TALONX RESOURCES LIMITED — Capital/Financing Update 2003

Apr 15, 2003

MOUNT BURGESS MINING $N.L.$

ACN: 009 067 476

Level 5, 178 St Georges Terrace, Perth, Western Australia, 6000 PO Box 7200, Cloisters Square, Perth, Western Australia, 6850 Telephone: (61.8) 9322 6311 Email: mtb@mountburgess.com Facsimile: (61 8) 9322 4607 Website: www.mountburgess.com

FACSIMILE TRANSMISSION

TO Company Announcements Platform $\ddot{\phantom{a}}$ DATE 16 April 2003 ŧ FROM $\mathbf{r}$ Mount Burgess Mining N.L.

NO. OF PAGES 10 (including this header) $\ddot{\phantom{a}}$

Ref: ASXTAX

MESSAGE

— . — . . . . . . . . . . .

SHARE PLACEMENT

This facsimile transmission contains information of Mount Burgess Mining N.L. intended only for the use of the individual(s) named on the transmission sheet. If you are not the intended recipient, you are hereby notified that any disclosure, copying, distribution or the taking of any action in reliance on the contents of this facsimile transmission is strictly prohibited. If you have received this transmission in error, please notify us by telephone immediately so that we can arrange for the return of the documents to us at no cost to you.

MOUNT BURGESS MINING N.L.

ACN: 009 067 476

Level 5, 178 St Georges Terrace, Perth, Western Australia, 6000 PO Box 7200, Cloisters Square, Perth, Western Australia, 6850 Telephone: (61-8) 9322-6311 Email: mtb@mountburgess.com Facsimile: (61 8) 9322 4607 Website: www.mountburgess.com

Our Ref: ASX Announcements 16 April 2003

The Australian Stock Exchange Limited Company Announcements Office 10th Floor 20 Bond Street Sydney NSW Australia

Dear Sir,

On the 15th April 2003, Mount Burgess Mining N.L. completed a placement of 5,500,000 fully paid ordinary shares to raise \$385,000. The placement was at an issue price of \$0.07 per share.

Proceeds from the placement will be used to fund geophysical programmes, drilling and working capital.

In accordance with ASIC Class Order 02/1180, Mount Burgess advises that there is no information to disclose of the kind that would be required to be disclosed under Section 713 of the Corporations Act 2001 if a prospectus were lodged in relation to the offer of the Placement shares other than information which has been disclosed to ASX; and

There will be no section 731(6) Corporations Act 2001 determination in force with respect of MTB at the time at which the Placement shares are issued.

Nige forreste Managing Director

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

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 1/7/96. Origin: Appendix 5. Amonded 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

MOUNT BURGESS MINING N.L.

ABN

31 009 067 476

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{I}$ ⁺Class of ⁺securities issued or to be issued

Ordinary fully paid

• $\overline{2}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the "securities (eg, if options, exercise price and expiry date; if partly paid "securities, the amount outstanding and due dates payment; if ⁺convertible for securities, the conversion price and dates for conversion)

5,500,000

Fully paid ordinary shares at an issue price of \$0.07 each

⁺ See chapter 19 for defined terms.

Do the "securities rank equally in all $\overline{a}$ Yes respects from the date of allotment with an existing ⁺class of quoted *securities? If the additional securities do not rank equally, please state: $\bullet$ the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not tank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration \$0.07 per share 6 Purpose of the issue Funds raised from this issue will (If issued as consideration for the be applied to geophysical acquisition of assets, clearly identify those assets) programmes, drilling and working capital $\overline{\mathcal{I}}$ Dates of entering 'securities into Within three business days of uncertificated holdings $\alpha$ receipt of funds. TBA despatch of certificates Number $\overline{\text{C}}$ lass $8\phantom{.0}$ Number and ⁺class of all ⁺securities quoted on ASX (including the 107,000,000 Ordinary Fully securities in clause 2 if applicable) Paid

⁺ See chapter 19 for defined terms.

