TALONX RESOURCES LIMITED — Major Shareholding Notification 2004

Apr 19, 2004

20.APR.2004 12:20

3 MSJ SYD L 53 61 2 92963999

NO.820 $P.1/13$

ମିଞ୍ଚ

MALLESONS STEPHEN JAQUES

Confidential communication

20 April 2004

Mount Burgess Mining N.L. 178 St Georges Terrace Perth WA 6000 Attention: Company Secretary Fax (08) 9322 4607

Company Announcements Platform Australian Stock Exchange Limited Sydney $\Gamma_{2X}$ 1900 999 279

L-R Global Partners L.P. shares in Mount Burgess Mining N.L - Notice of Initial Substantial Holder and Change of Interests of a Substantial Holder

We act for L-R Global Partners L.P. and its associates.

Please find attached a notice of initial substantial holder and a notice of change of interests of a substantial holder, in accordance with section 671B(1) of the Corporations Act 2001 (Cwlth).

Please do not hesitate to contact us if you have any questions.

Yours sincerely

$\overline{1}$

Adrian Smit Solicitor Direct line +61 2 9296 2469 Email adrian.smit@mallesons.com

David Friedlander Partner Direct line +61 2 9296 2444

Encl

Level 60 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia DX 113 Sydney ABN 22 041 424 954 syd@mallesons.com www.mallesons.com

T+61 2 9296 2000 F +61 2 9296 3999

7222309_1 / 02-5076-7725 / ASMIT

Page 1 of $\frac{13}{5}$

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	MOUNT BURGESS MINING N.L.
ACN/ARSN	009 067 476
1. Details of substantial holder (1)
Names	L-R GENERAL PARTNER LLC, L-R GLOBAL PARTNERS LP, AND J. MURRAY LOGAN
ACN/ARSN (if applicable)

The holder became a substantial holder on

15/10/1999

2. Details of voting power

The total number 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) in on the date the substantial holder became a substantial holder are as jollows:

Class of securities (4) -	Number of securities	Person's votes (5)	--- power (6) Voting
ord . . --------	6.409.810	___ 6409.810 -------	543%

3, Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
L-R GLOBAL PARTNERS LP	HOLDER OF SECURITIES	ORDINARY - 5,000,000
J MURRAY LOGAN ----	HOLDER OF SECURITIES	ORDINARY - 1,409,810

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant Interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
L-R GLOBAL PARTNERS LP	L-R GLOBAL PARTNERS LP	L-R GLOBAL PARTNERS LP	ORDINARY - 5,000,000
J MURRAY LOGAN	J MURRAY LOGAN 1997 CHARITABLE REMAINDER UNIT trust	J MURRAY LOGAN	ORDINARY 215,960
	J MURRAY LOGAN IRA J MURRAY LOGAN PERSONAL ACCOUNT	J MURRAY LOGAN J MURRAY LOGAN	ORDINARY 70,000 ORDINARY 1.123,850

5. Consideration

The consideration paid for each relevent interest referred to in persgraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows.

Holder of relevant Interest	Date of acquisition	Consideration (9)		Class and number of securities
See Annexure A for consideration		Cesh	–– Non-Cash

6 Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
L-R GENERAL PARTNER LLC	General partner of L-R GLOBAL PARTNERS LP, having a controlling Interest in L-R GLOBAL PARTNERS LP in accordance with section 608(3) of the Corporations Act 2001 (Cth).
J MURRAY LOGAN	Manager of L-R GENERAL PARTNER LLC, having a controlling Interest in L-R GENERAL PARTNER LLC in accordance with section 608(3) of the Corporations Act 2001 (Cth).

7. Addresses

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

Name	Address
L-R GENERAL PARTNER LLC	320 Park Avenue, 28th Floor, New York, New York 10022-6815, USA
L-R GLOBAL PARTNERS LP	320 Park Avenue, 28th Floor, New York, New York 10022-6815, USA
J MURRAY LOGAN	320 Park Avenue, 28th Floor, New York, New York 10022-6815, USA

Signature

DIRECTIONS

• $(1)$ If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related corporations, or the manager and trustee of an equity 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 group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• $\left($ b $\right)$ The tolal number of votes attached to all the voting shares in the company or voling interests in the scheme (if any) that the person or an associate has a relevant Interest In.
• $(6)$ The person's votes divided by the total votes in the body corporate or acheme multiplied by 100.
• $\sqrt{(7)}$ Include details of:
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 6718(4) applies, a copy of any document $(a)$ setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• $(b)$ any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• 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". $⁽⁵⁾$
• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, $(9)$ become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

L-R GLOBAL PARTNERS, L.P.

