MGX RESOURCES LIMITED — AGM Information 2003

Feb 4, 2003

Mount Gibson Iron Limited

ABN 87 008 670 817

First Floor, 7 Havelock Street
West Perth 6005, Western Australia

PO Box 55, West Perth WA 6872

Telephone: 61-8-9485 2355 Facsimile: 61-8-9485 2305 E-mail: admin@mtglbsoniron.com.au

5 February 2003

VIA FACSIMILE: 1300 300 021 No. Pages $=$ 9

The Manager Company Announcements Australian Stock Exchange Limited Level 10, 20 Bond Street SYDNEY NSW 2000

NOTICE OF GENERAL MEETING OF SHAREHOLDERS SUBJECT:

Please find following a Notice of General Meeting to be held on Friday 7 March 2003, which is being mailed to Shareholders today.

The Company has withdrawn its previous offer to place 15% of its Shares to the Granier Family Trust following the completion of the fully underwritten one for one Rights Issue to Shareholders at 9 cents each to raise \$11.36 million.

Yours sincerely, MOUNT GIBSON IRON LIMITED

Angela Dent Company Secretary

NOTICE OF GENERAL MEETING MOUNT GIBSON IRON LIMITED

ACN 008 670 817

NOTICE IS HEREBY GIVEN that a General Meeting of Members of the Company will be held at Hotel Grand Chancellor, 707 Wellington St, Perth, Western Australia on Friday 7 March 2003 at 10.00 am to consider and, if thought fit, to pass the following resolutions:

Confirmation of the Minutes of the Annual General Meeting held on 25 November 2002 1.

To consider and, if thought fit to pass, with or without amendment, the following resolution as an ordinary resolution:

"That the attached minutes of the Annual General Meeting held on 25 November 2002 be confirmed as a true and correct account of proceedings at this Meeting."

$2.$ Ordinary Resolution - Ratification of Issue of Options

To consider and, if thought fit to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.4 of the Listing Rules of Australian Stock Exchange Limited and for all other purposes, Shareholders ratify the allotment and issue of 18,942,151 Options over ordinary Shares in the Company, exercisable at 25 cents each on or before 31 December 2003, pursuant to the Underwriting Agreement between Paterson Ord Minnett and Mount Gibson Iron Limited, details of which are set out in the Explanatory Memorandum accompanying this Notice."

3. Ordinary Resolution - Approval of Issue of Options

To consider and, if thought fit to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.1 of the Listing Rules of Australian Stock Exchange Limited and for all other purposes, Shareholders approve the proposed allotment and issue of a 10,301,461 Options over ordinary Shares in the Company, exercisable at 25 cents each on or before 31 December 2003, pursuant to the Underwriting Agreement between Paterson Ord Minnett and Mount Gibson Iron Limited, details of which are set out in the Explanatory Memorandum accompanying this Notice."

VOTING RESTRICTIONS

In accordance with Listing Rules 7.1, 7.3, 7.4 and 7.5, the Company will disregard any votes cast on Resolutions 2 and 3 by:

• The underwriter, Paterson Ord Minnett, and any of the sub-underwriting panel to the Mount Gibson Iron Limited Rights Issue dated 16 December 2002, or any other person who participates in the issue:
• Any person who might obtain a benefit, except a benefit solely in the capacity of a holder of $\bullet$ ordinary securities, if the resolution is passed.
• Any associate of any of the persons named above in respect of each Resolution. $\blacksquare$

However, the Company need not disregard a vote if:

it is cast by a person as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form; or

it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

PROXIES

In accordance with section 249L of the Corporations Act, <embers are advised that:

• each Member has a right to appoint a proxy:
• the proxy need not be a Member of the Company; $\bullet$
• a Member who is entitled to cast two or more votes may appoint two proxies and may specify $\bullet$ the proportion or number of votes each proxy is appointed to exercise.

