MGX RESOURCES LIMITED — Major Shareholding Notification 2005

Jan 3, 2005

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@mtgibsoniron.com.au

VIA: WWW.ASX.ONLINE.COM

4 January 2004

No. Pages $=$ 4

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

CEASING TO BE A SUBSTANTIAL SHAREHOLDER

Please find attached ASIC Form 605 for Asia Iron Holdings Limited which has ceased to be a substantial shareholder. Also attached is Asia Iron Holdings Limited's Initial Substantial Shareholder Notice which was not lodged correctly in July 2004.

Yours sincerely MOUNT GIBSON IRON LIMITED

John Arbuckle Company Secretary

Mr Brian Johnson Enquiries: Managing Director Telephone: 08-9485-2355 E-mail: brianjohnson@mtgibsoniron.com.au

$\ddot{ }$

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	MOUNT GIBSON IRON LIMITED
ACN/ARSN	008 670 817
1. Details of substantial holder (1) Name	ASIA IRON HOLDINGS LIMITED ("AIHL") $\rightarrow$ - $\rightarrow$ $\sim$ $ -$
ACN/ARSN (if applicable)	N/A

$30/6/2004$ The holder became a substantial holder on

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or
an associate (2) had a relevant interest (3) in on the date the substantial holder

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
ORDINARY FULLY PAID	19,000,000	19,000,000	6.52%
OPTIONS EXERCISABLE @ 25 CENTS BY 31/12/04	19,000,000	$\blacksquare$

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash
AIHL	25/2/2004	\$2.0M		10,000,000 SHARES 10,000,000 OPTIONS
AIHL	30/6/2004	S1.8M		9,000,000 SHARES 9.000.000 OPTIONS

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
AIHL	UNIT 1301 13/F SHUI ON CENTRE, -- 6-8 HARBOUR ROAD, WANCHAI, HONG KONG

Signature

print name	DAVID GARCIA	capacity	DIRECTOR
sign here	ß٨	date	31/12/2004

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.
• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• (4) The voting shares of a company constitute one class unless divided into separate classes.
• The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an $(5)$ associate has a relevant interest in.
• (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• Include details of: $(7)$
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of $(a)$ any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or $(b)$ disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies)

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write $(8)$ "unknown".
• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was $(9)$ acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

Form 605

Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme	MOUNT GIBSON IRON LIMITED
ACN/ARSN	008 670 817
1. Details of substantial holder (1)
Name	ASIA IRON HOLDINGS LIMITED ("AIHL") $\cdots$
ACN/ARSN (if applicable)	N/A
The holder ceased to be a substantial holder on	30/12/2004
The previous notice was given to the company on	30/12/2004

2. Changes in relevant interests

The previous notice was dated

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

$30/6/2004$

Date of change	Person whose relevant interest changed	Nature of change (4)	Consideration given in relation to change (5)	Class (6) and number of securities affected	Person's votes affected
31/12/2004	AIHL	EXERCISE OF OPTIONS	S4.75M	19,000,000 SHARES	19,000,000
31/12/2004	AIHL	SALE OF SHARES	38.43M	(35,000,000) SHARES	(35,000,000)

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

$\vert$ Name and ACN/ARSN (if applicable) $\vert$ Nature of association

4. Addresses

The addresses of persons named in this form are as follows:

Name	Address
AIHL	UNIT 1301 13/F SHUI ON CENTRE, 6-8 HARBOUR ROAD, WANCHAI, HONG KONG

Signature

print name	DAVID GARCIA	capacity DIRECTOR
sign here	r.	150N/05 date