This is annexure "A" of 2 pages referred to in form 603 (Notice of initial substantial holder).

Signature

$50/04/2004$ . . . . . . . . . i.

${\bf Date}$

L-R Global Partners, $L.P.$ 320 Park Avenue -28th Floor New York, New York 10022 USA

					Acq
Description	Type Description	Acq Date	Quantity	Ccy	Price	Cost Basis
MOUNT BURGESS	COMMON STOCK INTERNATIONAL	13/09/1999	1,230,655.00	AUD	0.141	173,337.76
MOUNT BURGESS	COMMON STOCK INTERNATIONAL	20/09/1999	100,000.00	AUD	0.146	14,594.20
MOUNT BURGESS	COMMON STOCK INTERNATIONAL	21/09/1999	267,100.00	AUD	0.146	38,981.38
MOUNT BURGESS	COMMON STOCK INTERNATIONAL	22/09/1999	263,250.00	AUD	0.146	38,419.49
MOUNT BURGESS	COMMON STOCK INTERNATIONAL	23/09/1999	64,700.00	AUD	0.146	9,442.51
MOUNT BURGESS	COMMON STOCK INTERNATIONAL	24/09/1999	154,950.00	AUD	0.146	22,613.87
MOUNT BURGESS	COMMON STOCK INTERNATIONAL	27/09/1999	15,050.00	AUD	0.146	2.196.46
MOUNT BURGESS	COMMON STOCK INTERNATIONAL	29/09/1999	378,000.00	AUD	0.156	58,971.78
MOUNT BURGESS	COMMON STOCK INTERNATIONAL	30/09/1999	688,000.00	AUD	0.156	107,333.50
MOUNT BURGESS	COMMON STOCK INTERNATIONAL	08/10/1999	68,000.00	AUD	0 156	10,608.54
MOUNT BURGESS	COMMON STOCK INTERNATIONAL	11/10/1999	295,600,00	AUD	0.146	43,140.75
MOUNT BURGESS	COMMON STOCK INTERNATIONAL	14/10/1999	243,000.00	AUD	0.149	36,222.31
MOUNT BURGESS	COMMON STOCK INTERNATIONAL	15/10/1999	231,695.00	AUD	0.150	34,855.73
			4.000.000.00			590.718.28

$\bar{\rm I}$

603 page 2/2 15 July 2001

L-R GLOBAL PARTNERS, L.P.

This is annexure "B" of 2 pages referred to in form 603 (Notice of initial substantial holder).

Signature

$\bar{.}$

$\theta$ :

$20/04/2004$ .
Lia iai

Date

i. l. 603 page 2/2 15 July 2001

L-R GLOBAL PARTNERS, L.P

CORPORATE STRUCTURE

$\bar{1}$

I

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	MOUNT BURGESS MINING N.L.
ACN/ARSN	009 067 476
1. Details of substantial holder (1)
Name ACN/ARSN (if applicable)	L-R GENERAL PARTNER LLC, L-R GLOBAL PARTNERS LP, L-R GLOBAL FUND LTD AND J. MURRAY LOGAN
There was a change in the interests of the substantial holder on	20/02/2004
The previous notice was given to the company on	20/04/2004
The previous notice was dated	20/04/2004

2. Previous and present voting power

The total number of votes attached to all the voting shares in the compeny or voting interests in the scheme that the substantial holder or an associate (2) had a relevant Interest (3) In when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	----- Previous notice		___ Present notice
	Person's votes __	Voling power (5) -- -	Person's votes	Voting power (5)
ORD	6,409.810	5.43%	7,909.810	6.32%

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 give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant Interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
08/08/03	L-R Global Partners LP	Sale at market price to L- R Global Fund Ltd	SO, OB1 per share	ORD 1.000.000	1.000.000
08/08/03	L-R Global Fund Ltd	Acquisition at market price from L-R Global Partners LP	$$0.081$ per share	ORD - 1.000.000	1.000.000
23/02/04	L-R Global Fund Ltd	Participation in placement*	\$0.10 per share	ORD 1,500,000	500.000

* See Annexure A for confirmation documentation.

