GOLDEN CHALICE RESOURCES INC.

For the Year Ended April 30, 2009

The following management discussion and analysis has been prepared as of August 24, 2009. The selected financial information set out below and certain comments which follow are based on and derived from the financial statements of Golden Chalice Resources Inc. (the "Company" or "Golden Chalice") for the year ended April 30, 2009 and should be read in conjunction with them.

Forward Looking Information

Certain statements contained in the following Management?s Discussion and Analysis constitute forward looking statements. Such forward looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from actual future results and achievements expressed or implied by such forward looking statements. Readers are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date the statements were made. Readers are also advised to consider such forward looking statements while considering the risks set forth below.

General

Golden Chalice is a Canadian listed public company with its shares traded on the TSX Venture Exchange under the symbol "GCR" as a Tier 2 company.

Golden Chalice is a junior exploration company with no revenues from mineral producing operations. Activities include acquiring mineral properties and conducting exploration programs. The mineral exploration business is risky and most exploration projects will not become mines. The Company may offer to a major mining company the opportunity to acquire an interest in a property in return for funding by the major mining company, of all or part of the exploration and development of the property. For the funding of property acquisitions and exploration that the Company conducts, the Company does not use long term debt. Rather, it depends on the issue of shares from the treasury to investors. Such stock issues in turn depend on numerous factors, important among which are a positive mineral exploration climate, positive stock market conditions, a company?s track record and the experience of management.

Overall Performance

During the period the Company announced more results from the infill drilling program in 2008 and completed additional drilling in early 2009 on its Langmuir Property in Ontario. The drill programs consist of infill drilling to further define the Langmuir Discovery Zone as well as deep drilling of deep-seated VTEM conductors identified by previous airborne geophysical surveys and MMI soil chemistry anomalies.

Highlights of the 2008 drill program made available during the period include:

1. 2.75% nickel over a drilled width of 24.4 meters;
2. 2.90% nickel over a drilled width of 2.80 meters;
3. 1.51% nickel over a drilled width of 9.75 meters.

The infill drilling has confirmed the near surface presence and strong continuity of Nickel mineralization along strike and at depth of the original discovery drill hole. The 2009 drill program discovered additional new nickel mineralized zones.. The first hole of the 2009 drilling program intersected a massive sulphide zone with high grade nickel about 1.5 km east of the Langmuir Discovery Zone. This hole intersected 3.34% nickel over 0.9 meters from 373.50 to 374.40 meters. The interval includes a 20-cm massive sulphide section grading 11.35% nickel, 0.6% copper and 1.46 g/t combined platinum/palladium. The discovery of this new zone supports the potential for multiple nickel zones on the large L-shaped Langmuir Property that stretches for about 30 km north-south and over 20 km east-west.

During the quarter the Company spent $41,121 on acquisition costs and $696,834 on exploration expenses, of which $306,831 was spent on geological services and $270,689 was spent on drilling. Most of the exploration expenses, $484,248, were spent on the Langmuir property.

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During the period the Company also completed an extensive evaluation of its property portfolio as part of its effort to conserve cash and focus resources on key projects. The Company has renegotiated more than half of the outstanding option agreements and terminated eight projects during the period: Coulson, Cheavers, Dokis, Farr, Kidd, Kimberly, Meteor Lake and Tower.

Risks and Uncertainties

The Company?s business is highly uncertain and risky by its very nature. Success is totally dependent on the knowledge and expertise of its management and employees and their ability to identify and advance attractive exploration projects and targets from grass roots to more advanced stages. The Company is fortunate to have attracted highly qualified individuals with superior track records through a number of exploration successes.

Regulatory standards continue to change making the review process longer, more complex and therefore more expensive. Even if an ore body is discovered, there is no assurance that it will ever reach production. While it is impossible to eliminate all of the risks associated with exploration and mining, it is management?s intention to manage its affairs, to the extent possible, to ensure that the Company?s assets are protected and that its efforts will result in increased shareholder value.

ONTARIO PROPERTIES

Langmuir Property (Nickel Target)

The 100% owned Langmuir property includes over 20 km of ultramafic and mafic flows and sills favourable for hosting nickel, copper and platinum group mineralization (pgm). The entire property has been flown by the VTEM airborne system with more than 20 separate clusters of airborne EM anomalies being identified. In May 2007, the company began testing each cluster of anomalies with one hole each. The first hole in the sixth cluster intersected 72.5 m of core averaging 1.14% nickel with 0.11 g/t platinum and 0.26 g/t palladium. Drilling since that time has confirmed 3 nickel zones (A,B and C) in the discovery area. The property is largely covered by overburden or swamp which is one of the main reasons why nickel discoveries have never been made in this area. New airborne geophysical surveys and soil sampling techniques are allowing the company to see through the overburden to identify potential nickel deposits in the bedrock.

