Form 604

Corporations Law
Section 671B

Notice of change of interests of substantial holder

ToCompany Name/Scheme Galaxy Resources Limited

ACN/ARSN
1. Details of substantial holder (1)
Name M&G Investment Funds (1)

M&G Investment Management Limited M&G Limited M&G Group Limited Prudential plc

ACN/ARSN (if applicable)
There was a change in the interests of the substantial holder on
The previous notice was given to the company on

23 January 2012

09 December 2011

The previous notice was dated 09 December 2011
2. Previous and present voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate(2) had a relevant interest
(3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of Security (4)

Previous Notice

Present Notice

Class of Security (4)

Person's votes

Voting Power (5)

Person's votes

Voting Power (5)

Ordinary NPV

42,251,743

13.06%

45,351,743

14.02%

3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change

Person whose relevant interest changed

Nature of change (6)

Consideration given in relation to change (7)

Class and number of securities affected

Person's votes affected

M&G Investment Funds (1)

M&G Investment Management

Limited

M&G Limited

M&G Group Limited

Prudential plc

M&G Investment Funds (1)

M&G Investment Management

Limited

M&G Limited

M&G Group Limited

Prudential plc

PLEASE SEE ANNEX 1 (Below)

M&G Investment Funds (1)

M&G Investment Management

Limited

M&G Limited

M&G Group Limited

Prudential plc

PLEASE SEE ANNEX 1 (Below)

M&G Investment Funds (1)

M&G Investment Management

Limited

M&G Limited

M&G Group Limited

Prudential plc

Freehills Melbourne ASIC0060303811236
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest

Registered holder of securities

Person entitled to be registered as holder (8)

Nature of relevant interest

Class and number of securities

M&G Investment Funds (1) M&G Investment Management Limited

M&G Limited

M&G Group Limited

Prudential plc

State Street Nominees Limited A/C GMBM

State Street Nominees Limited A/C GMBM

Power to

exercise or control the exercise

of, a right to vote attached to the securities Power to dispose of, or control the

exercise of a power to dispose of, the securities

18,200,000

M&G Investment Management

Limited

M&G Limited

M&G Group Limited

Prudential plc

HSBC Seoul GL Basics Mother Fund

HSBC Seoul GL Basics Mother Fund

Power to

exercise or control the exercise

of, a right to vote attached to the securities Power to dispose of, or control the

exercise of a power to dispose of, the securities

2,199

M&G Investment Management

Limited

M&G Limited

M&G Group Limited

Prudential plc

JNL/M&G

Global Basics

Fund

JNL/M&G Global

Basics Fund

Power to

exercise or control the exercise

of, a right to vote attached to the securities Power to dispose of, or control the

exercise of a power to dispose of, the securities

785,906

M&G Investment Management

Limited

M&G Limited

M&G Group Limited

Prudential plc

Chase

Nominees Ltd

Chase Nominees Ltd

Power to

dispose of, or control the

exercise of a power to dispose of, the securities

26,363,638

Freehills Melbourne ASIC0060303811236
5. Changes in association
The persons who have been associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and CAN/ARSN (if applicable)

Nature of association

M&G Investment Funds (1)

An Open Ended Investment Company (Separate Legal

Entity, not within the Prudential plc group of companies), the assets are managed by M&G Investment Management Limited, which is a wholely owned subsidiary of Prudential Plc, as are M&G Limited and M&G Group Limited and as such these companies are included within this notice.

Since the previous notice there has been no change in overall ownership structure of the assets.

6. Addresses
The addresses of persons named in this form are as follows:

Name

Address

M&G Investment Funds (1)

Laurence Pountney Hill, London EC4R 0HH, England

M&G Investment Management

Limited

M&G Limited

Laurence Pountney Hill, London EC4R 0HH, England

Laurence Pountney Hill, London EC4R 0HH, England

M&G Group Limited

Laurence Pountney Hill, London EC4R 0HH, England

Prudential plc

Laurence Pountney Hill, London EC4R 0HH, England

State Street Nominees

Limited

20 Churchill Place, Canary Wharf, London E14 5HJ,

England