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ROX RESOURCES LIMITED ABN 53 107 202 602

ANNUAL REPORT

2007

	Page No
CORPORATE DIRECTORY	1
HIGHLIGHTS	2
CHAIRMAN’S REVIEW	3
PHA LUANG ZINC-LEAD PROJECT, LAOS	4
LENNARD SHELF ZINC-LEAD PROJECT, AUSTRALIA	12
DIRECTORS’ REPORT	18
AUDITORS INDEPENDENCE DECLARATION	29
CORPORATE GOVERNANCE	30
FINANCIAL STATEMENTS
Income Statement	33
Balance Sheet	34
Cash Flow Statement	35
Statement of Changes in Equity	36
Notes to and Forming Part of the Financial Statements	37
Directors' Declaration	65
Independent Audit Report to the Members of Rox Resources Limited	66
SCHEDULE OF MINING TENEMENTS	68
OTHER INFORMATION	69

CORPORATE DIRECTORY

Directors:

Mr Jeff Gresham Non-Executive Chairman

Mr Ian Mulholland Managing Director

Mr Michael Blakiston Non-Executive Director

Company Secretary: Mr Brett D Dickson

Bankers:

Westpac Banking Corporation 40 St George’s Terrace Perth WA 6000

Stock Exchange:

Australian Stock Exchange Limited

Company Code: RXL (Fully Paid Shares)

Issued Capital:

57,875,333 Fully paid ordinary shares 5,250,000 20 cent, 31 January 2009 options 2,500,000 67.5 cent, 12 July 2009 options 1,600,000 35 cent, 30 November 2009 options 950,000 35 cent, 31 May 2010 options

Investor Relations:

Porter Novelli

The Courtyard, 33 Broadway Nedlands WA 6009, Western Australia Telephone: (08) 9386 1233 Facsimile: (08) 9386 1715

Auditor:

Ernst & Young Ernst & Young Building 11 Mounts Bay Road Perth WA 6000

Telephone: (08) 9429 2222 Facsimile: (08) 9429 2436

Solicitor:

Blakiston & Crabb 1202 Hay Street West Perth WA 6005

Telephone: (08) 9322 7644 Facsimile: (08) 9322 1506

For shareholder information contact:

Share Registry:

Computershare Registry Services Pty Ltd Level 2, Reserve Bank Building 45 St Georges Terrace Perth WA 6000

Telephone: (08) 9323 2000 Facsimile: (08) 9323 2033

For information on your company contact:

Principal & Registered Office:

Ground Floor 63 Hay Street Subiaco WA 6008

Telephone: (08) 6380 2966 Facsimile: (08) 6380 2988 Web: www.roxresources.com.au

HIGHLIGHTS

LAOS

Extension of zinc-lead mineralisation at Nam Yen , including drill intercepts of:

PLR045: 11 metres grading 7.8% combined Zn+Pb from 8 metres, and 6 metres grading 10.0% combined Zn+Pb from 21 metres

PLR077: 19 metres grading 7.0% combined Zn+Pb, from 35 metres PLR073: 15 metres grading 7.4% combined Zn+Pb, from 36 metres PLR072: 13 metres grading 7.9% combined Zn+Pb, from 25 metres

The intercepts included several very high-grade zones:

PLR077: 5 metres grading 13.8% Zn+Pb from 46 metres

PLR072: 4 metres grading 13.3% Zn+Pb from 34 metres

Intersection of sulphide mineralisation at Pha Sod , including:

PLR049: 20 metres grading 1.6% Zn, 0.2% Pb, and 7 g/t Ag, from 4 metres PLR082: 9 metres grading 1.71% Zn from 44 metres, and

1 metre grading 5.34% Zn from 60 metres

PLR086: 12 metres grading 2.24% Zn from 100 metres including 4 metres grading 3.60% Zn from 100 metres

IP geophysical anomalies at Bon Noi and Nam Yen
New soil anomalies at Pha Sod, Pha Daeng and Lok Sai Haai

AUSTRALIA

Joint Venture over prospective ground in the Lennard Shelf Zn-Pb mineral province

CORPORATE

Exercise of 1,300,000 options to raise $260,000
Issue to Rox of 3 million Regal Resources shares for the Menzies gold project divestment, and sale of 1.5 million of these shares and 750,000 options to raise $280,000 after costs
Issue to Rox of 750,000 shares in Paramount Mining Corporation, with more to come as settlement for the divestment of the South African diamond projects.