The road accessible Langmuir Property is located about 35 km south of Xstrata?s Kidd Creek Metallurgical site in Timmins, Ontario and about 10 km east of Liberty Mines nickel mill in Langmuir Township. The Kidd Creek site has a nickel mill for concentrating ore from Xstrata?s Montcalm nickel mine located over 90 km west of Timmins. The Montcalm mine was closed in April and the Kidd mill is idle without nickel ore for processing

The discovery drill hole (hole GCL07-06) intersected a strongly mineralized nickel, copper, and pgm zone occurring within an altered peridotitic komatiitic flow. Nickel mineralization is associated with disseminated, fracture filling, and blebs of sulphides throughout the 72.50 metre core length. Higher values of up to 5.7% nickel occur when sulphide concentrations increase to 30 or 35%. The following table displays weighted average summaries for the mineralized intersection.

From (m)	To (m)	Core Length (m)	Ni (%)	Cu (%)	Co (%)	Pt (g/t)	Pd (g/t)
Zone	99.50	172.00	72.50	1.14	0.08	0.02	0.11	0.26
including	116.90	130.00	13.10	1.74	0.12	0.02	0.20	0.47
and	149.50	167.00	17.50	2.23	0.22	0.04	0.20	0.50

Drilling to date on the Langmuir nickel discovery has established three parallel nickel bearing zones (A, B, C). The A and B zones appear to merge and separate from one another. They range in true width from 3 to over 20 metres and have been followed along strike for 200 metres and to a vertical depth of 250 metres. The A zone comes to surface with only 3 to 10 metres of overburden cover. The C zone is 3 to 10 metres in true width and is only intersected at depth. Thus far the deepest intersection is at about 375 metres below surface. All 3 zones are open at depth. The zones dip subvertically to the north and may roll and dip toward the south according to geophysics.

With regard to other potential areas on the property, the company is using state-of-the-art airborne geophysical surveys, soil geochemical sampling and modelling programmes to identify new targets for testing.

Geophysical surveys and modelling programmes have identified anomalous areas on strike with the discovery zone and at depth that remain to be fully tested. The anomalies occur in an arcing trend that wraps around the

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Shaw Dome. This geological environment bears a striking similarity to Kambalda nickel ore deposits and host rocks that are localized along the flanks of the Kambalda Dome in Western Australia. Nickel ore deposits in the Kambalda camp often occur in groups or clusters. For example, 12 nickel deposits occur within an ultramafic flow unit of approximately 8 km by 4 km in area. Golden Chalice is testing clusters of airborne anomalies on its Langmuir Property that occur within similar types of ultramafic flows. The ultramafic flow package is over 20 km long and up-to 4 km wide on the Langmuir Property. Therefore, the potential exists on the Langmuir Property to have one or more clusters or groupings of Kambalda style nickel deposits.

Western Mining Corp. (WMC) was one of the first companies to explore and develop Kambalda nickel deposits in the late 1960s. By the late 1990s, WMC was still mining and reportedly producing up to 35,000 tonnes of nickel annually from its? Kambalda operations alone. This equates to about 77 million pounds of nickel per year.

In addition to drilling, and of significant importance, are the results of recent new modelling done by Golden Chalice's geophysicist on the airborne VTEM survey data. The initial assessment of the VTEM survey data resulted in the drilling of the discovery hole in May 2007. The new assessment of the VTEM data, using a proven computer modelling technique, has accurately identified the size of the discovery zone and the potential for similar mineralization at depths below previous drilling. This modelling software has been successfully employed in the Australian Kambalda mining district for well over a decade by Csiro and Macquary University, and has been further supported by international mining companies such as Western Mining, BHP and Anglo-American.

The new modelling has detected numerous large conductive bodies at depth that have geophysical signatures similar to the discovery zone. The conductive bodies occur at depths of over 300 metres beneath the discovery zone. They can be traced for over two kilometres along strike and remain open along strike and at depth.

Drilling in early 2009 tested the potential for additional Kambalda style deposits using targets identified by the geophysical modelling to guide the drilling. The first hole of the drill program tested the W2 geophysicaL target and intersected a massive sulphide zone with high-grade nickel about 1.5 km east of the Langmuir Discovery Zone. The hole intersected 3.34% nickel (Ni) over 0.9 meters from 373.50 to 374.40 meters. The interval includes a 20-cm massive sulphide section grading 11.35% nickel, 0.6% copper and 1.46 g/t combined platinum/palladium.

Management is pleased with the results of infill drilling in the discovery zone area and the new W2 discovery on strike. Over 60 drill holes on the initial discovery area have confirmed the near surface presence and strong continuity of nickel mineralization along strike and at depth for the A,B and C zones. The new W2 nickel discovery located 1.5 km east of the A,B and C zones supports the potential for multiple deposits similar to the multiple deposits that exist in the Kambalda Nickel mining area of Australia.

Geophysics suggests the A,B and C zones continue at depth and these areas needed to be drill tested. In addition, drilling is required to further evaluate the new W2 nickel discovery and to test the potential for nickel deposits along the over 25 km of favourable geology on the Langmuir property.

ABITIBI EAST

Abitibi East Property (Copper, Zinc, Silver, Gold Target)

The 100% owned Abitibi East Property is situated 75 kilometres northeast of Timmins, Ontario in a volcanogenic massive sulphide (VMS) environment with anomalous copper and zinc occurrences. The size of the initial property has been greatly expanded through option agreements and staking as exploration work demonstrated increased potential on strike.

