TALONX RESOURCES LIMITED — Interim / Quarterly Report 2013

Nov 15, 2012

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16 November 2012

Elizabeth Harris

Principal Adviser, Listings (Perth) ASX Compliance Pty Limited Level 8 Exchange Plaza 2 The Esplanade Perth, WA 6000

Dear Elizabeth

With regard to your letter of 16 November 2012, in which you raised various questions relative to the Company’s September 2012 Quarterly Report, I respond to each of those questions as follows:

ASX

1. It is possible to conclude on the basis of the information provided that if the Company were to continue to expend cash at the rate for the quarter indicated by the Appendix 5B, the Company may not have sufficient cash to fund its activities. Is this the case, or are there other factors that should be taken into account in assessing the Company’s position?

MTB

In the Company’s Quarterly Report, as at 30 September 2012, the Company stated that it had available $144,000 by way of undrawn loan facilities and credit standby arrangements. It further announced that on 22 October 2012 it raised a further $76,500 making available funding for the future quarter of $220,500.

As well as the $ 220,500 available at the end of the September quarter, other factors to be taken into account are as follows:

• The Company has an R&D Tax Incentive application for $118,000 for which it has received notice of registration.

• The Company has the alternatives of raising further funds through;

• a) The issue of shares, with a current available capacity to issue 113 million shares.

• b) Raising funds through the sale of equity to an incoming joint venture partner on its Kihabe-Nxuu base metals project in Botswana. As disclosed in our quarterly report, discussions with parties in this regard are ongoing.

ASX

2. Does the Company expect that in the future it will have negative operating cash flows similar to that reported in the Appendix 5B for the quarter and, if so, what steps has it taken to ensure that it has sufficient funds in order to continue its operations at that rate?

MTB

The Company does not have any customers. It is listed on the ASX as an Exploration Company. For as long as the Company is an Exploration Company, without any source of production/retail income, it will have negative operating cash flows. The rate of those cash flows will be governed by the availability of funding from time to time and will not necessarily be similar to the cash flow rate as reported in Appendix 5B for the September 2012 quarter. For the future, the Company will rely upon the available sources of funding as outlined in the answers to Q.1. above.

ASX

3. What steps has the Company taken, or what steps does it propose to take, to enable it to continue to meet its business objectives?

MTB

In order to meet its business objectives the Company proposes to appropriately implement any of the procedures as outlined in its answers to Q.1.

ASX

4. Can the Company confirm that it is in compliance with the listing rules, and in particular, listing rule 3.1?

As far as the Company is aware, it is, under the circumstances, in compliance with the listing rules and in particular listing rule 3.1. The Company is not withholding any information that should have been announced to the market, in respect of any conclusive issues.

ASX

5. Please comment on the Company’s compliance with listing rule 12.2, with reference to the matters discussed in the note to the rule.

MTB

Again, as with Q.4, the Company believes that it is in compliance with listing rule 12.2, as best as it possibly can be under the circumstances. Any issues that arise changing the situation from what was advised in the quarterly will be announced to the market.

I do hope that this clarifies the situation.

Yours sincerely,

Nigel Forrester

ACN: 009 067 476 8/800 Albany Hwy East Victoria Park Western Australia 6101 Tel: (61 8) 9355 0123 Fax: (61 8) 9355 1484 mtb@mountburgess.com www.mountburgess.com

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ASX Compliance Pty Limited ABN 26 087 780 489 Level 8 Exchange Plaza 2 The Esplanade PERTH WA 6000

GPO Box D187 PERTH WA 6840

Telephone 61 8 9224 0000 Facsimile 61 8 9221 2020 www.asx.com.au

16 November 2012

Mr Nigel Forrester Director Mount Burgess Mining NL 8/800 Albany Highway East Victoria Park WA 6101

Dear Nigel

Mount Burgess Mining NL (“Company”)

I refer to the Company’s Quarterly Report in the form of Appendix 5B for the period ended 30 September 2012 , released to ASX Limited ("ASX") on 30 October 2012, (the “Appendix 5B”).

ASX notes that the Company has reported the following.

1. Receipts from product sales of nil.

2. Net negative operating cash flows for the quarter of $285,000

3. Cash at end of quarter of negative $360,000.

4. In light of the information contained in the Appendix 5B, please respond to each of the following questions.

5. It is possible to conclude on the basis of the information provided that if the Company were to continue to expend cash at the rate for the quarter indicated by the Appendix 5B, the Company may not have sufficient cash to fund its activities. Is this the case, or are there other factors that should be taken into account in assessing the Company’s position?

6. Does the Company expect that in the future it will have negative operating cash flows similar to that reported in the Appendix 5B for the quarter and, if so, what steps has it taken to ensure that it has sufficient funds in order to continue its operations at that rate?

7. What steps has the Company taken, or what steps does it propose to take, to enable it to continue to meet its business objectives?

8. Can the Company confirm that it is in compliance with the listing rules, and in particular, listing rule 3.1?

9. Please comment on the Company’s compliance with listing rule 12.2, with reference to the matters discussed in the note to the rule.

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Listing rule 3.1

Listing rule 3.1 requires an entity to give ASX immediately any information concerning it that a reasonable person would expect to have a material effect on the price or value of the entity’s securities. The exceptions to this requirement are set out in the rule.

In responding to this letter you should consult listing rule 3.1 and the guidance note titled “Continuous disclosure: listing rule 3.1”.

If the information requested by this letter is information required to be given to ASX under listing rule 3.1 your obligation is to disclose the information immediately.

Your responsibility under listing rule 3.1 is not confined to, or necessarily satisfied by, answering the questions set out in this letter.

This letter and your response will be released to the market. If you have any concerns about your response being released, please contact me immediately. Your response should be sent to me on facsimile number +61 8 9221 2020 or email Sandra.Wutete@asx.com.au . It should not be sent to the Company Announcements Office.

Unless the information is required immediately under listing rule 3.1, a response is requested as soon as possible and, in any event, not later than 3.00 pm WST on Tuesday 20 November2012 .

If you are unable to respond by the time requested you should consider a request for a trading halt in the Company’s securities.

If you have any queries please let me know.

Yours sincerely,

[sent electronically without signature]

Elizabeth Harris Principal Adviser, Listings (Perth) Direct: +61 8 9224 0011

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