TALONX RESOURCES LIMITED — AGM Information 2004

Sep 23, 2004

MOUNT BURGESS MINING N.L.

A.C.N. 009 067 476

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the Company will be held at Rydges Perth, Cnr Hay and King Street, Perth, Western Australia at 10.30 a.m. on Friday 29^th October 2004.

BUSINESS

Resolution 1. Financial report and directors' and audit reports

To receive and consider the financial report, including the directors' declaration, for the year ended 30 June 2004 and the related directors' report and audit report.

Resolution 2. Rotation/Re-election of Directors - Mr A P Stirling

To consider and, if thought fit, pass the following as an ordinary resolution:

"that Mr Alfred Patrick Stirling, a director appointed since the last Annual General Meeting, retires by rotation in accordance with Clause 13.3 of the Company's Constitution, and being eligible, be re-elected as a Director of the Company."

Resolution 3. Rotation/Re-election of Directors - Mr M L Spence

To consider and, if thought fit, pass the following as an ordinary resolution:

"that Mr Martin Lindsay Spence, a director appointed since the last Annual General Meeting, retires by rotation in accordance with Clause 13.3 of the Company's Constitution, and being eligible, be re-elected as a Director of the Company.

Resolution 4. Approval of Share Placement announced on 17 May 2004

To consider and, if thought fit, pass the following as an ordinary resolution:

"that the placement as announced to the Australian Stock Exchange on 17 May 2004, of 3,800,000 ordinary shares, which rank parri passu with existing shares, to:

J P Morgan Australia Ltd	1,000,000
Running Water Limited	400,000
Citicorp Nominees	2,400,000

at a value of \$0.07 per share to raise the Company \$266,000 be approved."

None of the allottees are related parties or associates of the Company.

Funds from the placement to be applied to geophysical programmes, drilling and working capital.

(The Company will disregard any votes cast on the resolution by the above named persons and their associates. However, the Company need not disregard a vote if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.)

Resolution 5. Approval of Share Placement announced on 9 July 2004

To consider and, if thought fit, pass the following as an ordinary resolution:

"that the placement as announced to the Australian Stock Exchange on 9 July 2004, of 8,000,000 ordinary shares, which rank parri passu with existing shares, to:

Nefco Nominees	3,600,000
J P Morgan Nominees Australia	1,250,000

250,000
100,000
500,000
150,000
250,000
500,000
120,000
140,000
120,000
120,000
700,000
100,000
100,000

at a value of \$0.07 per share to raise the Company \$560,000 be approved."

None of the allottees are related parties or associates of the Company.

Funds from the placement to be applied to geophysical programmes, drilling and working capital.

(The Company will disregard any votes cast on the resolution by the above named persons and their associates. However, the Company need not disregard a vote if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.)

Resolution 6. Approval of Share Placement announced on 21 September 2004

To consider and, if thought fit, pass the following as an ordinary resolution:

"that the placement as announced to the Australian Stock Exchange on 21 September 2004 of 6,000,000 ordinary shares, which rank parri passu with existing shares, to:

Citicorp Nominees	1,600,000
J P Morgan Nominees Australia	2,000,000
R Keene	700,000
Jogib Investments Pty Ltd	1,000,000
Cen Pty Ltd	200,000
BF & EB Miers (Miers Transport S/F A/c)	150,000
Dadlon Pty Ltd	200,000
JE & BJ Reeves (Darcy Super Fund A/c)	150,000

at a value of \$0.07 per share to raise the Company \$420,000 be approved."

None of the allottees are related parties or associates of the Company.

Funds from the placement to be applied to geophysical programmes, drilling and working capital.

(The Company will disregard any votes cast on the resolution by the above named persons and their associates. However, the Company need not disregard a vote if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.)

Any Other Business

Voting Entitlement

The Board has determined that a shareholder's voting entitlement at the meeting will be taken to be the entitlement of that person shown in the register of members as at 5 p.m. on Wednesday 27 October 2004.

