GOLDEN CROSS RESOURCES LTD — Share Issue/Capital Change 2003

Jul 29, 2003

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

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 1/7/96. Origin: Appendix 5. Amended 1/7/98. 1/9/99. 1/7/2000. 30/9/2001. 11/3/2002. 1/1/2003.

Name of entity

GOLDEN CROSS RESOURCES LTD

ABN

ABN 65 063 075 178

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be issued

Ordinary fully paid shares.

$\overline{2}$ Number of *securities issued or to be issued (if known) or maximum number which may be issued

66,000 shares issued to the trustee under the Golden Cross Resources Employee Share Acquisition Scheme.

Quotation of the shares is sought.

Principal terms of the +securities (eg, if 3 options, exercise price and expiry date: if partly paid *securities, the amount outstanding and due dates for payment; if *convertible securities, the conversion price and dates for conversion)

Ordinary shares.

⁺ See chapter 19 for defined terms.

4	Do the + securities rank equally in all respects from the date of allotment with an existing + class of quoted + securities? If the additional securities do not rank equally, please state: the date from which they do ۰ the extent to which they participate ۰ for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank ۰	Yes, the shares will rank equally with existing ordinary shares.
	equally, other than in relation to the next dividend, distribution or interest payment
5	Issue price or consideration	5 cents per share (rounded three-month weighted average GCR share price, in accordance with Golden Cross Resources Employee Share Acquisition Scheme approved by shareholders).
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Issue of 66,000 shares to the trustee, at 5 cents per share, under the Employee Share Acquisition Scheme approved at the 2002 AGM in order to assist with motivating employees and preserving the Company's cash reserves.
7.	Dates of entering + securities into uncertificated holdings or despatch of certificates	30 July 2003.
		*Class Number
8	Number and + class of all +securities quoted on ASX (including the securities in clause 2 if applicable)	137,442,112	Fully paid Ordinary Shares
9	Number and + class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)	Number 220,000 205,000 230,000 335,000 320,000 315,000 325,000 325,000 355,000 370,000 3,000,000 7,600,000 1,250,000	*Class 19.12.2003 Employee Options ex 10c 12.7.2004 Employee Options ex 10c 18.12.2004 Employee Options ex 10c 26.6.2005 Employee Options ex 10c 22.12.2005 Employee Options ex 10c 27.6.2006 Employee Options ex 10c 21.12.2006 Employee Options ex 10c 28.6.2007 Employee Options ex 10c 20.12.2007 Employee Options ex 10c 25.6.2008 Employee Options ex 10c TOTAL EMPLOYEE OPTIONS 30.11.2006 Director Options ex 15c 01.01.2006 Options ex 12.5c

⁺ See chapter 19 for defined terms.

$10$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Dividend policy applies to increased share capital.

Part 2 - Bonus issue or pro rata issue

$N/A$

• $11$ Is security holder approval required?
• $12^°$ Is the issue renounceable or nonrenounceable?
• Ratio in which the ⁺securities will be $13$ offered
• $14$ ⁺Class of ⁺securities to which the offer relates
• 15 ⁺Record date to determine entitlements
• Will holdings on different registers (or 16 subregisters) be aggregated for calculating entitlements?
• Policy for deciding entitlements in relation $17$ to fractions
• Names of countries in which the entity 18 has *security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

• 19 Closing date for receipt of acceptances or renunciations
• 20 Names of any underwriters
• 21 Amount of any underwriting fee or commission
• 22 Names of any brokers to the issue
• 23 Fee or commission payable to the broker to the issue

$+$ See chapter 19 for defined terms.

Appendix 3B New issue announcement

24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders
25	If the issue is contingent on "security holders' approval, the date of the meeting
26	Date entitlement and acceptance form and prospectus will be sent to persons entitled
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
28	Date rights trading will begin (if applicable)
29	Date rights trading will end (if applicable)
30	How do *security holders sell their entitlements in full through a broker?
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?
32	How do +security holders dispose of their entitlements (except by sale through a broker)?
33	*Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities (tick one)

$(b)$

$(a)$ Securities described in Part 1

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

$+$ See chapter 19 for defined terms.

Additional securities forming a new class of securities

(If the additional securities do not form $\overline{a}$ new class, go to 43)

Tick to indicate you are providing the information or documents

-35		If the "securities are "equity securities, the names of the 20 largest holders of the additional securities, and the number and percentage of additional securities held by those holders
-36		If the "securities are "equity securities, a distribution schedule of the additional "securities setting out the number of holders in the categories $1 - 1.000$ $1.001 - 5.000$ $5.001 - 10.000$ 10,001 - 100,000 100,001 and over
-37		A copy of any trust deed for the additional *securities
Entities that have ticked box 34(b)

• 38 Number of securities for which ⁺quotation is sought
• Class of *securities for which quotation 39 is sought
• 40 Do the ⁺securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate $\bullet$ for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• Reason for request for quotation now 41

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security).

$+$ See chapter 19 for defined terms.

		Number	+ Class
42	Number and + class of all + securities
	quoted on ASX (including the securities
	in clause 38)

Quotation agreement

• $\mathbf{1}$ *Ouotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the *securities to be quoted complies with the law and is not for ٠ an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any $+$ securities to be quoted and that no-one has any right to return any $+$ securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the $+$ securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the "securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
• $\overline{\mathbf{3}}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before ⁺quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Date: 30.07.2003 Sign here: . . . . . . . . . . . . . . . . . . . .

Print name: DAVEN TIMMS, Company Secretary

______________________________________

$+$ See chapter 19 for defined terms.