The property is accessible by road and is approximately 65 km east of Xstrata?s zinc processing metallurgical facility in Timmins, Ontario. The exploration target is Kidd Creek style mineralization. The Kidd Creek VMS deposit (117,547,200 tonnes with 2.2% copper, 7.25% zinc, 0.28% lead, 147.43 g/t silver) is located 85 km west of the property.

Initial drilling in 2005 confirmed the VMS potential, intersecting 1.25% zinc, 0.13% lead, and 0.04% copper over 4.5 metres of core length. Systematic follow-up drilling during 2006 and 2007 continued to intersect favourable mineralization. The results also suggest that zinc mineralization is increasing in tenor at depth. For example, hole GCAE-07-02. intersected 1.59% zinc, 0.41% lead, and 0.02% copper over 12.10 metres of core length from 391.5 to 403.6m. The next hole (GCAE-07-16) drilled on the same section to test at depth below the GCAE-07-

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02 mineralization intersected 2.00% zinc, 0.55% lead, and 0.01% copper over 10.0 metres of core length from 668 to 678 metres, within a longer intercept of 1.61% zinc, 0.38% lead, and 0.02% copper over 20.9 metres of core length from 668 to 688.9 metres. This larger and more mineralized zone is more than 300 metres down dip of the zone in hole GCAE-07-02.

To date, a consistent horizon of stringer and disseminated zinc, copper and lead mineralization with anomalous silver has been identified spanning a strike length of approximately 2.0 kilometres. Geological, geochemical (MMI), and geophysical (VTEM and IP) information have been used to target and identify areas for testing mineralization at depth.

Dr. George Hudak, an Associate Professor at the University of Wisconsin-Oshkosh and researcher on the relationships between volcanology, hydrothermal alteration and VMS deposits, has assisted Golden Chalice?s geologists in the recognition of lithologies and alteration at the Abitibi East Property. Dr. Hudak has used lithogeochemistry (rock chemistry) and petrographic studies (microscope analysis of rock) to help vector (target) in on felsic domes and potential synvolcanic fault zones which are often associated with VMS deposits. His assessment suggests that the zinc and copper mineralization has been remobilized and additional exploration is required along strike or at depth to identify the source, such as a VMS deposit.

In May 2008, geologists with the Ontario government announced age dating results of core from the Abitibi East project. Their work indicates that the Abitibi East rocks are of the same time period as the Kidd Creek Deposit. This information combined with Dr. Hudak?s assessment lead the company to expand its? land holdings to the east and west. This expansion included staking crown land and optioning the Warden, Rayner Lake and Creek Properties.

The expanded land package includes areas favourable for both VMS and gold deposits. For example, in February 2009, Explor Resources announced they intersected 142.26 grams/tonne gold over 3 metres on the Lynx zone. The Abitibi East property surrounds the Explor Property on 3 sides and is on strike with the trend of the Lynx Zone gold mineralization.

The large Abitibi East Property provides potential for world class VMS deposits such as the Kidd Creek copper-zinc-silver deposit as well as gold deposits. The entire property has been flown with the VTEM airborne survey. Historical and new data is being compiled to identify target areas for more detailed work to test for gold, copper, zinc and silver by drilling.

TIMMINS WEST

Timmins West - Radio Hill Property (Gold, Nickel, Copper, Zinc, Silver, Diamonds and Iron Ore Targets)

In March 2006 Golden Chalice announced the completion of an extensive VTEM airborne survey over the Company?s 100% owned Timmins West property, located approximately 80 km by road southwest of Timmins, Ontario. The Timmins West property covers highly prospective geology with significant base metal, precious metal, and diamond potential.

The VTEM survey has outlined exceptional electromagnetic and magnetic targets in areas with favourable geology and structures for hosting Kidd Creek style massive sulphides, Timmins and Kirkland Lake vein and porphyry hosted gold deposits, and nickel deposits in ultramafic sills and flows. This relatively new airborne technology can identify exploration targets near surface and at depths of over 300 metres. Special processing of the geophysical data has also discovered numerous circular magnetic features that occur at surface and continue to depth. This type of anomaly is similar to the geophysical signature of kimberlite pipes that could host diamonds.

The undeveloped mineral potential for this area came to light in 2005 after Golden Chalice reviewed government data, including information generated by the Ontario and Federal governments? jointly funded "Discover Abitibi Initiative".

Golden Chalice has subsequently staked more than 19,000 acres of land. Part of this sizable land package also covers the entire nose of a major regional fold structure with ultramafic and mafic volcanics, sedimentary rocks, and felsic porphyries analogous in geology and structure to that of the Timmins gold camp. The Timmins camp has produced more than 60 million ounces of gold.

Golden Chalice has increased it?s land holdings since first staking and optioning the Winross Property in 2005. In 2008 the Company optioned the adjacent Porphyry Property and Radio Hill Property. The Porphyry Property has

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a large circular magnetic anomaly that may represent a sulphide rich porphyry proximal to the west extension of the Destor Porcupine Fault Zone that is associated with gold mineralization in Timmins. The Radio Hill Property is similar to the Timmins West Property as it has potential to host nickel, copper, zinc and gold mineralization. Radio Hill also has an historical non-compliant 43-101 resource for an iron-ore deposit on the property that was done in the early 1960s. At that time it was estimated by drilling and bulk sampling that the property has over 326 million tons grading 25.58% soluble iron.

