MGX RESOURCES LIMITED — Major Shareholding Notification 2011

Oct 26, 2011

TELEPHONE +61.2 8915 1000 FACSIMILE +61 2 8916 2000 Level 12 60 Carrington Street Sydney NSW Australia GPO Box 1433 Sydney NSW 2001 Australia DX 262 Sydney ABN 55 365 334 124

27 October 2011

Our Ref: DB:ALL004/4001

The Manager Company Announcements Office Australian Stock Exchange Limited 20 Bridge Street SYDNEY NSW 2000

By Facsimile: 1300 135 638 Page 1 of 5 pages

Dear Sir/Madam

Form 605 - Notice of ceasing to be a substantial holder

Please find enclosed ASIC form 605 relating to Mount Gibson Iron Limited (ASX Code MGX).

Yours sincerely

David Blackburn Partner Direct Line: (02) 8915 1008 Direct Fax: (02) 8916 2008 Email: david.blackburn@addisonslawyers.com.au

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605 page 1/2 15 July 2001

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	MARINA ILM IN ANII PAN
	Form 605
	Corporations Act 2001 Section 671B
	Notice of ceasing to be a substantial holder
To Company Name/Scheme	Mount Gibson Iron Limited ("MGX")
ACN/ARSN	057 793 834
1. Details of substantial holder(1) Name	Allied Overseas Limited ("AOL") and its related bodies corporate, including those entities and persons listed in Annexure A
ACN/ARSN (If applicable)
The holder ceased to be a substantial holder on	25 /10 /11
The previous notice was given to the company on. The previous notice was dated	27 /05/11 27/05/11
2. Changes in relevant interests
	Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) 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:

$\overline{a}$ bate of change	Person whose relevant interest channed	Nature of chance (4)	. Consideration given in relation to change(5)	. Class (6) and number of securities affected	Person's votes affected
25/10/11	See Annexure B	$\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ See Annexure B	N/A	.	. See Annexure $B_1$
$10 - 24 = 14$

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association: (i) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

a selection Name and ACN/ARSN (if applicable)	. $-10.00$ $1.1 - 1.00$ Nature of association
	$-0.000$ A R 20 E $\cdots$ .

4. Addresses

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

.	22.21
$-$ Name	Address . .
the state of the state of the .
.	.
	The process committee in a simple energy pro- .

Signature

	print name Mark Wong	Director, Allied Overseas Linnited capacity
sign here	______	date $27/10/1$

×,

605 page 2/2 15 July 2001

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (og. a corporation and its related corporations, or the manager and turstee of an
  equity trust), the names could be included in an ame $\langle 1 \rangle$ the form.
• See the definition of "relevant interest" in sections 608 and 571B(7) of the Corporations Act 2001. $\langle \hat{z} \rangle$
• See the definition of "associate" in section 9 of the Corporations Act 2001. $\left\langle \hat{g} \right\rangle$
• $\left( 4\right)$ 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 $[a]$ discussive business of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or archives are a contract, scheme or archives are any relevant agreement, and a stateme
• 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 Ø)

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 relovant interest was acquired has, or may, become $\left(!!\left\langle \cdot\right\rangle!!\right)$ entitied to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingercy. Details must be included even if the benefit is conditional on the whom the relevant interest was acquired.
• The voting shares of a company constitute one class unless divided into separate classes. 圜
• Give details, if appropriate, of the present association and any change in that association since the last substantial intelligencies. $\Box$

Annexure "A"

This is Annexure "A" of 1 pages referred to in the Form 605 signed by me and dated

Pr.Uh-

Signed: Mark Wong Director, Allied Overseas Limited

$27.10.11$ Dated:

Allied Group Limited (and its subsidiaries including Allied Properties (H.K.) Limited and Allied Overseas Limited)

Lee and Lee Trust (Trustees: Lee Seng Hui, Lee Su Hwei and Lee Seng Huang)

New Able Holdings Limited

Minty Hongkong Limited

Zealous Developments Limited

Cashplus Management Limited

Annexure B

This is Annexure "B" of 1 pages referred to in the Form 605 signed by me and dated

٠	r. AND s li sil
Signed: . جەب	ong .

Director, Allied Overseas Limited

$27.10.11$ Dated:

On 24 May 2011, New Able Holdings Limited (a direct wholly owned subsidiary of AOL) entered into a conditional agreement to acquire all of the shares in Taskwell Limited ("Taskwell") and Rise Cheer Investments Limited ("Rise Cheer") from Besford International Limited, a wholly owned subsidiary of COL Capital Limited (the "Acquisition Agreement").

To the knowledge of AOL, as at 24 May 2011:

• Taskwell and Rise Cheer owned 11.29% and 16.36% of the voting power in APAC $(a)$ Resources Limited ("APAC");
• APAC and its subsidiaries held an aggregate of 279,877,774 MGX shares which $(b)$ represents an approximate 25.85% shareholding interest in MGX.

As a consequence of the Acquisition Agreement and by virtue of s608(3) of the Corporations Act 2001 (Cth), AOL and its related bodies corporate were deemed to hold a relevant interest in MGX. On 25 October 2011 the Acquisition Agreement lapsed due to the non fulfilment of a condition precedent to the Acquisition Agreement and AOL and its related bodies corporate ceased to be a substantial shareholder of MGX.