CAZALY RESOURCES LIMITED — Director's Dealing 2004

May 11, 2004

Appendix 3Y

Rule 3.19A.2

Change of Director's Interest Notice

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 30/9/2001.

Name of entity	Cazaly Resources Limited
ABN	23 101 049 334

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Nathan Bruce McMahon
Date of last notice	26 March 2004

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Direct and Indirect (1)
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Indirect $(1)$ : Shares owned by Kingsreef Pty Ltd, a company in which Mr McMahon has a relevant interest.
Date of change	11 May 2004

⁺ See chapter 19 for defined terms.

No. of securities held prior to change	Direct: 2,820,000 Fully Paid Ordinary Shares 933,333 \$0.20 cent Option exercisable on or
	before 31/01/06 1,500,000 \$0.35 cent Option exercisable on or before 28/02/05
	1,500,000 \$0.40 cent Option exercisable on or before 30/06/05
	Indirect (1): 536,614 Ordinary Fully Paid Shares
	136,440 \$0.20 cent Option exercisable on or before 31/01/06
Class	Fully Paid Ordinary
Number acquired	Direct: 200,000 Fully Paid Ordinary
	Indirect: 307,170 Fully Paid Ordinary
Number disposed
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Direct: \$36,297 Indirect: \$69,234
No. of securities held after change	Direct: 3,020,000 Fully Paid Ordinary Shares
	933,333 \$0.20 cent Option exercisable on or before 31/01/06
	1,500,000 \$0.35 cent Option exercisable on or before 28/02/05
	1,500,000 \$0.40 cent Option exercisable on or before 30/06/05
	Indirect (1): 843,784 Ordinary Fully Paid Shares
	136,440 \$0.20 cent Option exercisable on or before 31/01/06

⁺ See chapter 19 for defined terms.

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	On-market trade

Part 2 - Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract
Nature of interest
Name of registered holder
(if issued securities)
Date of change
No. and class of securities to which
interest related prior to change
Note: Details are only required for a contract in relation
to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration
Note: If consideration is non-cash, provide details and an estimated valuation
Interest after change

$+$ See chapter 19 for defined terms.