TALONX RESOURCES LIMITED — Share Issue/Capital Change 2004

Nov 23, 2004

MOUNT BURGESS MINING N.L.

ACN: 009 067 476

Level 5, 178 St Georges Terrace, Perth, Western Australia, 6000 PO Box 7200, Cloisters Square, Perth, Western Australia, 6850 Telephone: (61 8) 9322 6311 Email: mtb@mountburgess.com Facsimile: (61 8) 9322 4607 Website: www.mountburgess.com

Our Ref: ASX Announcements 24 November 2004

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

Dear Sir,

On 24 November 2004, Mount Burgess Mining N.L. completed a placement of 4,240,000 fully paid ordinary shares to raise \$572,400. The placement was at an issue price of \$0.135 per share.

Proceeds from the placement will be used to fund geophysical programmes, drilling and working capital.

In accordance with ASIC Class Order 02/1180, Mount Burgess advises that there is no information to disclose of the kind that would be required to be disclosed under Section 713 of the Corporations Act 2001 if a prospectus were lodged in relation to the offer of the Placement shares other than information which has been disclosed to ASX; and

There will be no section 731(6) Corporations Act 2001 determination in force with respect of MTB at the time at which the Placement shares are issued.

Yours faithfully,

Nigel Forrester Managing Director

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,

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).

+Class of +securities issued or to be issued	Ordinary Fully Paid
Number of +securities issued or to be issued (if known) or maximum number which may be issued	4,240,000
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)	Fully paid ordinary shares $\widehat{a}$ an issue price of \$0.135 each

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:		YES
	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
	Issue price or consideration	SO.135
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those drilling and working capital assets)		Funds raised from this issue will be applied to geophysical programmes,
7	Dates of entering +securities into uncertificated holdings or despatch of certificates	Within three business days of receipt of funds!
		Number]	$+Class$
8	Number and $\pm$ class of all $\pm$ securities quoted on ASX (including the securities in clause 2 if applicable)	147,040,000	Ordinary Fully Paid
		Number]	$+C$ lass

	Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)		1,950,000 Unlisted employee lshare Options expiring 31/12/05 (ASX Ref MTBAM)
		1,100,000 share	Unlisted employee Options expiring 81/12/06 (ASX Ref MTBAO)
			100,000 Unlisted employee Íshare Options expiring 31/12/07 (ASX Ref MTBAQ)
			2,400,000 Unlisted employee share Options expiring 31/12/09 (ASX Ref MTBAI)
		icents	$!$ All above options exercisable at 25 $\,$
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

It's security holder approval required?
ոֆֆֆֆ��������������������������������� ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
It's the issue renounceable or non-renounceable?
Ratio in which the +securities will be offered
$\pm$ Class of $\pm$ securities to which the offer relates

15	+Record date to determine entitlements
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 new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.
19	Closing date for receipt of acceptances or renunciations
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	Amount of any handling 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?
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

	,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Type of securities tick one)
	Securities described in Part 1
	All other securities $\equiv$ 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

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 mames 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

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

Quotation agreement

• 1. • Quotation of our additional + securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 1. We warrant the following to ASX.

• The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those +securities should not be granted +quotation.

• 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 noone 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.

• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the +securities to be quoted, it has been provided at the time that we request that the +securities be quoted.

$\bullet$ 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.

• 1. 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.
• 1. 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: Date: 24 November 2004 Nigel Forrester (Chairman & Managing Director)