The magnetite rich iron formation forms a topographical high and is reported to cover an area over two kilometres long with a maximum width of about 500 metres. Historical drilling tested the iron to a vertical depth of only 400m. Mineralization is reported to continue to depth. Additional untested iron mineralization also occurs on the Company?s adjacent Timmins West Property.

Golden Chalice drilled one hole into the Radio Hill iron-ore formation to assist in evaluating historical data relating to the iron occurrence, and to move forward with additional information for seeking possible partners to develop the resource.

Timmins West - Radio Hill Property is a large road accessible land package covering favourable geology for hosting gold, nickel, copper, zinc, silver, diamonds and iron-ore deposits. The entire property has been flown with the VTEM airborne survey that has identified many target areas for testing. Historical and new data will be used to identify and prioritize targets for trenching and drilling.

SHILLINGTON

Shillington Property (Gold and Copper Target)

The 100% owned Shillington Property is situated in a favourable syenite porphyry environment with reported gold occurrences. The road accessible property is located 16 kilometres south of the Matachewan gold camp and 65 kilometres from the prolific Kirkland Lake gold camp producing in excess of 38 million ounces of gold from syenite porphyry intrusions. In 1911, gold and silver surface showings on the property prompted small-scale underground exploration development and subsequent follow up work in 1939.

Documentation is virtually non-existent with the exception of crude surface trenching, underground maps and letter correspondence from 1939 describing spectacular visible gold occurrences absent of assay or supporting data. In 1953 and 1959 area prospectors completed trenching, pits and a 40 ft. shaft on gold occurrences they found. Of note at that time was a 26 ft. long pit yielding grab assays as high as 58 g/t gold. No other work was filed.

Drilling on the Shillington Property has encountered geology similar to rock units described as hosting gold in 1911. An historical report indicates a number of gold silver occurrences were found at the turn of the century, including one report of 1.25 oz/t Au and 20 oz/t Ag over 30 feet at the Lavigne workings. The exact location of the Lavigne workings was not recorded. The gold mineralization is reported to occur within syenites and sediments beneath diabase. Golden Chalice drilling encountered minor chalcopyrite (copper) within hematite altered sediments beneath flat diabase dykes. Other holes intersected numerous silicified and carbonate altered shears zones or breccias within diabase and sediments. One hole also encountered disseminated chalcopyrite within narrow granite dykes cross-cutting sediments. Although some drill sections returned anomalous copper values, gold was not encountered. However, prospecting has discovered quartz stockwork with disseminated chalcopyrite in sediments approximately 4 kilometres south of the drilling. A grab sample returned anomalous copper and gold.

Computer modeling and interpretation of Geotech?s airborne magnetic survey data have identified circular ring like structures and possible intrusive like features at depth below 200 metres. If present, the intrusive bodies could be the source of mineralizing fluids that produced the copper breccia zones discovered by drilling. One breccia zone returned a value of 1.50% Cu over 10.30 metres in drill hole GCSH05-8, including 1.98% Cu over 3.4 metres. Another hole in the same breccia, GCSH05-14 intersected 2.0% Cu over 6.0 metres. In addition, the newly discovered breccia with anomalous copper and gold was discovered in the area of one of the ring structures. GCR is assessing the possibility of testing one of the targets at depth for potential porphyry style copper-gold or IOCG (iron-oxide-copper-gold) mineralization.

This new discovery occurs within an area underlain by the Round Lake Batholith that has had limited exploration. The new mineralized copper zones are open along strike and at depth. Ground geophysics and historical data indicate the potential for multiple parallel copper and/or gold systems on the property. Additional surface work

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followed by trenching and drilling will be required to locate historical references to gold mineralization and to test the potential for an IOCG type of deposit at depth.

Brinklow Property (Gold Target)

The 100% owned Brinklow Property is road accessible and located two kilometres north of Long Lac, Ontario. The property is cross-cut by the Burrows River Deformation Zone (BRDZ). The BRDZ is similar to the Bankfield Tombill Deformation Zone which hosts the Geraldton gold camp and trends parallel to the BRDZ, approximately 16 km to the south. To date, exploration work on the Property has been brief but successful. In 1986, a 500 m airborne EM anomaly was identified with coincident surface VLF and gold geochemical anomalies. Small pits and surface grab samples by prospectors returned several high grade gold values of up to 82 g/t. Soil geochemical anomalies have been as high as 880 ppb gold.

Only two historical drill holes have tested two surface VLF anomalies with one drill hole intersecting a 7m section of semi-massive to massive pyrhotite with quartz veining. Within this section a 9 g/t gold assay over 1.5 m was obtained. Ground geophysics and soil geochemical surveys have been completed on the property. Recent and historical data will be used to define gold targets for trenching and drilling.

OTHER ONTARIO PROPERTIES

Row Lake Property (Copper, Gold Targets)

The Row Lake property is located approximately 20 kilometres north of Larder Lake, Ontario. It is accessed by an all-weather gravel road off of Highway 66. The property is underlain by andesite, gabbro, rhyloite and volcanicclastic rocks. A series of faults cross the property.

