MGX RESOURCES LIMITED — Major Shareholding Notification 2007

Aug 16, 2007

MALLESONS STEPHEN JAQUES

Confidential communication

17 August 2007

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

Dear Sir/Madam

Mt Gibson Iron Limited (ABN 87 008 670 817)

We attach notices relating to substantial holdings in Mt Gibson Iron Limited on behalf of Gallagher Holdings Limited and Gazmetall Holding (Cyprus) Limited

$\ddot{\phantom{a}}$

Yours faithfully

$\mathcal{L}^-$

Level 50 Bourke Place 600 Bourke Street Melbourne VIC 3000 Australia DX 101 Melbourne ABN 22 041 424 954 mel@mallesons.com www.mallesons.com F +61 3 9643 5999

T +61 3 9643 4000

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	Mount Gibson Iron Limited
ACN/ARSN	008 670 817
1. Details of substantial holder (1)
Name	Gallagher Holdings Limited
ACN/ARSN (if applicable)	Incorporated in Cyprus
There was a change in the interests of the substantial holder on		14 August 2007
The previous notice was given to the company on		2 February 2007
The previous notice was dated		February 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 r

Class of securities (4)	Previous notice		Present notice	_________
.	Person's votes	Voting power (5)	Person's votes	Voling power (5)
	135,656.757	17.96%	135.656.757	17.22%
	--------------------------------------

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

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
14 August 2007	Gallagher Holdings Limited	Previously, Gallagher Holdings Limited was the registered holder of these shares. These shares have now been transferred to a nominee company ANZ Nominees Limited with the ultimate beneficial holder being Gazmetali Holding (Cyprus) Limited (" Gazmetali "), an associate of Gallagher Holdings Limited. The reduction in the voting power from the previous notice filed by Gallagner Holdings Limited is due to the dilutive impact of shares issued by MGX since that previous notice was filed.	ΝA	135,656,757	135,656,757 ه مرب

604 page 2/2 15 July 2001

ا
موس

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
Gallagher Holdings Limited	ANZ Nominees Limited	ANZ Nominees Limited	Gallagher Holdings Limited is an associate of Gazmetall. Gazmetall is the ultimate beneficiary of the shares held by ANZ Nominees Limited that are the subject of this notice.	135 656 757	135,656,757

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
Gazmetall Holding (Cyprus) ) Limited	Same ultimate shareholder

6. Addresses

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

Name	Address
Gallagher Holdings Limited	Ledra House, 15 Aylou Pavlou Street, Aylos Andreas, CY, 1105, Nicosia, Cyprus
Gazmetall Holding (Cyprus) Limited	Ledra House, 15 Ayiou Pavlou Street, Aylos Andreas, CY, 1105, Nicosia, Cyprus
ANZ Nominees Limited	Level 6, 100 Queen Street, Melbourne, Victoria, 3000

Signature

print name	Demenis Serghiões --------------------------------------	Capacity Director
sign here	Νı	August 2007 date

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 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.
• 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. $(4)$
• $(5)$ 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 $(a)$ 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 stateme

604 page 2/2 15 July 2001

لىكى
مەسمە

• $(b)$ 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
• See the definition of "relevant agreement" in section 9 of the Corporation's Act 2001.

l,

• 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 $(7)$ 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". $\ddot{\phantom{a}}$
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

603 page 1/2 15 July 2001

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	Gazmetall Holding (Cyprus) Limited
ACN/ARSN (if applicable)	Incorporated in Cyprus
The holder became a substantial holder on	14 August 2007

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 became a substantial holder are as follows:

Class of securities (4)	Number of securities --------------------------------------	Person's votes (5)	Voting power (6)
ORE	135.656.757	35,656,757 .	$1.22\%$ $4 -$
		--------------------------------------

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
Gazmetall Holding (Cyprus) Limited	Ultimate beneficial holder of the shares the subject of this notice which are registered in the name of ANZ Nominees Limited	135,656,757 ordinary shares
Gallagher Holdings Limited	Gallagher Holdings Limited was the former registered holder of the shares the subject of this notice and is an associate of Gazmetall Holding (Cyprus) Limited	135,656,757 ordinary shares

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
Gazmetall Holding (Cyprus) Limited	ANZ Nominees Limited	ANZ Nominees Limited	135,656,757 ordinary shares

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)
		Cash	Non-Cash
Gazmetall Holding (Cyprus) Limited	14 August 2007	US\$94,262,000	NΑ	135,656,757 ordinary shares

603 page 2/2 15 July 2001

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
.	________
.	_
Limited	Same ultimate shareholder
r Holdinas.	__
-------------------	_______
.	---------------

7. Addresses

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

Name	Address
Gazmetall Holding (Cyprus) Limited	Ledra House, 15 Aviou Pavlou Street, Aylos Andreas, CY, 1105. Nicosia, Cyprus
Gallagher Holdings Limited	Ledra House, 15 Aylou Pavlou Street, Aylos Andreas, CY, 1105. Nicosia, Cyprus
ANZ Nominees Limited	Level 6, 100 Queen Street, Melbourne, Victoria, 3000

Signature

print name	Demetris Serghides		Capacity Director
sign here	_________	_____ 01 7273	-------------------------------------- August 2007 date а

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 associate has a relevant $(5)$ interest in.
• $(6)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(7)$ Include details of:
• $(a)$ any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(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
• 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 $(b)$ 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 "unknown". $(8)$
• $(9)$ 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.