MOUNT RIDLEY MINES LIMITED — Director's Dealing 2005

Dec 27, 2005

page 1/2 15 July 2001 604

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	AXG MINING LIMITED
ACN/ARSN	092 304 964 __

1. Datails of substantial holder(1)

Name	WRF SECURITIES LTD		----
ACN/ARSN (If applicable)	000 714 054 –	---		--	---	---------

There was a change in the interests of the substantial holder on	22 /12 /20 05
The previous motice was given to the company on	20/9/2004
The previous notice was dated	20/9/2004

2. Previous and present voling power

The total rumbor 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) $\left| \right\rangle$ in whan lest may interest

Class of securities (4)	Previous notice		Present natice	__
	Person's votes	Voting power (5)	Person's votes!	Voting power [5]
ORDINARY FULLY PAID 114960,000		--- ---- 37 J Plo -----	i4,2⊨0,000	35-43%

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 giv

Dete of chenge	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affretad	Person's votes off act of
	ZOP9/2004 WRF SECURITIES LTD (OFF-MARKET PURCHARE) \$10,000-00			,5000 ORD	5000 ORD
	EZ/12/2004 WRF SECURITIES UP OFF-HARKET SALE		\$7500.00	1750000 090	750.000 pm

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 securides	Person entitled to be registered as holder (8).	Nature of relevont: Interest (6)	Class and number of securities	Person's votes
INPESEMBLE		WIF SELVERTIES WRF SELVERTER	$R_{\text{E4}}$ (states) $R_{\text{E4}}$	. წმაითი	In 260,000
رتتا	لπ	LШ	BENEFICIAL HOLDER ONDIAMOUS		DPD MARY

²⁸28.DEC.2005'' 8:30 ^ប្a⊐=aASX PERTH 089 321 9433

504 page 2/2 15 July 2001

5. Changes in association

The persons who have become associates (2) of, cosped 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 a 'annicable' ____ --	--- $-$ rure of association Nr' .	___ .
. . .	г. .
----------

6. Addresses

Signa

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

Name		Address
WRF SECURITIES LTD		GROUND FLOOR, 50 COLUM STREET, WEST PORTH WA ხდ\$
tuтe		CONTINUES ON AMMERICATION
	print rame PETER, MEBSE	Capacity SECRTARY

DIRECTIONS

• $(1)$ If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its nelated corporations, or the menager and quatee of an cquity 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 coming, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• $\boldsymbol{\omega}$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $\Box$ See the definition of "relevant interest" in sections 608 and 6718(7) of the Corporations Act 2001.
• $\left( 4 \right)$ The voting shares of a company constitute one class unless divided into separate classes.
• O The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• (6) include details of:
• 荷 any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 6718(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 dotails of any contract, scheme or
  orrangement, must accompany this form, together with a written statement c
• (n) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the vating powers or plaposal of the securities to which the relevant interest relates (indicading clearly the perticular securities to which the qualification applies),

See the definition of "relevent 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 iron whom a relevant interest was acquired has, or may, bocomie
  entitied to receive in relation to that acquisition. Details $\sigma$ the relevant interest was acquired.
• 间 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".
• $\Box$ Give details. If appropriate, of the present association and any change in that association since the last substantial holding notice.

089 321 9433

AXG Mining Limited (ACN 092 304 964)

This is Annexure ("A") of 2 pages referred to in

Form 604 Corporations Act 2001 Section 671B

Notice of initial substantial holder

4. Present relevant interests (continued)

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	Nature of relevant interest	Class and number of securities
Robert Nichevich	WRF Securities Ltd	WRF Securities Ltd	Existing by virtue of section 608(3) of the Corporations Act	Ordinary shares fully paid 14,260,000
Koy Pty Ltd (ACN 009 023 787)	88 61	н 17	и	11 11
Deluge Holdings Pty Ltd (ACN 009 317 597)	ш 11	47 96	м a.	ū. п.

6. Addresses (continued)

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

Name	Address
Robert Nichevich	41 View Street, Peppermint Grove, WA 6011
787)	Koy Pty Ltd (ACN 009 023 PO Box 1099, West Perth, WA 6872
(ACN 009 317 597)	Deluge Holdings Pty Ltd PO Box 1099, West Perth, WA 6872

Signature
print name	PETER WEBSE	capacity SECRETARY
sign here		$\frac{\text{date}28}{12}$ /2005

Appendix 3Y Change of Director's Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director's Interest Notice

Information or documents not available now must be given to ASX as soon as available, Information and documents given to ASX become ASX's property and may be made public.

Introduced 30/9/2001.

Name of entity:	AXG MINING LIMITED
ABN:	93 092 304 964	$\sim$ $\sim$ $\sim$

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

(Name of Director	ROBERT NICHEVICH
Date of last notice	24 February 2005

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note; In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of Indirect interest (including registered holder) Note: Princide details of the circumstances giving rise to the referant interest.	The registered holder is WRF Securities Limited, Mr Nichevich is a director and substantial shareholder of WRF Securities Limited
Date of change	22/12/2005
No. of securities held prior to change
Ordinary fully paid shares	15,010,000
Listed 20 cent 31/08/10 options	12.808.001
Class	Listed 20 cent 31/08/10 options
Number acquired	Nil
Number disposed	750,000 ordinary fully paid shares
	10,808,001 listed 20 cent 31/8/10 options
Value/Consideration Note: If consideration is non-eash, provide details and communicavaluation Ordinary shares	\$75,000
Listed options	5216,160.02
No. of securities held after change Ordinary fully paid shares
Listed 20 cent 31/08/10 options	14,260,000
	2,000,000

⁺ See chapter 19 for defined terms.

Appendix 3Y Change of Director's Interest Notice

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of recurries ander dividend reinversment plan, participation in buy-back	Off-market sale of shares and options.

Part 2 - Change of director's interests in contracts

Note: In the case of a computy, interests which come within prosesspli (ii) of the definition of "notifinble interest of a director" should be disclosed
In this part,

Detail of contract	Nil
Nature of interest
Name of registered holder (if issued securities)
Date of change
No. and class of securities to which interest related prior to change Note: Details are only required for a commet in relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
Interest after change

$\ddot{\phantom{a}}$

⁺ See chapter 19 for defined terms.