MGX RESOURCES LIMITED — Major Shareholding Notification 2006

Dec 10, 2006

MALLESONS STEPHEN JAQUES

Confidential communication

The Company Announcements Platform Australian Stock Exchange Limited Fax 1900 999 279

11 December 2006

Dear Sir/Madam

Mount Gibson Iron Limited (ABN 87 008 670 817)

We act for Gallagher Holdings Limited ("Gallagher").

On behalf of Gallagher, we attach a notice of change in substantial holding in Mount Gibson Iron Limited.

Yours faithfully

other / tephen / sques

1. DEC. 2006 10:51

MALLESONS

NO. 425 $P_{\rm{max}}$ $2/4$

604 page 1/2 15 July 2001

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme ACN/ARSN	Mount Gibson Iron Limited (MGX) 008670817
1. Details of substantial holder (1)
Name	Gallagher Holdings Limited
ACN/ARSN (if applicable)	Incorporated in Cyprus with company number HE 133001
There was a change in the Interests of the substantial holder on	8/12/2006
The previous notice was given to the company on	29/11/2006
The previous notice was dated	28/11/2006

1. 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
Ordinary shares (ORD)	Person's votes 109,730,811	Voting power (5) 18.09%	Person's votes 109,730,811	Voting power (5) 16.29%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the
substantial holder was lest required to give

Data of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
8/12/2006	Gallagher Holdings Limited	Reduction in relevant Interest as a result of the dilutive impact of shares issued by Mt Gibson Iron Limited to shareholders in Aztec Resources Limited who have accepted Mt Gibson's takeover offer for the shares in Aztec Resources pursuant to a bidder's statement dated 11 August 2006 (as supplemented by later supplementary bidder's statements)	NA.	109,730,611 ordinary shares	109,730,811

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4. Present relevant interests

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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 sacuridas	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Gallagher Holdings Limited	Gallagher Holdings Limited	Gallagher Holdings Limited	Registered holder of shares	109.730.811 ordinary shares	----------- 109.730.811

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 follows:

Name and ACN/ARSN (if applicable)	---- Nature of association
NA	--
ᅲ . . .	--

6. Addresses

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

Name	Address
Gallagher Holdings Limited	Ledra House, 15 Ayiou Pavlou Street, Ayios Andreas, CY 11.5, Nicosia, Cyprus
---	$-$

Signature
	print name	Capacity للحصار
	sign here	$\frac{1}{2}$ date $\frac{1}{2}$ / $\sqrt{2}$ / $\frac{1}{2}$ / $\frac{1}{2}$ / $\frac{1}{2}$ / $\frac{1}{2}$
ш. $\cdots$

DIRECTIONS

• 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 $(1)$ 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 intoughout 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 form.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• $(3)$ 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,
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(6)$ Include details of:
• $\left( a\right)$ any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the lerms 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.

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, become entitled to receive in relation to that acquisition. Details m $\omega$ Details must be included of any benefit pald 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.

$(8)$ If the substantial holder is unable to determine the identity of the person (eg 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.

l.