Ground geophyscis and soil geochemical surveys have identified large areas with mineral potential. Drilling to date has intersected altered intermediate volcanics with significant sulphide content and anomalous copper or gold over narrow sections. The geology suggests potential for a Volcanogenic Massive Sulphide. Additional assessment of geophysical data is needed to define targets for drilling.

Northland Mine Property (Gold Target)

Golden Chalice acquired an option to earn a 100% interest in the Northland Mine Property, located in the Gauthier Township, Ontario just north of the Upper Canada Mine and the town of Dobie. It can be accessed by all weather roads and a high voltage power line.

The Northland Mine was first explored in 1922 by Northland Gold Mines Limited. At that time they sank a 1,020 foot shaft and established levels at 250 foot intervals. Operations came to halt in 1929. In 1940 the property was again explored by Northland Mines (1940) Ltd., who conducted considerable diamond drilling and trenching. Numerous zones were outlined, but not followed up. Ground geophysics has been completed on the property. Compilation of historical data nd current work is required to develop targets for trenching and drilling.

Doon and Rankin Properties (Gold, Copper, Zinc Target)

The Doon and Rankin Properties are located in Rankin Township, approximately 12 kilometres west of the town of Matachewan. They are accessible by an all-weather road. The properties are underlain by Archean volcanics exposed in a window through Huronian conglomerates. Pillowed lavas interbedded with tuffaceous units appear to strike northeasterly and dip steeply. There are quartz veins enclosed in pyritic chloritic schists up to 20 feet wide in volcanics on the Rankin Property. In the 1970s, a grid was cut on the south portion of the Doon property and soil sampling was completed. The results of this soil sampling showed up to 575 parts per billion gold.

The properties have been flown with a VTEM airborne geophysical survey. Anomalous areas need to be followed up with ground prospecting, mapping and/or soil surveys prior to identifying targets for trenching or drilling.

Zavitz Property (Gold, Copper Target)

The Company acquired a 100% interest in the Zavitz Property, located in the Hincks Township, Ontario, approximately 45 kilometres southeast of Timmins, Ontario.

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Copper and gold mineralization was first discovered on the Zavitz Property in the early 1970s. Historical trenching and channel sampling indicate that native copper and chalcopyrite occur over a large area in folded mafic volcanics. The property has potential to host volcanogenic copper-zinc-gold sulphide mineralization. Mapping and sampling of the historical showings is needed to assess the mineral potential of the occurrence.

Ellen Creek Property (Gold Target)

The Ellen Creek Property is situated 50 kilometres north of Wawa Ontario within the Mishibishu Lake greenstone belt and Pukaskwa batholith approximately 3 kilometres northeast of the Magnacon gold mine. The Property has no historical recorded exploration work. Prospecting has identified an 800 m, northeast trending shear structure, transgressing underlying volcanics and batholith lithologies with significant gold mineralization. Prospecting has rendered grab samples of up to 20.3 g/t gold. Coincident alteration and mineralization is favourable including chlorite-sericite schist with quartz veining, chalcopyrite, pyrite and galena. Prospecting and follow up ground geophysics, has not identified a specific target for drilling. The land package has been reduced with the possibility of testing the structure beneath the showing. .

Coulson Property (Gold Target)

The Company has completed an initial valuation and terminated its option agreement related to the Coulson property as of December 10, 2008.

Dokis Property (Copper, Zinc, Gold Target)

The Company has completed an initial valuation and terminated its option agreement related to the Dokis property as of December 8, 2008.

Kidd Property (Copper, Zinc, Silver Target)

The Company has completed an initial valuation and terminated its option agreement related to the Kidd property as of December 10, 2008.

Kimberley Property (Kimberlite Target)

The Company has completed an initial valuation and terminated its option agreement related to the Kimberley property as of December 4, 2008.

Farr Property (Iron-Oxide, Copper, Gold Target)

The Company has completed an initial valuation and terminated its option agreement related to the Farr property as of December 8, 2008.

NEW BRUNSWICK PROPERTIES

Carboniferous Property (Zinc, Lead, Silver, Copper Target)

Golden Chalice has an option to earn a 100% interest in the property near Bathurst, New Brunswick. The claims were staked based on an assessment of the potential of the Bathurst district. The study concluded that one of the areas least explored and highly favourable for hosting a massive sulfide deposit are the Ordovician rocks under younger Carboniferous rocks to the east of the world class Brunswick mine. A structural analysis of the Bathurst district lead to the staking of three areas totaling 620 claims based on an interpretation of a spatial relationship between linear trends and sulfide deposits.

The Bathurst base metal mining district is host to over 45 volcanogenic massive sulfide deposits including the world class Brunswick #12 zinc, silver, lead, copper deposit. Brunswick #12 is expected to cease production in four to six years. The mine has produced more than 90 million tonnes of ore grading approximately 8.8% Zn, 3.5% Pb, 99.9g/t (3 Oz/t) Ag and 0.34% Cu/tonne. There was significant production as well from the Wedge Mine, Brunswick #6, Heath Steele B zone, Heath Steel ACD zone, Stratmat zones and the Caribou deposit. Gossans overlying the Caribou and Murray Brook massive sulfide deposits were mined for their gold content as well. Reported data indicates that more than 130 million tonnes of ore have been produced from all mines in the Bathurst camp since the first discovery of base metals in the 1950s.

