CAZALY RESOURCES LIMITED — Director's Dealing 2005

Mar 7, 2005

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
l Date of last notice.	18 February 2005

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	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Indirect: Shares owned by Kingsreef Pty Ltd, a company in which Mr McMahon has a relevant interest.
Date of change	3 March 2005
No. of securities held prior to change	Direct: 4,520,000 Fully Paid Ordinary Shares 1,500,000 \$0.40 cent Option exercisable on or before 30/06/05 Indirect: 254,470 Ordinary Fully Paid Shares 136,440 \$0.20 cent Option exercisable on or before 31/01/06
Class	Fully Paid Ordinary
Number acquired	Indirect: 50,000 Fully Paid Ordinary

⁺ See chapter 19 for defined terms.

Number disposed
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Indirect : \$18,703.50
No. of securities held after change	Direct:
	4,520,000 Fully Paid Ordinary Shares
	1,500,000 \$0.40 cent Option exercisable on or before 30/06/05
	Indirect: 304,470 Ordinary Fully Paid Shares
	136,440 \$0.20 cent Option exercisable on or before 31/01/06
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.