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of	Registerad	Person entitled	Nature of	Class and	Person's votes
relevant	holder of	to be registered	relevant	number of
Interest	securities	es holder (8)	Interest (6)	securities
L-R GLOBAL PARTNERS LP	L-R GLOBAL PARTNERS LP	L-R GLOEAL PARTNERSLP	HOLDER OF SECURITIES	ORDINARY - 4.000.000	4.000.000
L-R GLOBAL	L-R GLOBAL FUND	L R GLOBAL FUND	HOLDER OF	ORDINARY -	2,500,000
FUND LTD	LTD	LTD	SECURITIES	2,500,000
JMURRAY LOGAN	J MURRAY LOGAN 1997 CHARITAELE REMAINDER UNIT TRUST J MURRAY LOGAN IRA	J MURRAY LOGAN J MURRAY LOGAN	HOLDER OF SECURITIES	ORDINARY - 1,409.810	1,409,810

_________ ALL ALL AND		. .		______
---- MURRAY LOGAN	----- JIMURRAY LOGAN		.
DEDOONIA `ON AL . .
ACCOUNT _____

5. Changes in association

The persons who have become associates (2) of, ceased 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:

L-R GLOBAL FUND LTD After American Price constructs	L-R GENERAL PARTNER LLC is the general partnar of L-R GLOBAL PARTNERS LP and L-R GLOBAL FUND LTD, in accordance with section 608(3) of the Corporations Act 2001 (Cth)

'See Annexure B for corporate atructure diagram.

6. Addresses

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

Name	Address
L-R GENERAL PARTNER LLC	320 Park Avenue, 28th Floor, New York, New York 10022-6815, USA
L-R GLOBAL PARTNERS LP	320 Park Avenue, 28th Floor, New York, New York 10022-6815, USA
L-R GLOBAL FUND LTD	320 Park Avenue, 28th Floor, New York, New York 10022-6815, USA
│ J MURRAY LOGAN	320 Park Avenue, 28th Floor, New York, New York 10022-6815, USA

Signature

1DRIAN SM I print name capacity Authorised attorney

$_{\sf data}$ 20,04,2004 sign here

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related corporations, or the manager and trustee of $(1)$ an equity 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 group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100, $(5)$
• $(6)$ Include details of:
• $\left($ a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(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 details of any contract, scheme or amangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• $(b)$ any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• $(7)$ Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• $(8)$ 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".
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

L-R GLOBAL PARTNERS, L.P. and L-R GLOBAL FUND LTD

This is annexure "A" of 2 pages referred to in form 604 (Notice of change of interests of substantial holder)

$\bar{a}$

. . . .

Signature

$20/04/2004$ . . . . . . . . . . . .

20.APR.2004		P.11/13 NO.820
03/17/2004 08:55 FAX		図 002/003
ADVENI RICHARD
	VOTREBALL LONGO DINA	$\mathbf{m} = -\mathbf{q}$
	MOUNT BURGESS MINING NL - Incorporated In WA
ACN : 009 067 476
	Ordinary Fully Paid
	ASX Code	MТБ
L-R GLOBAL FUND LTD 320 PARK AVENUE - 28TH FLOOR NY 10022 NEW YORK UNITED STATES	Sponsoring Issuer Number 58279 Securityholder Ref Number 8800402663* Statement Date	24/02/2004 1
	Page Number Register	WA. Tax File Number NOT QUOTED
$\sim$ 5 $^{\prime\prime\prime}$ and with the consideration of 计数据数 人名	CAN	$(317)$ $(45.8)$
		Opening Balance
23/02/2004 ALT	94081 200 1500000	1500000
NOTE : The above "*Securityholder Ref Number" must be quoted to buy or sell your holding.
		$-$ n Samuel I
## Please retain this Statement for your records
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STEP AT LES

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Page 2 of 3 received on 18/03/2004 1:68:68 AM (AUS Eastern Daylight Time) from on server SYD.

$+$ $+$

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20.APR.2004 12:23

$\mathbf{I}$ I. 604 page 1/2 15 July 2001

L-R GLOBAL PARTNERS, L.P. and L-R GLOBAL FUND LTD

This is annexure "B" of 2 pages referred to in form 604 (Notice of change of interests of substantial holder).

Signature

$20/04/2004$

$\mathbb{R}^n$

$\frac{1}{2}$

604 page 1/2 15 July 2001

L-R GLOBAL PARTNERS, L_IP and L-R GLOBAL FUND LTD CORPORATE STRUCTURE J. Murray Logan Manager L-R General Partner LLC 1.1278% General Partner L-R Global Partners L.P. L-R Global Fund Ltd 2.0% 3.2%

Mount Burgess Mining N.L.