GOLDEN CROSS RESOURCES LTD — Proxy Solicitation & Information Statement 2005

Dec 20, 2005

GOLDEN CROSS RESOURCES LTD

ABN 65 063 075 178

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

[SHAREHOLDER NAME AND BARCODE]

PROXY FORM FOR 2006 GENERAL MEETING

I/We, the abovenamed, appoint (*) ...................................

or in his/her absence (*) ...................................

of (address)...................................

or in his/her absence the CHAIR (**) of the meeting as my/our proxy to vote on my/our behalf in respect of

ALL or .................................. Friday 20 January 2006 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.

If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place an "X" in the box to the right.

By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the resolutions and that votes cast by the Chair of the meeting for those resolutions other than as proxy holder will be disregarded because of that interest.

If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority of a poll is called on the resolution.

Notes:

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

** The Chair of the meeting intends to vote in favour of all resolutions in respect of undirected proxies 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
Approval for the issue of shares and options under prospectus and underwriting
Approval for the issue of shares and options to the Chairman
Approval for the issue of shares and options to a Director

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 form, 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 by 4.00 pm on Wednesday 18 January 2006.

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