MGX RESOURCES LIMITED — Major Shareholding Notification 2006

Nov 1, 2006

Partner

Our ref

LAWYERS

Gilbert + Tobin

2 Park Street Sydney NSW 2000 Australia

GPO Box 3810
Sydney NSW 2001

T +61 2 9263 4000 F+61 2 9263 4111

DX 10348 SSE

www.gtlaw.com.au

2 November 2006

By fax | 5 pages

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

Rachel Laundors T +61 2 9263 4143 rlaunders@gllaw.com.au

RAI 1000509

Mount Gibson Iron Limited

Please find enclosed a Form 604 - Notice of change of interests of substantial holder in relation to Mount Gibson Iron Limited.

Yours faithfully Gilbert + Tobin

$\overline{\mathbf{C}}$

Rachel Launders Partner T +61 2 9263 4143 rlaunders@gtlaw.com.au

This facsimile is solely for the use of the addressee and may contain information which is confidential or privileged. If you receive this facsimile in error, please notify us immediately and we will arrange for its return at our expense.

Liability limited by a scheme approved under Professional Standards Legislation. 1126326 1.doc

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604 Page 1/2 15 July 2001

Form 604

Corporations Act 2001 Section 671B

To	Company Name/Scheme	Mount Gibson Iron Limited
	ACN/ARSN	008 670 817
	1. Details of substantial holder (1)
Name			Shanghai Merchants Holdings Limited (SMHL) and the entities listed in Attachment A
	ACN/ARSN (if applicable)
	There was a change in the interests of the substantial holder on		31 October 2006
The previous notice was given to the company on			31 October 2006
	The previous notice was dated		31 October 2006
	$\mathbf{B}$ . Beside the seal discussion of $\mathbf{B}$

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 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)
Ordinary	48.373.197	10.63%	48.373.197	9.32%
				----

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 last required to give a substantial holding notice to the company or scheme are as follows:

Date 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
31/10/06	Fortune Desire Investments Limited (Fortune Desire) SMHL Profit Harbour Investments Limited and Mr. Yue Jialin (together, Profit) Harbour). Shougang Holding (Hong Kong) Limited and Benefit Rich Limited (together (Benefit Rich)	Reduction in voting power due to share issues by Mount Gibson Iron Limited	N/A	48.373.197 ordinary shares	48,373,197

604 Page 2/2 15 July 2001

4. Present relevant interests

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 (6)	Class and number of securities	Person's votes
Fortune Desire	New Fortress Investments Limited (NFIL)	Fortune Desire	Purchaser of shares under a conditional sale agreement dated 27 October 2006 (Sale Agreement)	31.691.899 ordinary shares	31,691,899
Fortune Desire	Honest Opportunity Limited (HOL)	Fortune Desire	Purchaser of shares under the Sale Agreement	16.681.298 ordinary shares	16.681.298
SMHL	NFIL and HOL	Fortune Desire	Controller of Fortune Desire (Section 608(3)(b)	48.373.197 ordinary shares	48.373.197
Profit Harbour and Benefit Rich	NFIL and HOL	Fortune Desire	Each is a holder of more. than 20% οf SMHL (Section) 608(3)(a)	48,373.197 ordinary shares	48.373.197

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 (if applicable)	Nature of association
Nil	N/A

6. Addresses

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

Name	Address
All named persons	C/- Shanghai Merchants Holdings Limited, Rooms 2808-10, 28 th Floor, 71 Des Voeux Road Central, Hong Kong

Signature

print name	MICHAEL BOGUE	capacity	DIRECTOR
sign here	۱L. mu	date	2/11/06

604 Page 3/2 15 July 2001

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 specificall 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.
• The voting shares of a company constitute one class unless divided into separate classes. $\left( 4\right)$
• $(5)$ The person's votes divided by the total votes in the body coroorate or scheme multiplied by 100.
• $(6)$ Include details of:
• $(a)$ 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 cut 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 trelevant agreement' in section 9 of the Corporations Act 2001

• $(7)$ 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 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
• $\left( 3\right)$ 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

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604 GUIDE page 1/1 13 March 2000

Attachment A

This is attachment A of 1 page, referred to in the Form 604 - Notice of change of interests of substantial holder lodged by Shanghai Merchants Holdings Limited dated 2 November 2006 and signed by me.

Michael Bogue

2 November 2006

The substantial holders are the companies and individual noted in item 3 and the following subsidiaries of Shanghai Merchants Holdings Limited

Asia Cheer Trading Limited Sky Joy Management Limited Sino Chance Trading Limited Park Well International Group Limited First Landmark Limited Merchants (Hong Kong) Limited Rise Cheer Limited Net Success Investments Limited Chinaright Electronics Limited