MGX RESOURCES LIMITED — Major Shareholding Notification 2006

Dec 17, 2006

page 1/2 15 July 2001 604

	Form 604
	Corporations Act 2001 Section 671B
	Notice of change of interests of substantial holder
To Company Name/Schema	Mount Gibson Iron Limited
ACN/ARSN	008 670 817
1. Details of substantial holder(1)
Name	Sun Hung Kai Investment Services Limited (Accounts of Honest Opportunity Limited), ("HOL")
ACN/ARSN (if applicable)	Euture Rise Investments Limited ("ERIL") and New Eortress Investments Limited ("NFIL") ("SHKIS") *Pursuant to the Agreement for Sale and Purchase entered into between
There was a change in the interests of the substantial holder on	HOL, NFIL ("HOL and NFIL as Vendors") and Fortune Desire Investments 08/12/06 imited (as Purchaser) on 27/10/1006, 48,373,197 ordinary shares of
The previous notice was given to the company on The previous notice was dated	15.4.1 OGMount Gibson Iron Limited were disposed by the Vendors to the 15.41.06 Purchaser (the "Disposal"). The Disposal will be completed on or before 7/2/2007.
2. Previous and present 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 when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice	-------------	Present, notice
	Person's votes	. Voting power (5)	Person's votes	Voting power (5)
nar i	-107	0007%	107*1
		.

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a rolevant Interest of the substantial holder or an associate in voting securities of the company or scheme, since the
substantial holder was last required to give

Date of change	Person whose relevant interest changed	Nature of charge (6)	Consideration given in relation to change (7)	____ Class and number of securities affected	Person's votes affected
15/12/06	SHK1S	On market.	See Annexure	Jrdinarv 15.681.298	HOL.
		Purchase		≿dinarv	$\sim$ NETL $=$
				unar	FRII

1 ordinary fully paid Mount Gibson Iron Limited ("Mount Gibson") share for every 3 Aztec Resources Limited ("Aztec") share pursuant to the Mount Gibson's off-market 4. Present relevant interests takeover bid for all the fully paid ordinary shares in Aztec.

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered. as holder (8)	Nature of relevant interest (b)	Class and number of seculties	Person's votes
SHKIS	SHKIS	HOL.	As custodian for	208 '16.681.	16, 681, 298,
		NFI)	As custodian for	.591.899	32.591.899
		FRIL	As custodian for ┄	ഹ	17.900.000

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting
Interests in the company or scheme are as fo

Name and ACN/ARSN tra ' applicable)	Nature of association ---------------------------------------	. ALCOHOL: 1999
		.
–	$\sim$	the property of the control of the کی است کے مطابق میں ایک ایک میں اس کے مطابق کے مطابق کر

6. Addresses

$\bar{z}$

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

	Name	Address
	SHKIS	Level 12, 1 Pacific Place, 88 Queensway, Hong Kong
	HOL, FRIL and NFIL	47/F., China Online Centre, 333 Lockhart Road, Wanchai, Hong Kong
	Note:	HOL, FRIL and NFIL are the indirect wholly-owned subsidiaries of COL Capital Limited.
		Therefore, NIFL is a fellow subsidary of HOL and FRIL.
Signature
	print name	Director of New Fortress capacity
	Kona Muk Yi	Investments Limited
	sign here	date $12 \t/06$ 15 /
		DIRECTIONS
(1)	form.	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 annoxure 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 6 of the
(2)	See the definition of "associate" in section 9 of the Corporations Act 2001.
$\left( 3\right)$	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.
(5)	The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
$^{(6)}$	Include details of:
	ía)	any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 6716(4) applies, a copy of 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
	(b)	any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or 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.
(7)	the relevant interest was acquired.	Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, becomie entitied 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
(3)		If the substantial holder is unable to determine the identity of the person (eq. if the relevant interest arises because of an option) write "unknown".
(9)		Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure to item 3

÷

To:	Company Namc/Scheme	MOUNT GIBSON IRON LIMITED	-------
	ACN/ARSN	008 670 817

Consideration Schedule

Holder of Relevant Interest: Sun Hung Kai Investment Services Limited (as custodian for Accounts of Honest Opportunity Limited, Future Rise Investments Limited ("FRIL") and New Fortress Investments Limited ("NFIL"))

	Date of acquisition	Class of securities	Number of securities	Cost and expenses $(AUD)$
FRIL	28/11/2006	Ordinary	#5,900,000	4.688,490.55
		Total	5,900,000	4,688,490.55

1 ordinary fully paid Mount Gibson Iron Limited ("Mount Gibson") share for every 3 Aztec Resources Limited ("Aztec") share pursuant to the Mount Gibson's off-market takeover bid for all the fully paid ordinary shares in Aztec.

Signature

Print Name:	Kong Muk Yin	Capacity:	Director of New Fortress Investments Limited
Sign Here		Date:	15.12.2006