MGX RESOURCES LIMITED — Major Shareholding Notification 2007

Feb 1, 2007

Confidential communication

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

2 February 2007

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

elleson

Stølen Toques

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

T+613 9643 4000 F +61 3 9643 5999

8725835_2.DOC / 03-5157-8112 / DRISTEVS

Page 1 of

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604 GUIDE page 1/1 13 March 2000

Form 604

Corporations Act 2001 Section 6718

Notice of change of interests of substantial holder

To Company Name/Scheme ACN/ARSN	Mount Gibson Iron Limited 008 670 817
1. Details of substantial holder (1) Name ACN/ARSN (if applicable)	Gallagher Holdings Limited Incorporated in Cyprus with company number HE 133001 ٨	Λ,
There was a change in the interests of the substantial holder on	31 / January / 2007
The previous notice was given to the company on	4 / January / 2007
The previous notice was dated	3 / January /2007 $\Gamma^{\prime\prime}$

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

1 Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5) 17.96%
Ordinary shares (ORD)	135,656,737	19.05%	135,656,737

3. Changes in relevant interests

÷.

Particulars of oach 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
04/01/2007 11/01/2007	Gallagher Holdings limited	Reduction in relevant Interest as a result of the dilutive impact of shares Issued by Mount Gibson fron Limited to optionholders in Mount Gibson Iron Limited who have exercised options to subscribe for ordinary shares in Mount Gibson tron Limited.	NA	109,730,611 ordinary shares	109,730,611
31/01/2007	Gallagher Holdings ⊔mited	On 31/01/07, Gallagher Holdings Limited exercised its option to acquire shares in Mount Gibson Iron Limited pursuant to the conditional sale agreement between Gallagher Holdings Limited and Australian	$$23,333,333$ (on completion of the transfer of the shares to Gallagher Holdings Limited)	25,925,926 ordinary shares	25.925.926

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8782720_1

$\overline{4}$

$\mathsf I$ $\mathbf{I}$

Ltd as trustee of the Australian Royalties Trust, dated 28/12/06 following satisfaction of the conditions. This is a change in the nature of the relevant interest already held by Gallagher Holdings
	Royaltes Corporation Pty
	Limited in those shares.

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	Registated 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	Gallagher Holdings Limited	Gallagher Holdings Limited	Registered holder of shares	109 730.811 ordinary shares	109 730 811
Gallagher Holdings Limited	Australian Royalties Corporation Pty Ltd as trustee of the Australian Royaldes Trust	Gallagner Holdings Limited (on completion of the transfer of the shares to Gallagher Holdings Limited)	Right to acquire shares	25.925.926 ordinary shares	25.925,926

5. Changes in association

$\overline{\phantom{a}}$

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
N٨

6. Addresses

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

Name Gallagher Holdings Limited	Address I Ledra House, 15 Aylou Pavlou Street, Aylos Andreas, CY, 1105, Nicosia, Cyprus
Australian Royalties Corporation Pty Ltd as Inistee of	Lavel 8, 131 York Street, Sydney, NSW, 2000
the Australian Royalties Trust

Signature

Dometrics Seigh Ides print name	Capacity Director
√ا√ sign here DIRECTIONS	/February / 2007 date Of

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 anne $(1)$

• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" in sections 603 and 671B(7) of the Corporations Act 2001. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $\langle 4 \rangle$
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• Include details of: $(b)$
• 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 terms of any relevant agreement, and a statemen $\langle$ a) 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 which the relevant interest relates (indicating clearly the $(b)$

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

Details of the consideration must include any and all benofits, money and other, that any person from whom a relevant interest was acquired has, or
may, become entitied to receive in relation to that acquisition. Details m $(7)$ contingency. 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 contingency. Details must be included of any benefit pald on beha are not paid directly to the person from whom the relevant interest was acquired.

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". ${B}$

Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. (9)