MGX RESOURCES LIMITED — Capital/Financing Update 2006

Nov 9, 2006

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement. application for quotation of additional securities and agreement

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

MOUNT GIBSON IRON LIMITED

ABN

87 008 670 817

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be Shares issued

$\overline{2}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued

Principal terms of the *securities 3 (eg, if options, exercise price and date; if partly expiry paid *securities, the amount outstanding and due dates for payment; if *convertible securities, the conversion price and dates for conversion)

1,002,206

Ordinary Fully Paid

$\div$ See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing "class of quoted securities?	Yes
	If the additional securities do not rank equally, please state: the date from which they do extent which the to. they participate for the next dividend, case οf $\dim$ the ā trust. distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
5	Issue price or consideration	share for every 3 Aztec Resources Limited share	1 ordinary fully paid Mount Gibson Iron Limited
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Acquisition of 3,006,636 Resources Limited	shares ìп Aztec
7.	Dates of entering *securities into uncertificated holdings or despatch of certificates	9 November 2006
8.	Number and "class of all "securities" quoted on ASX (including the securities in clause 2 if applicable)	Number 551,549,902 7,163,920	* Class Ordinary shares Options exercisable at 25 cents exp 31/12/06

$+$ See chapter 19 for defined terms.

	Number	+ Class
-Q aIl Number †class of and	5,000,000	Unlisted options Exp 31/12/07
quoted on ASX *securities not	5,000,000	Unlisted options Exp 31/12/08
(including the securities in clause	2,000,000	Unlisted options Exp 30/06/10
2 if applicable)	3,000,000	Unlisted options Exp 24/10/10
	2,000,000	Unlisted options Exp 24/10/12
	823,712	Unlisted options Exp 31/12/06

$10$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

N/A

Part 2 - Bonus issue or pro rata issue - Not Applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities (tick one)

$(b)$

• Securities described in Part 1 $(a)$ $\mathbf{X}$
• All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box $34(a)$

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the "securities are "equity securities, the names of the 20 largest holders of the additional "securities, and the number and percentage of additional "securities held by those holders

36 If the "securities are "equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5.001 - 10.000$ $10.001 - 100.000$ 100,001 and over

37

A copy of any trust deed for the additional *securities

Entities that have ticked box $34(b)$ – Not Applicable

$\div$ See chapter 19 for defined terms.

Ouotation agreement

• $\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the "securities to be quoted complies with the law and is not for ٠ an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any ٠ applications received by us in relation to any *securities to be quoted and that no-one has any right to return any "securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• If we are a trust, we warrant that no person has the right to return the ٠ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before *quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Date: 9 November 2006

Sign here:

(Director/Company secretary)

Print name: Alan Rule

=

$+$ See chapter 19 for defined terms.