MGX RESOURCES LIMITED — Major Shareholding Notification 2006

Oct 24, 2006

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Aztec Resources Limited (Aztec)
ACN/ARSN	078 548 562
Details of substantial holder (1) 1. Name ACN (if applicable)	Mount Gibson Iron Limited (MGI) and each of its controlled bodies corporate (MGI Subsidiaries) detailed in Annexure A 008 670 817
There was a change in the interests of the substantial holder on	24/10/2006
The previous notice was given to the company on	10/10/2006
The previous notice was dated	10/10/2006

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interest 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)
Ordinary Shares	344,875,618	33.05%(based on 1,043,351,777 ordinary shares on issue)	347,732,038	31.00%(based on 1,121,129,555 ordinary shares on issue)

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 inferest changed	Nature of change (6)	Consideration given in relation to change $(7)$	Class and number of securities affected	Person's votes affected
See Annexure В	MGI	Acquisition of relevant interests in ordinary shares in Aztec as a result of acceptances of takeover offers made by MGI dated 28 August 2006 which were included in its bidder's statement dated 11 August 2006 (the Offers). (See Annexure C).	1 MGI ordinary share for every 3 Aztec ordinary shares. subject to the terms of the Offers	See Annexure B	See Annexure B
24/10/06	MGI	Issue by Aztec of 77,777,778 fully paid ordinary shares to Australian Royalties Corporation Pty Ltd pursuant to the terms and conditions of a Deed of Settlement and Release announced to the ASX on 24 October 2006.	N/A	N/A	N/A

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
MGI	Various offerees who have accepted the Offer	Subject to the terms of the Offers, MGI	Relevant interest under section 608(1) and/or section 608(8) of the Corporations Act 2001 pursuant to acceptances of the Offers. The shares which are the subject of the acceptances have not yet been transferred into the name of MGI. The power of MGI to vote or dispose of the shares that are the subject of acceptances of the Offers is qualified since the Offers have not been declared unconditional and it is not presently registered as the	188,700,116 fully paid ordinary shares	188,700,116
			holder of the shares.
MGI	MGI	MGI	Relevant interest under s608(1) of the Corporations Act 2001 (Cth), being a relevant interest arising through MGI being the registered holder of the shares.	159,031,922 ordinary shares	159,031,922

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 (if applicable)	Nature of association
N/A	N/A

6. Addresses

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

Name	Address
Mount Gibson Iron Limited	-6005 7 Havelock Street, West Perth, Western Australia, Level
Each MGI Subsidiarv	See annexure A

Signature

Alan Rule print name

sign here

capacity Director - Mount Gibson Iron Limited

date 24/10/2006

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 6 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.

$\mathscr{W}_\sim$

• $\overline{4}$ 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:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any $(a)$ 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 disposal of the securities to $(b)$ 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.

• $(7)$ 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.
• ${8}$ 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 "A" to Form 604

This is Annexure "A" of 1 page referred to in the Form 604 (Notice of Change of Interests of Substantial Holder), signed by me and dated 24 October 2006.

24/10/06

ally

Date

Director

MGI Subsidiaries

Mount Gibson Mining Limited ACN 074 575 885 Geraldton Bulk Handling Pty Ltd ACN 100 105 388 WHTK Pty Ltd ACN 098 602 343

Address

Level 1, 7 Havelock Street, West Perth, Western Australia, 6005 Level 1, 7 Havelock Street, West Perth, Western Australia, 6005

Level 1, 7 Havelock Street, West Perth, Western Australia, 6005

Annexure "B"

This is Annexure "B" of 1 page referred to in the Form 604 (Notice of Change of Interests of Substantial Holder), signed by me and dated 24 October 2006.

24/10/06

ally

Date

Director

Details of changes in relevant interests pursuant to acceptances of the Offers

DATE OF CHANGE	CLASS AND NUMBER OF SECURITIES AFFECTED	PERSON'S VOTES AFFECTED
11 October 2006	111, 300	111, 300
12 October 2006	25,000	25,000
16 October 2006	2,012,320	2,012,320
17 October 2006	431.000	431,000
18 October 2006	25,000	25,000
20 October 2006	251,800	251,800

Annexure "C"

This is Annexure "C" of 1 page referred to in the Form 604 (Notice of Change of Interests of Substantial Holder), signed by me and dated 24 October 2006.

24/10/06

ally

Date

Director

Takeover Offer terms

The terms of the Offers are contained in section 12 of the bidder's statement dated 11 August 2006 issued by MGI.

Copies of the above document are available from the ASX website: www.asx.com.au.