MGX RESOURCES LIMITED — M&A Activity 2006

Jul 23, 2006

Aztec Resources Limited ABN: 45 078 548 562 Suite 4, Level 5, South Shore Plazza 85 The Esplanade, South Perth WA 6151 T: 61 8 9423 0800 F: 61 8 9423 0801 E: azr@aztecresources.com.au

24 July 2006

UNSOLICITED TAKEOVER OFFER FROM MT GIBSON IRON LIMITED

Mount Gibson Iron Limited ("Mt Gibson") has announced that it intends to make a conditional takeover offer for all of the shares in Aztec Resources Limited (ASX/AIM Code: AZR) ("Aztec"). Mt Gibson is proposing to offer one of its shares for every three Aztec shares.

Mt Gibson's offer is unsolicited. The Aztec Directors believe the offer is opportunistic and designed to take advantage of the company in the period prior to the development of the Koolan Island Project.

Shareholders are advised to take no action in relation to Mt Gibson's takeover offer until the Aztec Directors have issued their formal recommendation regarding the offer. Your Directors will carefully consider the offer as well as all other options to ensure the best result for all shareholders is achieved.

Aztec has appointed Macquarie Bank Limited as financial adviser and Blake Dawson Waldron as its legal adviser to assist the Aztec Directors to evaluate and respond to the takeover offer from Mt Gibson.

The Directors will keep you fully informed of further developments. Should you have any questions in relation to the offer please contact Peter Bilbe (Aztec's Managing Director) on 08 9423 0800.

Yours Sincerely AZTEC RESOURCES LIMITED

Ian Burston Chairman