TALONX RESOURCES LIMITED — Share Issue/Capital Change 2017

Apr 30, 2017

1 May 2017

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Issue of Placement Shares/Cleansing Notice/Appendix 3B

Mount Burgess Mining (ASX: MTB) (MTB or the “Company”) is pleased to advise that further to the announcement of 6 April 2017 it has issued a total of 25,636,449 fully paid ordinary shares (Placement Shares) at an issue price of 0.8 of one cent per share. 4,636,449 of the Placement Shares have been issued in accordance with the Company’s 15% placement capacity under Listing Rule 7.1. The remaining 21,000,000 Placement Shares have been issued under the Company’s 10% placement capacity under Listing Rule 7.1A.

Additional disclosure required under Listing Rule 3.10.5A

MTB provides the following additional information required under Listing Rule 3.10.5A in respect of the shares issued under the Company’s 10% placement capacity under Listing Rule 7.1A:

1. Dilution Details

	Shares	%
Number of shares on issue prior to issue of Placement Shares	237,398,562	90.26
Dilution as result of issue under LR7.1	4,636,449	1.76
Dilution as result of issue under LR7.1A	21,000,000	7.98
Number of shares on issue following issue of Placement Shares	263,035,011	100.00

1. The 21,000,000 placement Shares issued under Listing Rule 7.1A were issued to sophisticated and professional investors as this was considered to be the most efficient and expedient method for raising capital to fund exploration programs at the Company’s Kihabe Zinc/Lead/Silver Project in Botswana.

2. No underwriting arrangements were entered into.

3. Other than ASX fees for listing of Placement Shares, there were no external fees or costs involved with the 21,000,000 shares issued under Listing Rule 7.1A.

NOTICE UNDER SECTION 708A (5)(E) OF THE CORPORATIONS ACT

For the purposes of 708A of the Corporations Act 2001 (“Act”), the Company has allotted 4,636,449 shares under Listing Rule 7.1 and 21,000,000 shares under Listing Rule 7.1A at an issue price of 0.8 of one cent per share, without disclosure to investors under Part 6D.2 of the Act, and provides this notice in accordance with Section 708A(5)(e). Further, at the date of this notice the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company and Section 674 of the Act. In addition as at the date of this notice there is no “excluded information” (as defined in Section 708A(7) and (8) of the Act) required to be disclosed by the Company.

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Jan Forrester Company Secretary

ACN: 009 067 476 8/800 Albany Hwy East Victoria Park Western Australia 6101 Tel: (61 8) 9355 0123 Fax: (61 8) 9355 1484 mtb@mountburgess.com www.mountburgess.com

Appendix 3B New issue announcement

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

MOUNT BURGESS MINING NL

ABN

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).

1 +Class of +securities issued or to n/a be issued 2 Number of[+] securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (e.g. if options, Issue of fully paid ordinary shares 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)

• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the+issue date 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1	YES
	0.8 of 1 cent
	For ongoing working capital and administration costs.
	YES
	30 November 2016
	4,636,449

• See chapter 19 for defined terms.

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• 6d Number of[+] securities issued with security holder approval under rule 7.1A

• 6e Number of[[+]] securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

21,000,000

6e Number of[[+]] securities issued NIL with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued NIL under an exception in rule 7.2 6g If[+] securities issued under rule Yes. 7.1A, was issue price at least 75% The agreed issue price of 0.8 of 1 cent as of 15 day VWAP as calculated announced on 6 April 2017 was 80% of the under rule 7.1A.3? Include the +issue date and both values. VWAP of the trades of the previous 15 Include the source of the VWAP traded days. calculation. 6h If[[+]] securities were issued under n/a rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining 7.1 NIL issue capacity under rule 7.1 and 7.1A 46,523 rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

• 6h If[[+]] securities were issued under n/a rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

• 6i Calculate the entity’s remaining 7.1 NIL issue capacity under rule 7.1 and 7.1A 46,523 rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

• 7 +Issue dates 1 May 2017 Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. Number +Class

• 8 Number and +class of all 263,035,011 Fully Paid Ordinary +securities quoted on ASX ( including the +securities in section 2 if applicable)

• See chapter 19 for defined terms.

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Number +Class 9 Number and +class of all +securities not quoted on ASX ( including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a No dividend policy trust, distribution policy) on the increased capital (interests) Part 2 - Pro rata issue 11 Is security holder approval N/A required? 12 Is the issue renounceable or nonN/A renounceable? 13 Ratio in which the[+] securities N/A will be offered 14 +Class of +securities to which the N/A offer relates 15 +Record date to determine N/A entitlements 16 Will holdings on different N/A registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements N/A in relation to fractions 18 Names of countries in which the N/A entity has security holders who will not be sent new offer 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 N/A acceptances or renunciations

Part 2 - Pro rata issue

• See chapter 19 for defined terms.

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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 offer documents 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?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

N/A

• 33 +Issue date

N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a)  +Securities described in Part 1

(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[+] securities are[+] 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.

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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[+] issue date 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 +Class 42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 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 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.

• 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.

• 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.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we 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: (Director) Print name: N R Forrester

Date: 1 May 2017

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

• Insert number of fully paid[+] ordinary 183,477,958 securities on issue 12 months before the + issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities NIL issued in that 12 month period under an exception in rule 7.2

• • Number of fully paid[+] ordinary securities issued in that 12 month period with shareholder approval 7.1 24,400,051

• • Number of partly paid[+] ordinary 7.1A 2,587,269 securities that became fully paid in that 12 month period

• Note: • Include only ordinary securities here – other classes of equity securities cannot be added

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• Subtract the number of fully paid[+] ordinary NIL securities cancelled during that 12 month period “A” 210,465,227

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	31,569,784
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	31,569,784
“C”	31,569,784
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	31,569,784
Subtract“C” Note: number must be same as shown in Step 3	31,569,784
Total[“A” x 0.15] – “C”	NIL [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A”

Note: number must be same as shown in 210,465,227 Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 21,046,523

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued 21,000,000 or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E” 21,000,000

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	21,046,523
Subtract“E” Note: number must be same as shown in Step 3	21,000,000
Total[“A” x 0.10] – “E”	46,523Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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