TALONX RESOURCES LIMITED — Capital/Financing Update 2006

Jan 2, 2006

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. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

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).

$\mathbf{1}$ ⁺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
• $\overline{3}$ Principal terms of the "securities (eg, if options, exercise price and expiry date: if partly paid *securities, the amount outstanding and due dates for payment; if *convertible securities, the conversion price and dates for conversion)

7,850,000

Fully paid ordinary shares $\hat{a}$ an issue price of \$0.09 each

⁺ See chapter 19 for defined terms.

4	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 extent to which the they participate for the next dividend, $\lim$ the case of a. trust. distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment	YES
5.	Issue price or consideration	\$0.09
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Funds from this placement will be applied to working capital and geophysical programmes and drilling on the Company's diamond and base metals projects in Namibia and Botswana.
		The Company plans to commence an infill drilling programme in January 2006 at its Kihabe base metals project in Botswana, to bring this large 2.4km long zone of zinc, lead, silver and vanadium mineralization into a JORC compliant resource/reserve.
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	30 December 2005
		Number	+ Class
8	Number and tclass + οf all *securities quoted ASX on (including the securities in clause 2 if applicable)	178,890,000	Ordinary Fully Paid

$+$ See chapter 19 for defined terms.

		Number	+ Class
9	Number and + class of all + securities not quoted on ASX (including the securities in clause 2 if applicable)	3,000,000	Unlisted employee share expiring options 31/12/10
		1,750,000	Unlisted employee share Options expiring $(ASX -$ 31/12/05 Ref MTBAM)
		850,000	Unlisted employee share Options expiring 31/12/06 (ASX Ref MTBAO)
		100,000	Unlisted employee share Options expiring 31/12/07 (ASX Ref MTBAQ)
		2,400,000	Unlisted employee share Options expiring (ASX) 31/12/09 Ref MTBAI)
		All above options exercisable at 25 cents
10	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	holder approval security Is. 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	determine + Record date to entitlements

$+$ See chapter 19 for defined terms.

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 issue new documents Note: Security holders must be told how their entitlements are to be dealt with Cross reference: rule 7.7.
19	Closing date for οf receipt acceptances or renunciations

L

$+$ See chapter 19 for defined terms.

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	handling Amount of any 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?

$+$ 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

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

34	Type of securities
	(tick one)

• Securities described in Part 1 $(a)$ $\sqrt{}$
• $(b)$

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, 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)

• 38 Number of securities for which ⁺quotation is sought
• 39 Class of *securities for which 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 participate for the next dividend. (in the case of a trust, distribution) or interest payment
• the extent to which they do not 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 period

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

42 Number and ⁺class of all ⁺securities quoted on ASX (including the securities in clause 38)

Number	+ Class

	+ See chanter 19 for defined terms.

Ouotation agreement

• $\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may 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. $\bullet$
• 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.
• 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.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, 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 "quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Nigel Forrester (Director)

Date: 30 December 2005

Print name: NIGEL FORRESTER.

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⁺ See chapter 19 for defined terms.

MOUNT BURGESS MINING N.L.

ACN: 009 067 476

Level 4, 109 St Georges Terrace, Perth, Western Australia, 6000 PO Box Z5301, St Georges Terrace, Perth, Western Australia, 6831 Telephone: (618) 9322 6311 Email: mtb@mountburgess.com Facsimile: (61 8) 9322 4607 Website: www.mountburgess.com

30 December 2005

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

NOTICE UNDER SECTION 708A(5)(e) OF THE CORPORATIONS ACT

For the purposes of 708A of the Corporations Act 2001 ("Commonwealth") ("Act"), the Company has allotted 7,850,000 shares at an issue price of 9 cents without disclosure to investors under Part 6D.2 of the Act, and provides this notice in accordance with Section 708A(5)(e). Further, at the date of this notice, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company and Section 674 of the Act. In addition, as at the date of this notice there is no "excluded information" (as defined in Section 708A(7) and (8) of the Act), required to be disclosed by the Company.

Jan Forrester Company Secretary