In accordance with section 250BA of the Corporations Act, the Company specifies the following information for the purposes of receipt of proxy appointments:

Address: PO Box 55, West Perth, WA 6872 Facsimile Number: (08) 9485 2305

Each Member entitled to attend and vote at the Meeting has the right to appoint a proxy to attend and vote at the Meeting on his behalf. The Member may specify the way in which the proxy is to vote on each resolution or may allow the proxy to vote at his discretion. The instrument appointing the proxy must be received by the Company at the address notified by the Company at least 48 hours prior to the time of the commencement of the Meeting.

VOTING ENTITLEMENT

Mount Gibson Iron Limited (as convenor of the Meeting) has determined that a person's entitlement to vote at the Meeting will, in accordance with Section 1109N of the Corporations Act, be the entitlement of that person set out in the register of Members as at the close of business Perth time on 5 March 2003.

This means that any holder registered at as at the close of business Perth time on 5 March 2003 is entitled to attend and vote at the Meeting.

EXPLANATORY MEMORANDUM

Shareholders are referred to the Explanatory Memorandum accompanying this Notice of Meeting.

CONTACT DETAILS

If you wish to discuss any aspects of this document with the Company contact the Company Secretary, Angela Dent on telephone (08) 9485-2355.

BY ORDER OF THE BOARD DATED 5 FEBRUARY 2003

Angela Dent Company Secretary

MOUNT GIBSON IRON LIMITED ACN 008 670 817

EXPLANATORY MEMORANDIJM

INTRODUCTION $\mathbf{1}$ .

This Explanatory Memorandum forms part of a Notice convening a Meeting of Shareholders of the Company to be held on 7 March 2003. This Memorandum is to assist Shareholders in understanding the background to and the legal and other implications of the Notice and the reasons for the Resolutions proposed.

The Prospectus referred to in the Explanatory Memorandum is available on the Company's website www.mtgibsoniron.com.au or by calling the Company on (08) 9485-2355.

$2.$ RESOLUTIONS 2 and 3 - ISSUE OF OPTIONS TO SUB-UNDERWRITERS

$2.1$ Background

Mount Gibson Iron Limited issued a Propsectus on 16 December 2003 to raise \$11.36 million through a one for one non-renouncable Rights Issue to its Shareholders at 9 cents each.

The Rights Issue was fully underwritten by Paterson Ord Minnett. All Shares not subscribed for by Entitlement Acceptances or Shortfall Applications will be taken up by a panel of 74 subunderwriters.

Under the Underwriting Agreement between Paterson Ord Minnett and Mount Gibson Iron Limited, the terms of which are included in the Prospectus, the Company is required to issue to those sub-underwriters, or their nominee(s), one Option for every two Shortfall Shares subscribed for (except for those sub-underwriters that off-set any amount due to them by the Company pursuant to a Convertible Note against any shortfall obligation, refer Prospectus page 6).

The Options will be exerciseable at 25 cents each on or before 31 December 2003, and will rank pari passu with existing Mount Gibson Iron Limited Options trading on the ASX under the code MGXO.

On 31 January 2003 Mount Gibson Iron Limited announced that the shortfall to be taken up by the sub-underwriters or their nomines(s) will be 71,937,596 Shares.

The number of Options required to be issued by the Company to the sub-underwriters is 29,243,612. The Company seeks Shareholder ratification of 18,942,151 Options to be issued on or about 14 February 2003, and Shareholder approval of 10,301,461 Options to be issued subsequent to this Meeting, subject to that approval.

2.2 Regulatory Requirements - ASX Listing Rule 7.4 (Resolution 2)

Pursuant to Listing Rule 7.4, where a Company in General Meeting ratifies a previous issue of securities which was made without approval under Listing Rule 7.1 and the previous issue did not breach Listing Rule 7.1, those securities shall be deemed to have been made with Shareholder approval for the purposes of ASX Listing Rule 7.1.

