwin Clayton, Non-executive Director, 2.0M; David Timms, Managing Director, 1.5M; Kerry McHugh, Non-executive Director 1.0M; Daven Timms, Executive Director, 1.0M; Lex Hansen, former Chairman 0.8M; Lindsay MacAlister, former Chairman 0.3M,

At the time Directors resolved to put this resolution to shareholders, GCR shares were trading at around 5 cents, thus the 15 cent exercise price for the proposed options represented a 300% increase on the then current share price.

Directors consider the options to be a necessary component of Directors' remuneration and a significant performance incentive. The options will not be issued under an employee incentive scheme.

If approval is given under listing rule 10.11, approval is not required under listing rule 7.1.

A possible disadvantage, if Resolution 7 is passed, is the dilutory effect on the Company's share price, due to the increased number of shares on issue, if the Directors were to exercise their options. This would be offset by the exercise price received by the Company for those options.

The Company will disregard any votes cast on Resolution 7 by Christopher Ryan or his associates. However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

PROXIES

To be effective, proxy forms must be received by the Company at the above address or fax number at least 48 hours before the time for holding the meeting.

A member entitled to attend and vote is entitled to appoint not more than two persons as his/her proxy to attend and vote instead of the member. A proxy need not be a member of the Company. If more than one proxy is appointed, the proxy form may specify the proportion or number of the member's votes that each proxy may exercise, but if the proxy form does not specify a proportion or number of votes then each proxy may exercise half of the member's votes.

Dated 14 May 2003 by order of the Board.

DAVEN TIMMS Company Secretary