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All deposits are located within Lower to Middle Ordovician sequences of bi-modal volcanic rocks and intercalated metasedimentary rocks. Sulfide deposits are commonly sited at or near the interfaces of felsic volcanic and metasedimentary rocks. Most of the deposits discovered have been sub-outcropping.

The Bathurst Mining camp comprises five rock groups: the Miramichi, Sheephouse Brook, Tetagouche, California Lake and Fournier Groups. Although all three groups contain massive sulfide deposits the majority of the deposits (31 of 45) are located in the Tetagouche Group.

Most of the sulfide deposits were discovered through follow-up of airborne geophysics during the period 1952-1960. Several deposits have been discovered in recent years as a result of re-analysis, re-interpretation and prospecting of favorable areas.

It has long been recognized that the least explored portion of the Bathurst mining district is situated to the east of the Brunswick #12 Mine and extends under a flat dipping Carboniferous basin comprised of sedimentary rocks. Although it was known that the favourable Tetagouche Group geology extends beneath the cover rocks, the nature of these rocks rendered it impossible for conventional electromagnetic techniques to locate conductors below the Carboniferous cover. Over the years numerous companies including BHP, Noranda, Hudson Bay and others had all tried airborne geophysics without success in this 70 kilometers long, highly prospective area that has been barely examined with less than a few dozen drill holes.

Until recently, tools were not available for deep search exploration in the district. The relatively new VTEM airborne system can penetrate to depths of over 300 metres. Golden Chalice has flown the property with the VTEM airborne geophysical survey. Selective drill testing of a few airborne anomalies have identified a potential favourable geological horizon for hosting lead, zinc, silver mineralization. Additional drilling will be needed to test for mineralization beneath the Carboniferous rocks that cover the favourable Ordovician rocks.

Portage Lakes Properties (Zinc, Lead, Silver, Copper Target)

Golden Chalice has an option to earn a 100% interest in the property in the Portage Lakes area of the Bathurst base metal mining district. The Portage Lakes property hosts a zinc-lead sulfide zone that is open along strike and to depth. Mineralization was encountered over a strike length of 1200 feet in previous drilling during the late 1970s by Placer Dome Inc. Intercepts include 2.3% zinc over 46.9m of core length.

In addition, Golden Chalice has acquired, by staking, 74 claims in two claim groups in the Portage Lakes area. One property, located to the immediate north of the Portage option, includes unsourced zinc-lead geochemical anomalies proximal to favourable stratigraphy. The second claim group, also located in the Portage Lakes area, is situated between the former producers (Restigouche Mine and the Murray Brook Mine). A total of approximately 10 km of favourable stratigraphy is now encompassed by the Golden Chalice claims.

The VTEM airborne geophysical survey has been flown over the entire property. Drilling in 2006 on one target area intersected an exceptionally thick sequence of iron sulphides in fractured and brecciated felsic volcanics and sediments that may be proximal to a volcanic vent and Bathurst style zinc-lead-silver mineralization. Zinc and lead sulphide mineralization in the Portage part of the Bathurst Mining Camp often occur beneath or adjacent to a graphitic zone. The 2006 hole drilled through a wide graphitic zone from 154m-242m before entering into a stockwork sulphide zone from 242m to the bottom of the hole at 303m. This 61m intersection consists of 10% to 40% iron sulphides (pyrite, pyrrhotite) occurring as veins, fracture, breccia and hyaloclastite infilling in felsic volcanics and sediments. Chlorite content increases toward the bottom of the hole. Magnetite clasts are also present near the bottom of the hole. The magnetite clasts may indicate proximity to a volcanic vent where massive zinc, lead and silver could be present. The hole stopped in the stockwork zone and the true thickness of the zone is unknown. This new zone is located in a part of the property that has never been explored.

This was the first hole in a 600m long VTEM airborne electromagnetic and magnetic target. The Portage Property has over 35 airborne VTEM targets that have not been tested. Additional drilling is required to test the 600 m long anomaly as well as other targets on the Portage Property.

Cheavers Lake, New Brunswick (Base Metal, Porphyry and Precious Metals)

The Company has completed an initial valuation and has terminated its option agreement related to the Cheavers Lake property as of November 26, 2008.

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Tower Property, New Brunswick (Zinc, Lead, Silver, Copper Target)

The Company has completed an initial valuation and has terminated its option agreement related to the Tower property as of October 18, 2008.

UNITED STATES PROPERTY

UKE/Aphro Properties – Nevada (Gold Target)

Golden Chalice has an option to earn a 100% interest in the Uke and Aphro Properties located in central Nye County, Nevada, 25 miles ESE of Round Mountain. The UKE Property consists of 53 unpatented claims located on the eastern flank of the Monitor Range in the King Solomon Mining District.

