TALONX RESOURCES LIMITED — Share Issue/Capital Change 2005

Sep 8, 2005

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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).

• $\mathbf{1}$ ⁺Class of ⁺securities issued or to be issued
• $\overline{2}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• Principal terms of the ⁺securities 3 (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)

UNQUOTEDAND UNLISTED EMPLOYEE SHARE OPTIONS

3.000.000

Unquoted/unlisted options from these Company's Employee Share Option Plan, excercisable at 25 cents and expiring on 31 December 2010

$+$ See chapter 19 for defined terms.

$\Delta$ 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 $\bullet$
• 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

(If issued as consideration for the

acquisition of assets, clearly identify

$\overline{5}$ Issue price or consideration

Purpose of the issue

those assets)

6

$N()$ Shares issued upon the exercise of

options will rank parri passu with the then existing ordinary share capital

nil

Options from the Employee Share Option Plan are issued, from time, to reward past services and contributions of eligible employees and also to assist in the recruitment, retention. incentive and motivation of eligible employees of the Company.

$\overline{7}$ Dates of entering *securities into uncertificated holdings or despatch of certificates

Option certificates mailed today to emplovees

Number and ⁺class of all 8 *securities quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
164,040,000	Ordinary Fully Paid

$+$ See chapter 19 for defined terms.

		Number	+ Class
9	Number. + class оf and all	3,000,000	Unlisted employee share
	*securities not quoted on ASX		options expiring
	(including the securities in clause		31/12/10
	2 if applicable)
		1,750,000	Unlisted employee share
			Options expiring
			31/12/05 (ASX) Ref.
			MTBAM)
		850,000	Unlisted employee share
			Options expiring
			31/12/06
			$(ASK \nleftarrow \nleftarrow$ MTBAO}
		100,000	Unlisted employee share
			Options expiring
			31/12/07
			(ASX Ref MTBAQ)
		2,400,000	Unlisted employee share
			Options expiring
			31/12/09 (ASX Ref
			MTBAI)
		All above options exercisable at 25 cents
10	Dividend policy (in the case of a		At present the company does not have a
trust, distribution policy) on the		dividend policy.
	increased capital (interests)
	Part 2 - Bonus issue or pro rata issue
11	holder security Ιs approval
	required?

• Is the issue renounceable or non- $12¹²$ renounceable?
• Ratio in which the ⁺securities will 13 be offered
• $14$ *Class of *securities to which the offer relates
• 15 *Record date determine $10$ entitlements
• Will holdings on different registers 16 (or subregisters) be aggregated for calculating entitlements?
• Policy for deciding entitlements in 17 relation to fractions

⁺ See chapter 19 for defined terms.

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.

Closing date for receipt of 19 acceptances or renunciations

⁺ See chapter 19 for defined terms.

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	any handling fee Amount of 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?

⁺ See chapter 19 for defined terms.

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

• 34 Type of securities $(iick one)$
• Securities described in Part 1 $(a)$
• $(b)$ All other securities

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 securities

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 $\dot{\ }$ securities are $\dot{\ }$ equity securities, the names 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

$+$ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• Number of securities for which 38 ⁺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)

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

Number	*Class

$+$ See chapter 19 for defined terms.

Ouotation agreement

• $\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the "securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the *securities to be quoted complies with the law and is $\bullet$ 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 no-one 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.
• 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.

$+$ See chapter 19 for defined terms.

• $\overline{3}$ 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.
• $\overline{4}$ 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.
• .Jan Forrester ...........Date: ..9 September 2005. Sign here: Company Secretary

Print name: Jan Forrester

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$+$ See chapter 19 for defined terms.