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MGX RESOURCES LIMITED Share Issue/Capital Change 2004

Jan 26, 2004

65331_rns_2004-01-26_f049557e-bd4e-4a70-80d8-51644901f369.pdf

Share Issue/Capital Change

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Mount Gibson Iron Limited

First Floor, 7 Havelock Street West Perth 6005, Western Australia

ARN 87 008 670 817

PO Box 55, West Perth, WA 6872

Telephone: 61-8-9485 2355 Facsimile: 61-8-9485 2305 E-mail: [email protected]

No. Pages $=$ $\mathbf{1}$

VIA: WWW.ASX.ONLINE.COM

26 January 2004

The Manager Company Announcements Australian Stock Exchange Limited Level 10, 20 Bond Street SYDNEY NSW 2000

SUBJECT: DIRECTORS AND EMPLOYEES SHARE SCHEME

The Board of Mount Gibson Iron Limited has resolved to seek Shareholder's approval for the implementation of a Directors and Employees Share Scheme whereby a number of Options will periodically be offered to Directors. Senior Management and Employees, which in total will not exceed 5% of the number of shares then on issue.

It is proposed that the first offer of 13.5 million Options will be made to approximately 40 persons. Subject to the offeree's continuing employment on 31 December 2005 the Options wil be issued on 1 January 2006, and will be exerciseable at 25 cents per share on or before 31 December 2006.

The Board wishes to make the offer to existing personnel and to personnel recently recruited to its mining operations at Tallering Peak to establish a sense of ownership in the Company, and to encourage its experienced workforce, most of whom have been recruited from the Mid West region of Western Australia, to remain with the Company on a long term basis.

Details of the scheme and proposed allocations to Directors will be put to Shareholders for their approval in the near future.

The Board has also resolved, subject to Shareholders' approval, to offer 12 million Options exercisable at 22 cents each on or before 15 October 2005 to 12 key personnel. It is proposed that 4.0 million of these Options will be issued to Managing Director, Brian Johnson, or his nominee.

The Board believes these personnel were instrumental in the successful development of the Tallering Peak iron ore project and should be suitably rewarded, with the Option issue being at little cost to the Company.

Proposed allocations will be presented to Shareholders for their approval in the near future.

Yours sincerelv MOUNT GIBSON IRON LIMITED

$\mathscr{P}$

Angela Dent Company Secretary