The UKE-Aphro claims are located in the south-central part of the Monitor Range within northern Nye county, Nevada. The UKE portion of the property was originally staked in 1988 and leased by Newmont in 1989. Newmont drilled one small part of the property with seven fairly shallow holes to test Round Mountain-style mineralization. Five of the seven holes encountered gold mineralization with greater than 0.01 ounce per ton gold values in Tertiary volcanics; none of the holes reached the favourable Paleozoic units that could host Carlin or Northumberland-style gold mineralization. The gold mineralization that was intersected is open in all directions and at depth.

In order to further the Company?s strategy to focus on its Ontario properties, the Company optioned its UKE and Aphro gold properties (totalling 69 claims or 559 hectares) in early 2008. As part of the agreement, two additional properties, including the King Solomon Property, totalling 143 claims (1,157 hectares) were added to the land package.

Under the terms of the option agreement, the optionee has the right to earn a 50% interest in the UKE and Aphro properties by spending US$3,000,000 on any part of the property, provided that at least US$1,000,000 is spent on UKE and Aphro properties, and of that, at least US$500,000 is spent on the UKE property over a period of three years. Upon completion of the expenditures, Golden Chalice will have a 50% interest in the new properties being added to the land package. Upon the optionee exercising its option, a 50/50 joint venture would proceed on the entire land package, with the optionee having the right to earn an additional 15% interest by completing a feasibility study, a further 10% interest by arranging production financing and an additional 5% interest by bringing a mine into production, thereby leaving Golden Chalice with a 20% working interest.

The geology, structure and mineralization present on the UKE-Aphro property indicate that additional exploration and drilling are highly warranted. The favourable rock units that often host gold mineralization in Nevada have not been properly tested on the property..

QUEBEC PROPERTY

Senneville Township, Quebec (Gold)

The Company acquired an option to earn a 100% interest in the Senneville Township Property located in Quebec. The Senneville prospect consists of 1,100 acres on the north contact of the Bourlamaque Batholith, which is a large granodirorite intrusive in the Val d?Or Mining Camp. This intrusive hosted the Belmoral Mine, the Brad?Or Mine, the Dor Val Mine, the Perron Mine, the Sullivan Mine and the Siscoe Mine. A VLF-EM survey was conducted on the property which proved up a VLF anomaly which is similar to the „B? Zone anomaly of the Belmoral Mine. Most of the gold mines in the area are adjacent to the Bourlamaque granodiroite batholith.

Drilling on the anomaly intersected a quartz-carbonate altered shear zone with pyrite mineralization in granodiorite similar to structure controlled gold mineralization within the Bourlamaque Batholith of the Val d?Or Mining Camp in Quebec. No significant gold mineralization was encountered.

On March 29, 2007, the Company entered into an option agreement with Harricana River Mining Corporation Inc. under which they can earn a 50% interest in the property by incurring $350,000 in exploration expenses by March 29, 2009. An additional 10% can be earned for an additional $250,000 in exploration expenses by March 29, 2010.

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Selected Annual Information

The following table sets forth selected consolidated information of the Company at April 30 for each of the last three fiscal years prepared in accordance with Canadian Generally Accepted Accounting Principles. The selected consolidated financial information should be read in conjunction with the Audited Financial Statements of the Company.

Canadian Dollars	2009	2008	2007
Other Income	19,980	50,820	67,298
Net loss	(2,129,268)	(5,613,341)	(1,318,278)
Net loss per share	(0.02)	(0.07)	(0.02)
Total assets	19,253,908	18,014,162	7,873,596
Long term debt	Nil	Nil	Nil
Dividends	Nil	Nil	Nil

The slight increase in total assets over the past year is a result of difficult market conditions. The Company completed several financings, thereby enabling it to work on exploration activities, which are capitalized as an asset on the Company?s balance sheet, but the Company also wrote off several property holdings.

Results of Operation

For the year ended April 30, 2009, the Company incurred a net loss of $2,129,268 compared to a net loss of $5,613,341 during the previous year. The significant differences between the two periods include:

1. An increase in mineral property write off to $1,295,733 (2008 - $334,947) due to an extensive evaluation of its property portfolio and steps taken to focus capital and resources on key projects.
2. An increase in administrative services to $590,000 (2008 - $530,000).
3. Regulatory and stock transfer fees went down to $89,748 (2008 – $123,274) as the Company was unable to complete as many private placements as the prior year.
4. Stock based compensation went down to $713,770 (2008 - $4,835,000) as the stock price was substantially lower compared to last year.

As of April 30, 2009, deferred expenditures on mineral properties totalled $18,663,604, compared to $15,836,322 at April 30, 2008.

Summary of Quarterly Results

The following table sets forth selected quarterly financial information for each of the last eight (8) quarters.

Quarter Ending	Other Income	Net Profit (Loss)	Net Profit (Loss) per Share
April, 30, 2009	1,257	109,066	0,00
January 31, 2009	727	(1,454,673)	(0.02)
October 31, 2008	7,925	(352,872)	(0.00)
July 31, 2008	10,071	(430,789)	(0.00)
April 30, 2008	5,995	526,255	0.01
January 31, 2008	6,726	(1,794,894)	(0.02)
October 31, 2007	11,191	(370,181)	(0.01)
July 31, 2007	26,908	(3,974,521)	(0.05)

NOTE: There were no discontinued operations or extraordinary items on the Company?s financial statements during the above mentioned periods. The large increase in the loss in July 2007 and January 2008 was a result of a non-cash charge of $3,675,000 and $1,160,000 respectively, for stock based compensation. The net profit in April 2008 and 2009 is a result of a future income tax recovery credit related to the renunciation according to the look-back rule of flow-through shares. This is a non cash item.