Listing Rule 7.5 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to Listing Rule 7.4:

• The number of securities issued was $18,942,151$

• The Options will be exercisable at 25 cents each on or before 31 December 2003;
• The Options were allotted and issued to a panel of 74 sub-underwriters, or their $\bullet$ nominee(s), to the Underwriter, Paterson Ord Minnett;
• None of the sub-underwriters are a related party of any of the Directors of Mount Gibson Iron Limited:
• The Options will be exercisable at 25 cents each on or before 31 December 2003;
• The Options to be allotted and issued will rank equally in all respects with all of the $\bullet$ existing listed Options on issue:
• The Options will be issued for no consideration; and
• An appropriate voting exclusion statement is included in the Notice. $\bullet$ .

2.3 Regulatory Requirements - ASX Listing Rule 7.1 (Resolution 3)

Pursuant to Listing Rule 7.1, there are limitations on the capacity of a company to enlarge its capital by the issue of equity securities without shareholder approval in any 12 month period. Shareholder approval for the issue of securities may be given prior to, or subsequent to, the issue of the securities.

Listing Rule 7.3.3 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to Listing Rule 7.1:

• The maximum number of securities to be issued will be 10,301,461; $\bullet$
• The Options will be exercisable at 25 cents each on or before 31 December 2003;
• The Options to be allotted and issued will rank equally in all respects with all of the $\bullet$ Existing Shares on issue:
• The Options will be issued on or about 10 March 2003, and in any event within 3 months $\bullet$ of the date of the meeting:
• The Options will be issued for no consideration; and $\bullet$
• An appropriate voting exclusion statement is included in the Notice. $\blacksquare$

5. OTHER INFORMATION

Should any Shareholder be in doubt as to how they should vote on those Resolutions and/or as to how they may affect them, Shareholders should seek advice from their accountant, solicitor or other professional adviser as soon as possible. Queries as to the lodgement of proxies and other formalities in relation to the Meeting should be directed to the Company Secretary (telephone: $(08)$ 9485 2355).

6. ACTION TO BE TAKEN BY SHAREHOLDERS

Attached to the Notice of Meeting accompanying this Explanatory Memorandum is a proxy form for use by Shareholders. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person and are eligible to vote, to complete, sign and return the proxy form to the Company in accordance with the instructions contained in the proxy form and the Notice of Meeting. Lodgement of a proxy form will not preclude a shareholder from attending and voting at the Meeting in person.

Mount Gibson Iron Limited ACN 008 670 817

MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS HELD: MONDAY 25 NOVEMBER 2002 AT: CELTIC CLUB, 48 ORD STREET, WEST PERTH

PRESENT:	Craig Readhead Ian Macliver Brian Johnson Angela Dent		Director (Chairman of Meeting) Director Managing Director Company Secretary
APOLOGIES:	Bill Willis		Interstate
OPENING:	The meeting opened at 11.05am. The Chairman welcomed attendees to the Company's Annual General Meeting. The Chairman detailed the purpose of the Meeting and confirmed that the Notice convening the Meeting would be taken as read.
QUORUM:	The Chairman declared a quorum was present.
BUSINESS
RESOLUTION 1 Ordinary Resolution	Confirmation of the Minutes of the General Meeting held on 19 September 2002
	To consider and, if thought fit to pass, with or without amendment, the following resolution as an ordinary resolution:
	"That the attached minutes of the General Meeting held on 19 September 2002 be confirmed as a true and correct account of proceedings at this meeting."
	The Chairman advised that the Eligible Proxy Votes received for Resolution 1 were:
	For.	8,179,398
	Not Directed	4,827,750
	Total For	13.007,148
	Against	Ð
	Abstain	103,000

The Resolution was moved by Brian Tennant, seconded by Ian Macliver, and passed unanimously by attendees by a show of hands.

