TALONX RESOURCES LIMITED — Proxy Solicitation & Information Statement 2008

Mar 5, 2008

A.C.N. 009 067 476

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NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of the Company will be held at 4 pm on Thursday 3 April 2008 in the Sandalwood Conference Room, Ground Floor, Holiday Inn City Centre, 778 Hay Street, Perth, Western Australia

BUSINESS

RATIFICATION OF SHARE PLACEMENTS PURSUANT TO LISTING RULE 7.4

Resolution 1. Ratification of Previous Securities Issue announced to ASX on 15 October 2007

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

That, for all purposes, Shareholders approve and ratify the allotment and issue of 15,550,000 shares to the parties and for the purposes detailed in the Explanatory Statement.

Voting Exclusion Statement

For the purposes of Listing Rule 7.5, the Company will disregard any votes cast on Resolution 1 by any person who participated in the issue and any of their associates, unless it is cast:

• By a person as proxy for a person who is entitled to vote (in accordance with the directions

• on the proxy form); or

• 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 2. Ratification of Previous Securities Issue announced to ASX on 1 February 2008

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

That, for all purposes, Shareholders approve and ratify the allotment and issue of 13,000,000 shares to the parties and for the purposes detailed in the Explanatory Statement.

Voting Exclusion Statement

For the purposes of Listing Rule 7.5, the Company will disregard any votes cast on Resolution 2 by any person who participated in the issue and any of their associates, unless it is cast:

• By a person as proxy for a person who is entitled to vote (in accordance with the directions on the proxy form); or

• 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).

Explanatory Statement

The accompanying Explanatory Statement forms part of this Notice of General Meeting and should be read in conjunction with it.

Proxies

Please note that:

• (a) a Shareholder entitled to attend and vote at the General Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company

• (c) a Shareholder may appoint a body corporate or an individual as its proxy;

• (d) a body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy; and

• (e) Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion of number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms. If a shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, a certificate of appointment of corporate representative should be completed and lodged in the manner specified below.

The Proxy Form (and any Power of Attorney under which it is signed) must be sent or delivered, or sent by facsimile to either the Company’s Registered Office, Level 4, l09 St Georges Terrace, Perth, Western Australia, 6000 (Facsimile: ++ 61 8 9322 4607) or the offices of Advanced Share Registry Services, 110 Stirling Highway, Nedlands, Western Australia 6009. Please note that all Proxy Forms must be received at either of the above addresses not later than 48 hours before the commencement of the meeting. i.e. 4 p.m. on 1 April W.S.T. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Voting Entitlements

In accordance with Regulation 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person’s entitlement to vote at the General Meeting will be the entitlement of that person set out in the register of Shareholders as at 4 p.m. WST on 1 April 2008. Accordingly, transactions registered after that time will be disregarded in determining Shareholders’ entitlement to attend and vote at the General Meeting

Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporate representative at the General Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company or its share registry in advance of the General Meeting or handed in at the General Meeting when registering as a corporate representative.

By Order of the Board of Directors

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Company Secretary Mount Burgess Mining N.L. 25 February 2008

EXPLANATORY STATEMENT

This Explanatory Statement is provided to the shareholders of Mount Burgess Mining N.L. pursuant to and in satisfaction of the Listing Rules. This Explanatory Statement is intended to be read in conjunction with the Notice of Meeting.

RESOLUTION 1.

Ratification of Previous Securities Issues

Listing Rule 7.1 imposes a limit on the number of equity securities (eg shares or options to subscribe for shares) which a company can issue without shareholder approval. In general terms the limit is that a company may not, without shareholder approval issue in any 12 month period, equity securities which are more than 15% of:

The number of fully paid ordinary shares on issue 12 months before the issue plus

The number of fully paid ordinary shares issued in that 12 months under an exception contained in Listing Rule 7.2 or with Shareholder approval.

Equity securities which are issued under an exception contained in Listing Rule 7.2 or with Shareholder approval do not reduce the number of shares that may be issued by the Company under Listing Rule 7.1

Shareholder approval can be obtained either before or after the equity securities are issued.

Listing Rule 7.4 states that an issue by a company of equity securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 when made and the company’s members subsequently approve it.