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Liquidity and Capital Resources

Working capital was $22,185 on April 30, 2009, compared to $1,149,188 as at April 30, 2008.

The Company?s historical capital needs have been met by equity financing.

Subsequent to the year ended April 30, 2009

1. a) On June 22, 2009, the Company announced a private placement to up to 6,250,000 units for total proceeds of up to $750,000. The financing will consist of flow through units priced at $0.12 per unit and non-flow through units priced at $0.10 per unit. Each of the units would consist of one flow through or non-flow through common share and one non-flow through, non-transferable share purchase warrant entitling the holder to purchase one additional common share for two years at a price of $0.15 per share in the first year and $0.20 per share in the second year. Subsequently, the Company issued 2,300,000 non-flow through units and 388,334 flow through units.

During the year ended April 30, 2009:

1. a) On April 15, 2009, the Company completed a private placement whereby it issued 970,000 flow-through and 50,000 non flow-through at a price of $0.11 per unit. Each unit consists of either one flow-through or non flow-through share and one warrant. Each warrant is exercisable for a period of two years at a price of $0.15.
2. b) On March 11, 2009, the Company completed a private placement whereby it issued 7,830,000 flow-through and 460,000 non flow-through units at a price of $0.10 per unit. Each unit consists of either one flow-through or non flow-through share and one warrant. Each warrant is exercisable for a period of two years at a price of $0.15.
3. c) On December 31, 2008, the Company completed a private placement whereby it issued 9,375,000 flow-through units at a price of $0.08 per unit. Each unit consists of either one flow-through or non flow-through share and one warrant. Each warrant is exercisable for a period of two years at a price of $0.15.
4. d) On May 29, 2008, the Company completed a private placement whereby it issued 1,624,999 non flow-through units at a price of $0.60 per unit and 1,982,346 flow-through units at a price of $0.65 per unit. Each unit consists of either one flow-through or non flow-through share and one warrant. Each warrant is exercisable for a period of two years at a price of $0.70.
5. e) The Company issued 750,000 shares on exercise of options for consideration of $89,000.
6. f) The Company issued 3,320,000 shares on exercise of warrants for consideration of $1,070,400.

During the year ended April 30, 2008:

1. a) On March 26, 2008 and amended on April 28, 2008, the Company started a private placement whereby it issued a total of 3,076,921 flow-through units at a price of $0.65 per unit. Each unit consists of one share and one warrant. Each warrant is exercisable for a period of two years at a price of $0.70.
2. b) On March 10, 2008, the Company completed a private placement whereby it issued 70,000 non flow-through units at a price of $1.70 per unit and 1,661,680 flow-through units at a price of $1.70 per unit. Each flow-through unit consists of one share and one warrant. Each warrant is exercisable for a period of two years at a price of $1.70 in the first year and $2.00 in the second year.

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Transactions with Related Parties

The related party transactions are in the normal course of operations and have been valued at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

The Company incurred the following related party transactions during the year ended April 30, 2009 and had the following balances with related parties outstanding as at April 30, 2009:

1. 1. a) The Company paid administrative services of $590,000 (2008 – $530,000) to a management corporation controlled by a director of the Company. The Company has an administrative services agreement with Hastings Management Corp. ("Hastings") whereby Hastings provides services to the Company including supervising and administering the financial requirements of the Company?s business, producing quarterly accounts in accordance with public reporting requirements; communicating with various regulatory authorities in order to ensure compliance with all applicable laws; assisting in the preparation of news releases, professional analysis and planning of exploration programs, promotional materials and other documents required to be disseminated to the public and responding to any requests for information or questions which may be posed by the public; providing access to secretarial services and legal consultation; providing office space, office furniture, boardroom facilities, access to photocopier, fax and such other amenities normally associated with office needs; and providing such other additional instructions and directions as the Company may require.

1. 1. b) The Company paid management fees of $167,473 (2008 – $151,045) to the Chief Executive Officer of the Company.

1. 1. c) The Company paid consulting fees of $125,600 (2008 – $140,200) to the directors and officers of the Company.

1. 1. d) The Company billed management fee revenue totaling $NIL (2008 – $1,144) to corporations related to the Company by common directors.

Subsequent Events

1. a) On July 8, 2009, the Company entered into an agreement with Intrinsic Minerals Ltd. to complete drilling and/or other exploration activities on the Company?s Abitibi East Property in Ontario. The Agreement requires Intrinsic to incur $344,694 in expenditures on the property which will qualify as flow-through expenditures. In consideration for the flow-through expenditures by Intrinsic, the Company shall grant Intrinsic a 6% interest in the property, or such proportionate interest based on the required expenditures, subject to a call/put option whereby the Company will re-acquire that interest.