Chalice Gold Mines : Change in substantial holding for AUC

Corporations Act 2001

Section 6718

IQ_ Company Name/Scheme AUSGOLD LIMITED

ACN/ARSN 140 164 496

1. Details of substantial holder(l)

Name

ACN/ARSN (if applicable)

CHALICE GOLD MINES LIMITED

116 648 956

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required. and when now required. to give a substantial holding notice to the company or scheme. are as follows:

1. Changes in relevant interests

   Particulars of each change in. or change in the nature of. a relevant interest of the substantial holder or an associate invoting securities of the company or scheme. since the substantial holder was last required to give a substantialholding notice to the company or scheme are as follows:

   Date of change	Person whose relevant interest changed	Nature of Consideration change (6) given in relation to change (7)	Class and number of securit ies affected	Person's votes affected 11,000,000 '"'""''" , n,, C:U"""""
   21 NOVEMBER 201	CHALICE GOLD MINES LTD		SHARES ISSUED AS PART OF NO -RENOUNCEABLE RIGHTS ISSUE		11,000,000 ...............-·· · .--·

2. Present relevant interests

   Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities 66,000,000 ,....,..,.., ,..v ,.,,,. r	Person's votes 66,000,000
   CHALICE GOLD OT	CHALICE GOLD MINES LTD		CHALICE GOLD MINES LTD

3. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with. the substantialholder in relation to voting interests in the company or scheme are as follows:

6. Addresses

The addresses of persons named in this form are as follows:

-

print name CATHERINE HUYNH capacity COMPANY SECRETARV

sign here date 2s I 11 I 2011

DIRECTIONS

(1} If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust). the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar.they may be referred to throughout the form as a specifically named group if the membership of each group. with the names and addresses of members is clearly set out in paragraph 6 of the form.

1. See the definition of "associate" in section 9 of the Corporations Act 2001.

2. See the definition of "relevant interest" in sections 608 and 6718(7) of the Corporations Act 2001.

3. The voting shares of a company constitute one class unless divided into separate classes.

4. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

5. Include details of:

6. any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 6718(4) applies. a copy of any document setting out the terms of any relevant agreement. and a statement by the person giving full and accurate details of any contract, scheme or arrangement. must accompany this form. together with a written statement certifying this contract. scheme or arrangement; and

7. any qualification of the power of a person to exercise.controlthe exercise of. or influence the exercise of. the voting powers or disposal of the securities to which the relevant interest relates (indicatingclearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

(7) Details of the consideration must include any and all benefits, money and other. that any person from whom a relevant interest was acquired has. or may.becom·e entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantialholder or its associate in relation to the acquisitions.even if they are not paid directly to the person from whom the relevant interest was acquired.

(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".