Under Resolution 1 the Company seeks approval from Shareholders for, and ratification of, the previous issue of equity securities as set out below and confirms that the issue did not breach the Company’s 15% placement capacity at that time. Pursuant to Listing Rule 7.5 the Company provides the following information.

to Listing Rule 7.5 the Company provides the following information.	to Listing Rule 7.5 the Company provides the following information.	to Listing Rule 7.5 the Company provides the following information.
Resolution 1 - Ratification of Issue of Fully Paid Ordinary Shares announced to ASX on 15 October 2007
Allottee	Issue Price	No. of Shares
Rask PtyLtd	7.5 cents	1,000,000
Buell PtyLtd	7.5 cents	500,000
ScottishCaledonian PtyLtd	7.5 cents	500,000
Citicorp Nominees	7.5 cents	1,100,000
Walpole St Andrew NomineesLtd	7.5 cents	400,000
Cameron Murray	7.5 cents	200,000
HiltonCoghlan	7.5 cents	100,000
Ramachandran Kumar	7.5 cents	50,000
EquityTrusteesLtd (Lowell ResourcesFund)	7.5 cents	800,000
Green Frog NomineesPtyLtd	7.5 cents	1,000,000
PasuriCapital PtyLtd	7.5 cents	800,000
Coldstream Investment HoldingsPtyLtd	7.5 cents	600,000
ReginaldKeene	7.5 cents	700,000
State One NomineesPtyLtd	7.5 cents	6,000,000
HoldexNomineesPtyLtd	7.5 cents	1,000,000
PacificInternational Petroleum PtyLtd	7.5 cents	300,000
Cen PtyLtd	7.5 cents	250,000
JerdPtyLtd	7.5 cents	250,000
**TOTAL ISSUE **		15,550,000

None of the allottees named above are related parties.

Shares issued from this placement rank parri passu with existing shares.

The Company is applying funds raised in the above placement towards working capital, metallurgical test work, surveying, geophysical surveys, geochemical sampling and drilling etc at both its Kihabe Base Metals Project in Botswana and the Tsumkwe Diamond and Base Metal Project in Namibia.

The Board believes that the ratification of this issue is beneficial for the Company. The Board recommends Shareholders vote in favour of Resolution 1 as it allows the Company to ratify the above issue of Shares and retain the flexibility to issue the maximum number of equity securities permitted under Listing Rule 7.1 without shareholder approval.

RESOLUTION 2.

Ratification of Previous Securities Issues

Listing Rule 7.1 imposes a limit on the number of equity securities (eg shares or options to subscribe for shares) which a company can issue without shareholder approval. In general terms the limit is that a company may not, without shareholder approval issue in any 12 month period, equity securities which are more than 15% of:

The number of fully paid ordinary shares on issue 12 months before the issue plus

The number of fully paid ordinary shares issued in that 12 months under an exception contained in Listing Rule 7.2 or with Shareholder approval.

Equity securities which are issued under an exception contained in Listing Rule 7.2 or with Shareholder approval do not reduce the number of shares that may be issued by the Company under Listing Rule 7.1

Shareholder approval can be obtained either before or after the equity securities are issued.

Listing Rule 7.4 states that an issue by a company of equity securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 when made and the company’s members subsequently approve it.

Under Resolution 2 the Company seeks approval from Shareholders for, and ratification of, the previous issue of equity securities as set out below and confirms that the issue did not breach the Company’s 15% placement capacity at that time. Pursuant to Listing Rule 7.5 the Company provides the following information.

ant to Listing Rule 7.5 the Company provides the following information.	ant to Listing Rule 7.5 the Company provides the following information.	ant to Listing Rule 7.5 the Company provides the following information.
Resolution 2 - Ratification of Issue of Fully Paid Ordinary Shares announced to ASX on 1 February 2008
Allottee	Issue Price	No. of Shares
State One NomineesPtyLtd	6 cents	4,250,000
Trustees of RJDavies SSAS	6 cents	2,000,000
ElinoraInvestmentsPtyLtd	6 cents	1,700,000
StrataDrilling WA PtyLtd	6 cents	1,000,000
Coldstream Investment HoldingsLtd	6 cents	1,000,000
JamesBrearley CrestNomineesLtd	6 cents	900,000
ReginaldKeene	6 cents	900,000
B.MCoulson	6 cents	500,000
AG Stevens (Super A/C)	6 cents	500,000
Citicorp Nominees	6 cents	250,000
TOTAL ISSUE		13,000,000

None of the allottees named above are related parties.

Shares issued from this placement rank parri passu with existing shares.

The Company is applying funds raised in the above placement towards working capital, metallurgical test work, surveying, geophysical surveys, geochemical sampling and drilling etc at both its Kihabe Base Metals Project in Botswana and the Tsumkwe Diamond and Base Metal Project in Namibia.