Signed as a true and correct record

MOUNT GIBSON IRON LIMITED MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS 25 NOVEMBER 2002

RESOLUTION 2	Financial Statements for the year ended 30 June 2002
Ordinary Resolution	To consider and, if thought fit to pass, with or without amendment, the following resolution as an ordinary resolution:
	"That the Financial Statements for the year ended 30 June 2002, and the Directors and Auditors Report thereon be accepted." The Chairman advised that the Eligible Proxy Votes received for Resolution 2 were:
		Not Directed	4,827,750
	Total For	13,007,148
	Against	0
	Abstain	$\mathbf 0$
	The Resolution was moved by Brian Tennant, seconded by Deb Coulthard, and passed unanimously by attendees by a show of hands.
	Brian Tennant noted on page 11 of the Annual Report (Director's remuneration) that no bonuses had been paid. He stated that he hoped that no bonuses would be paid until shipping was in progress.
RESOLUTION 3	Re-election of Director - William B Willis
Ordinary Resolution	To consider and, if thought fit to pass, with or without amendment, the following resolution as an ordinary resolution:
	"That Mr William B Willis who having been appointed a Director during the year, retires in accordance with Clause 3.3 of the Company's Constitution, and being eligible, offers himself for re-election."
	The Chairman advised that the Eligible Proxy Votes received for Resolution 3 were:
	For	8,279,398
	Not Directed	4,827,750
	Total For	13,110,148
	Against	0
	Abstain	3,000
	The Resolution was moved by Ian Macliver, seconded by Bryan Hughes, and passed unanimously by attendees by a show of hands.
	For the next item of business, Craig Readhead stood down as Chairman and handed control of the meeting to Mr Ian Macliver.

Signed as a true and correct record

$\hat{\mathbf{r}}$

MOUNT GIBSON IRON LIMITED MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS 25 NOVEMBER 2002

RESOLUTION 4	Re-election of Director - Craig L Readhead
Ordinary Resolution	To consider and, if thought fit to pass, with or without amendment, the following resolution as an ordinary resolution:
	"That Mr Craig L Readhead who having been appointed a Director during the year, retires in accordance with Clause 3.3 of the Company's Constitution, and being eligible, offers himself for re-election."
	were:	The Chairman advised that the Eligible Proxy Votes received for Resolution 4
	For	8,279,398
	Not Directed	4,827,750
	Total For	13,110,148
	Against	0
	Abstain	3,000
	The Resolution was moved by Bryan Hughes, seconded by Deb Coulthard, and passed unanimously by attendees by a show of hands.
	lan Macliver returned the Chair to Craig Readhead.
	Craig Readhead thanked the Shareholders.
RESOLUTION 5	Re-election of Director - Ian A Macliver
Ordinary Resolution	To consider and, if thought fit to pass, with or without amendment, the following resolution as an ordinary resolution:
	"That Mr Ian A Macliver who retires in accordance with Clause 3.6 of the Company's Constitution, and being eligible, offers himself for re-election."
	The Chairman advised that the Eligible Proxy Votes received for Resolution 5 were:
	For	8,279,398
	Not Directed	4,827,750
	Total For	13,110,148
	Against	0
	Abstain	3,000
	Brian Tennant queried the difference between Clauses 3.3 and 3.6 of the Constitution. The Chairman responded that they referred to different reasons for the Directors resigning and seeking re-election. Mr Macliver required re- election on a rotation basis, the other Directors had been appointed during the year and therefore required shareholder approval.

The Resolution was moved by Allen Lafferty, seconded by Brian Tennant, and passed unanimously by attendees by a show of hands.

Signed as a true and correct record

MOUNT GIBSON IRON LIMITED MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS 25 NOVEMBER 2002

Craig Readhead apologised for not earlier welcoming Vern Tidy, the Company's Auditor, and welcomed him to the meeting.

Craig Readhead advised that questions would be taken after the meeting. He added that prior to the close of meeting he would like to say that Mount Gibson Iron Limited had come a long way in the last year primarily due to efforts of Brian Johnson. He thanked Brian Johnson, Angela Dent, Deb Coulthard and all staff for their hard work.

The meeting closed at 11.20am.

Signed as a true and correct record