$\bar{z}$

Appendix 3B New issue announcement

		Number	+Class
9	Number and + class of all + securities not quoted on ASX (including the securities in clause 2 if applicable)	2,250,000	unlisted employee share options expiring 31/12/05 (ASX Ref MTBAM)
		1,350,000	unlisted employee share options expiring 31/12/06 (ASX Ref MTBAO)
		300,000	Unlisted employee share options expiring 31/12/07 (ASX Ref MTBAQ)
			All above options exercisable at 25 cents
10 1	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)		N/A

Part 2 - Bonus issue or pro rata issue

$_{11}$	Ιs security holder approval required?
12
	Is the issue renounceable or non- renounceable?
13	Ratio in which the *securities will be offered
14	Class of securities to which the offer relates
15	*Record date determine to entitlements
16	Will holdings on different registers (or subregisters) be aggregated for
	calculating entitlements?
17	Policy for deciding entitlements in
	relation to fractions
18
	Names of countries in which the entity has *security holders who will
	not be sent new issue documents
	Note: Security holders must be told how their
	entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date fог receipt of acceptances or renunciations

⁺ See chapter 19 for defined terms.

$\hat{\mathcal{A}}$

Appendix 3B New issue announcement

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23.
Fee or commission payable to the broker to the issue
24 Amount of any handling fee payable to brokers who lodge
acceptances or renunciations on behalf of *security holders
25 If the issue is contingent on *security holders' approval, the date
of the meeting
26 Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to persons entitled
27
If the entity has issued options, and the terms entitle option holders to
participate on exercise, the date on which notices will be sent to option
holders
28 Date rights trading will begin (if
applicable)
29 Date rights trading will end (if
applicable)
30 How do 'security holders sell their
entitlements in full through a
broker?
31 How do *security holders sell part
of their entitlements through a broker and accept for the balance?

$\bar{z}$

$\bar{\rm v}$

⁺ See chapter 19 for defined terms.

32 How do *security holders dispose of their entitlements (except by sale through a broker)?

33 *Despatch date

		________
		________
		________

Part 3 - Quotation of securities

Securities described in Part 1

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• $(1)$

$(b)$

All other securities

Example: restricted securities at the end of the eserowed portod, partly paid socurities that become fully paid, employee incentive share securities when restriction onds, securities issued on expiry or conversion of convertible securities

Entities that have ticked box $34(a)$

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35
• If the *securities are *equity securities, the names of the 20 largest holders of the additional 'securities, and the number and percentage of additional 'securities held by those holders
• 36 If the 'securities are 'equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ 5,001 - 10,000 $10,001 - 100,000$ 100,001 and over

37

A copy of any trust deed for the additional *securities

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• Number of securities for which 38 ⁺quotation is sought
• Class of ⁺securities for which 39 quotation is sought
• 40 Do the 'securities rank equally in all respects from the date of allotment with an existing 'class of quoted *securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they $\bullet$ participate for the next dividend. (in the case of a trust, distribution) or interest payment
• the extent to which they do not $\bullet$ rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: in the case of restricted securities, end of restriction poriod

(if issued upon conversion of another security, clearly identify that other security)

42 Number and "class of all "securitie quoted on ASX (including th securities in clause 38)

	Number	. + Class
8
ē.
	-----

⁺ See chapter 19 for defined terms.

Quotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{1}$ quote the 'securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the 'securities to be quoted complies with the law and is not for $\bullet$ an illegal purpose.
• There is no reason why those 'securities should not be granted 'quotation.
• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any 'securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the 'securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to he 'securities to be quoted, it has been provided at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted

⁺ See chapter 19 for defined terms.

• We will indemnify ASX to the fullest extent permitted by law in respect of any claim, $\overline{\mathbf{3}}$ action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before tquotation of the 'securities begins. We acknowledge that ASX is relying on the information and docturers. We warrant that they are (will be) true and complete.

---

Date: 16 April 2003

Print name:

NIGEL FORRESTER

Appendix 3B Page 8

⁺ See chapter 19 for defined terms.