The Board believes that the ratification of this issue is beneficial for the Company. The Board recommends Shareholders vote in favour of Resolution 2 as it allows the Company to ratify the above issue of Shares and retain the flexibility to issue the maximum number of equity securities permitted under Listing Rule 7.1 without shareholder approval.

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A.C.N. 009 067 476

APPOINTMENT OF PROXY

PLEASE RETURN TO:

Company Secretary c/o Advanced Share Registry Services PO Box 1156 Nedlands 6909 Western Australia OR 110 Stirling Highway Nedlands 6009 Western Australia

I/We___________ (name) of__________________ (address)

being a Shareholder/s of Mount Burgess Mining N.L. and entitled to attend and vote hereby appoint the following proxy/proxies to attend and act on my/our behalf and to vote in accordance with my/our directions at the General Meeting of Mount Burgess Mining N.L. to be held in the Sandalwood Conference Room, Ground Floor, Holiday Inn City Centre, 788 Hay Street Perth, Western Australia at 4 p.m. WST on Thursday 3 April 2008 and at any adjournment of that meeting.

The Chairman IMPORTANT: of the meeting If the Chairman of the meeting is your proxy, or if appointed your proxy by default and you do not wish to direct him/her how to vote on any of these resolutions, you must mark this box with an “X”. By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy on those resolutions (for which you have not OR given a direction) even if he/she has an interest in the outcome of the resolution and that votes cast by him/her other than as proxy holder, will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote on any of these resolutions, the Chairman of the meeting will not cast your votes on the resolutions (for which you have not given a direction) on a show of hands or on a poll. The Chairman of the meeting intends to vote undirected proxies in favour of each resolution

If the person you are appointing as your proxy is someone other than the Chairman of the meeting : Write the name of that person in the box below .

You must specify the % of your votes that you % authorise your proxy to exercise if: (a) You have only appointed 1 proxy and do not want him/her to exercise all your votes; or % (b) You have appointed 2 proxies under this proxy form.

If you hold 2 or more Shares in Mount Burgess Mining N.L., you may appoint a second proxy: Write the name of your second proxy in the box below .

If you do not name a proxy or your named proxy fails to attend the meeting, the Chairman of the meeting will be appointed as your proxy to attend and act on your behalf and to vote in accordance with the following directions at the General Meeting of Mount Burgess Mining N.L. to be held in the Sandalwood Conference Room, Ground Floor, Holiday Inn City Centre, 778 Hay Street, Perth, Western Australia at 4 pm WST on Thursday 3 April 2008 and at any adjournment of that meeting.

Voting directions to your proxy – Please mark only one of the boxes with an “X” for each resolution to indicate your directions.

Ordinary Business

For Against Abstain[* ] 1. Ratification of Previous Securities Issue –15 October 2007 � � � 2. Ratification of Previous Securities Issue –1 February 2008 � � �

*** If you mark the “Abstain” box with an ‘x’ for a particular resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll.**

PLEASE SIGN HERE: This section must be signed in accordance with the instructions overleaf.

PLEASE SIGN HERE: This sectionmust be signed in accordance with the instructions overleaf.	PLEASE SIGN HERE: This sectionmust be signed in accordance with the instructions overleaf.	PLEASE SIGN HERE: This sectionmust be signed in accordance with the instructions overleaf.	PLEASE SIGN HERE: This sectionmust be signed in accordance with the instructions overleaf.	PLEASE SIGN HERE: This sectionmust be signed in accordance with the instructions overleaf.
Individual or Shareholder 1 Shareholder 2 Shareholder 3
Sole Director and Director Director/Company Secretary Sole Company Secretary

Instructions

1. Name and Address

Please print your name and address as it appears on your holding statement and the Company’s Share Register. If shares are jointly held, please ensure the name and address of each joint shareholder is indicated.

2. Appointment of Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the Company.

3. Votes on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each Resolution. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any Resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given Resolution, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on that Resolution will be invalid.

4. Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy please write then name of that person.

To appoint a second proxy you must state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If the Proxy Form does not specify a percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

5. Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign Joint Holding: where the holding is in more than one name, all the shareholders should sign Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the Company’s Share Registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission

6. Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be sent or delivered, or sent by facsimile to either the Company’s Registered Office, Level 4, l09 St Georges Terrace, Perth, Western Australia, 6000 (Facsimile: ++ 61 8 9322 4607) or the offices of Advanced Share Registry Services, 110 Stirling Highway, Nedlands, Western Australia 6009. Please note that all Proxy Forms must be received at either of the above addresses not later than 48 hours before the commencement of the meeting. i.e. 4 p.m. WST on 1 April 2008. Any Proxy Form received after that time will not be valid for the scheduled meeting.