TALONX RESOURCES LIMITED — Proxy Solicitation & Information Statement 2011

Jul 21, 2011

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ACN: 009 067 476

NOTICE OF GENERAL MEETING

A General Meeting of Mount Burgess Mining N.L. will be held in the Sandalwood Conference Room, Holiday Inn City Centre, 778 Hay Street, Perth, WA at 15.00 hrs WST on Friday 26 August 2011

BUSINESS

RESOLUTION 1

Ratification of Previous Issue of Securities

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

“that for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders approve and ratify the allotment and issue of 17,538,465 shares to sophisticated and professional investors at 1.3 cents each, as announced on 19 April 2011, for the purpose and terms set out in the Explanatory Statement which accompanies the notice convening this meeting.”

(The Company will disregard any votes cast on Resolution 1 by any person who participated in the issue and an associate of that person. However, the Company need not disregard a vote if 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 it is cast 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 Issue of Securities

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

“that for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders approve and ratify the allotment and issue of 25,000,000 shares to sophisticated and professional investors at 1.0 cent each, as announced on 17 June 2011, for the purpose and terms set out in the Explanatory Statement which accompanies the notice convening this meeting.”

(The Company will disregard any votes cast on Resolution 2 by any person who participated in the issue and an associate of that person. However, the Company need not disregard a vote if 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 it is cast 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;

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• (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, 109 St Georges Terrace, Perth, Western Australia, 6000 (Facsimile: + 61 8 9322 4607), or the offices of Advanced Share Registry Services - 150 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. 15.00 hrs on Wednesday 24 August 2011. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Entitlement to vote

The Board has determined that for the purpose of determining entitlements to attend and vote at the meeting, shares will be taken to be held by the persons who are the registered holders at 15.00 hrs on Wednesday 24 August 2011. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the 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. 22 July 2011

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EXPLANATORY STATEMENT

This Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

This Explanatory Statement is provided to the shareholders of Mount Burgess Mining N.L. (the Company) pursuant to Listing Rule 7.4. This Explanatory Statement is intended to be read in conjunction with the Notice of Meeting.

By Resolutions 1 and 2 the Company is seeking shareholder ratification of previous Issues of Securities under Listing Rule 7.4.

ASX Listing Rule 7.1 prohibits issues of equity securities by a listed company exceeding 15% of capital in any 12 month period without shareholder approval. Accordingly if shareholders approve Resolutions 1 and 2, approval is not required under ASX Listing Rule 7.1 and the issue of shares will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

RESOLUTION 1

Ratification of Previous Issue of Securities

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period to that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1

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

Under Resolution 1 the Company seeks approval from Shareholders for, and ratification of, the previous issue of 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:

Fully Paid Ordinary Shares announced to ASX on 19 April 2011
Allottee	Issue Price	No. of Shares
MrGuyle Clezio (RWSuper FundAccount)	1.3 cents	3,846,155
Mr ReginaldKeene	1.3 cents	3,846,155
W B Nominees	1.3 cents	3,846,155
CarterCapital Limited	1.3 cents	1,538,462
AMCLtd	1.3 cents	1,538,462
Cen PtyLtd	1.3 cents	1,538,460
M D&LGMurphy (RubyBankSuper A/C)	1.3 cents	769,231
HSBCBank AustraliaLtd	1.3 cents	615,385
TOTAL		17,538,465

*None of the allottees named above are related parties .

Shares issued from this placement were all fully paid ordinary shares in the capital of the Company and issued on the same terms and conditions as the Company’s existing shares.

The Company has applied funds raised in the above placement towards working capital and exploration work on its REE and Diamond Prospects in Namibia and on its Zinc/Lead/Silver development at Kihabe in Botswana.

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.

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RESOLUTION 2 Ratification of Previous Issue of Securities

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period to that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1

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

. Under Resolution 2 the Company seeks approval from Shareholders for, and ratification of, the previous issue of 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:

Fully Paid Ordinary Shares announced to ASX on 17 June 2011
Allottee	Issue Price	No. of Shares
StrataDrilling (Super FundA/C)	1.0 cent	10,000,000
RegKeene	1.0 cent	3,000,000
W B Nominees	1.0 cent	2,500,000
KClark	1.0 cent	2,300,000
PalomaEnterprisesPtyLtd (BrookSuperfundA/C)	1.0 cent	2,000,000
B Le Clezio	1.0 cent	2,000,000
M D&LGMurphy (RubyBankSuper A/C)	1.0 cent	1,200,000
HallSuperfundA/C	1.0 cent	1,000,000
Cen PtyLtd	1.0 cent	1,000,000
TOTAL		25,000,000

*None of the allottees named above are related parties.

Shares issued from this placement were all fully paid ordinary shares in the capital of the Company and issued on the same terms and conditions as the Company’s existing shares.

The Company is applying funds raised in the above placement towards working capital and drill testing of its rare earth target, potential kimberlite target and a recently generated copper/cobalt anomaly (Makuri-Vlei) in Nambia. In Botswana, following the generation of five significant soil geochemical anomalies the Company is continuing its sampling programme over several other prospective areas within its 100%-owned 3,000 sq km neo-Proterozoic belt.

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

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APPOINTMENT OF PROXY FOR GENERAL MEETING

Friday 26 August 2011 at 3:00 pm

PLEASE RETURN TO:

Company Secretary, C/o Advanced Share Registry Services, P O Box 1156, Nedlands, Western Australia 6909 OR 150 Stirling Highway, Nedlands; Western Australia, 6009

STEP 1 – Appointment of Proxy

I/We of

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being a member of Mount Burgess Mining N.L. and entitled to attend and vote at the General Meeting hereby appoint

% The Chair of the General Meeting OR as my proxy (mark with an ‘x’) Name/s of Proxy/proxies – If two proxies are appointed, the proportion of voting rights each proxy represents.

or failing the person so named, or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit at the General Meeting to be held at 3:00 pm (WST) on Friday 26 August 2011 in the Sandalwood Conference Room of The Holiday Inn City Centre, 778 Hay Street, Perth .

Please mark this box if the Chair of the Meeting is appointed as your proxy, or may be appointed by default, and you do NOT wish to direct your proxy how to vote in respect of these resolutions.

By marking this box, you acknowledge that the Chair of the Meeting may vote as your proxy even if he has an interest in the outcome of the Resolutions and votes cast by the Chair of the Meeting for those resolutions, other than as proxy holder, will be disregarded because of that interest.

The Chair intends to vote 100% of all undirected proxies FOR the resolution.

If you do not mark this box, and you have not directed your proxy how to vote, the Chair of the Meeting will not cast your votes on the resolutions and your votes will not be counted in calculating the required majority if a poll is called.

STEP 2 - Voting directions to your Proxy – please mark  to indicate your directions

Ordinary business

For Against Abstain Resolution 1. Ratification of Previous Issue of Securities (19 April 2011)    Resolution 2. Ratification of Previous Issue of Securities (17 June 2011)   

Please note:

If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3 – PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Member 1 Member 2 Member 3 Sole Director and Sole Company Secretary Director Director/Company Secretary

Contact Name: ……………………………………………. Contact Ph (daytime) : ……………………………… Date / / 2011

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 the 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, 109 St Georges Terrace, Perth, Western Australia, 6000 (Facsimile: ++ 61 8 9322 4607) or the offices of Advanced Share Registry Services, 150 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. 3:00pm WST on Wednesday 24 August 2011. Any Proxy Form received after that time will not be valid for the scheduled meeting.