Proxies

A Proxy Form accompanies this notice and to be effective must be received at the Company's Registered Office, Level 5, 178 St. Georges Terrace, Perth, Western Australia or faxed to the Company on $+61893224607$ no later than 10.30 a.m. on Wednesday 27 October 2004.

By order of the Board of Directors

Dated this 24th day of September 2004.

MOUNT BURGESS MINING N.L.

A.C.N. 009 067 476

PROXY FORM

Please return to: Company Secretary, C/o Advanced Share Registry Services, $P$ O Box 6283. East Perth, Western Australia 6892 or Level 7, 200 Adelaide Terrace, Perth; Western Australia, 6000

П

For the Annual General Meeting of the Company to be held on the 1st Floor, Rydges Perth, Cnr Hay and King Street, Perth, Western Australia, on Friday 29 October 2004 at 10.30am.

$I/We$

$of$

being a Member/Members of Mount Burgess Mining N.L. hereby appoint

or failing him/her, the Chairman of the Company as my/our proxy to attend and vote for me/us on my/our behalf at the General Meeting of the Company to be held at 10.30am on Friday 29 October 2004 at Rydges Perth, Cnr Hay and King Streets, Perth, Western Australia and at any adjournment thereof.

The Chairman intends to vote in favour of the resolutions with respect to all undirected proxies given to him.

If you do not wish to direct your proxy how to vote, please place a mark in the box

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

ITEM OF BUSINESS

Resolution Number	For	Against
1. Financial report and directors' and audit reports.	$\Box$
2. Re-election of Mr A P Stirling	□
3. Re-election of Mr M L Spence	□
4. Approval of Share Placement announced on 17 May 2004	□
5. Approval of Share Placement announced on 9 July 2004	□
6. Approval of Share Placement announced on 21 September 2004

See over for signing instructions

This form must be signed by the member (in the case of a body corporate in the manner authorised by Section 127 (1) or (2) of the Corporations Law) or by an attorney of the member, as follows:

Shareholder's Telephone Number:	Shareholder's Fax Number :
Signature Of Shareholder(s) (All joint holders must sign)	Corporations Law.	Companies Only - Executed in accordance with the Company's Constitution and the
Date Signature	Sole Director and Sole Secretary	Date
١x Date Signature	Date Director	Date Secretary
Signature Date	Date Director	Director Date Note: If signed under Power of Attorney, a Certified Copy of the relevant Power of Attorney document must be exhibited to the Registry.

NOTES

A Shareholder of a Company who is entitled to attend and cast a vote at a meeting of the Company's members may appoint a person as the Shareholder's proxy to attend and vote for the Shareholder at the meeting.

The appointment may specify the proportion or number of votes that the proxy may exercise.

Each Shareholder may appoint a proxy. If the Shareholder is entitled to cast 2 or more votes at the meeting, they may appoint 2 proxies. If the Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise half of the votes.

An instrument appointing a proxy:

• $(i)$ shall be in writing under the hand of the appoint or of his attorney, or, if the appoint or is a corporation, either under seal or under the hand of a duly authorised officer or attorney;
• $(ii)$ may specify the manner in which the proxy is to vote in respect of a particular resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote on the resolution except as specified in the instrument;
• shall be deemed to confer authority to demand or join in demanding a poll; $(iii)$
• $(iv)$ shall not be valid unless the original instrument and the power of attorney or other authority (if any) under which the instrument is signed (duly stamped where necessary) or a copy or facsimile which appears on its face to be an authentic copy of that proxy, power or authority, is or are deposited at or sent by facsimile transmission to the Registered Office, or deposited at or sent by facsimile transmission to such other place as is specified for that purpose in the notice convening the general meeting, no later than 48 hours prior to the time of the commencement of the general meeting in the place that the general meeting is being convened (or the resumption thereof if the general meeting is adjourned.)