CHAIRMAN’S REVIEW

Dear Shareholder,

I have great pleasure in presenting my first Rox Annual Report as Chairman of your Company. I am pleased to report that during the 2007 financial year, building on the strategic direction established during 2006, considerable progress was made in positioning Rox as a leading zinc-lead explorer.

At our Pha Luang project in Laos, drilling continued to extend the previously defined mineralisation at the Nam Yen prospect with several significant mineralised intercepts being recorded. Our continuing soil survey work recorded a significant anomaly at the Pha Sod prospect and drilling of this prospect recorded several broad intersections of low grade zinc sulphide mineralisation. Further drilling at this prospect is required. In order to assess the potential for deeper, primary mineralisation at Pha Luang a major induced polarisation geophysical survey was completed over the Bon Noi and Nam Yen prospects. Several significant anomalies were defined by this survey and subsequent to the end of the financial year three of these anomalies were tested by deeper diamond drill holes. No significant mineralisation was recorded and, surprisingly, no obvious source for the IP response was noted in the drill core. Although this result was somewhat disappointing much more work is required to fully understand the nature and location of these anomalies and further drilling will be required. The style of mineralisation we are searching for at Pha Luang is commonly structurally controlled and its distribution complex in detail. The exploration work at Pha Luang is still at a very early stage.

The exploration work at Pha Luang is logistically challenging. The terrain is extremely steep and rugged and much of it covered in dense tropical jungle. Heavy monsoonal rains limit the ability to conduct activities for extended periods during the year. I would like to pay tribute to our exploration team in Laos, under the direction of our Exploration Manager, James Venables, for their excellent work in what were at times extremely trying conditions.

Your Company entered into an important option to joint venture into zinc-lead project on the Lennard Shelf in Western Australia subsequent to the end of the financial year. The Lennard Shelf is a major zinc-lead production centre and is geologically similar to the Pha Luang project. Building on the knowledge and experience our exploration team has developed in Laos we will quickly develop a comprehensive regional program to evaluate this exciting project.

Through careful and diligent use of exploration expenditure, income from interest and the sale of equities associated with property divestments, the Company still finds itself in a robust financial position at the end of the financial year with cash and receivables of $3.86 million. This will allow us to aggressively pursue our exploration activities in the coming year.

In conclusion I would like to acknowledge my predecessor as Chairman, Dr Alistair Cowden, for his role in the formation and development of the Company. I look forward to continuing to work closely with our Managing Director, Ian Mulholland, in further developing our existing assets and pursuing new growth opportunities to add value for all shareholders.

Jeffrey J Gresham Chairman

PHA LUANG ZINC-LEAD PROJECT, LAOS

INTRODUCTION

Rox Resources Limited (“Rox”) is exploring the limestone-hosted “Mississippi Valley Type” Pha Luang lead-zinc project in Laos, where high grade drill intercepts of lead and zinc have been made at the Nam Yen prospect.

A joint venture has been formed with local Lao company First Pacific Mining Co Lao Ltd (23%) and Thai company, Triple Nine Mining Co Ltd (17%). Application for a foreign investment licence has been made to the Lao Government to incorporate a joint venture company in Laos. This application has been with the Laos Government for approximately one year. It is believed the complicated nature of the application, which involves the separation of the oxide and sulphide rights at Pha Luang, has resulted in a delay in the approval. The company is working actively with the Lao Government for resolution of the issues and approval of the application as soon as possible.

The Pha Luang project is situated close to the main north-south bitumen highway through Laos, and is adjacent to power lines, water supplies and established towns. Relief in the area is moderate to extreme, however road access to the top of the range has been established in two different locations. There is abundant water for process needs, and there is ample suitable ground for establishment of mine infrastructure. The town of Vangvieng is 20 km south of the mine area.

The lateral, along strike and across strike extent of the lead-zinc-silver oxide and sulphide outcrops at Pha Luang, and the intensity and widths of surface mineralisation, suggest that this area could potentially host a district of significant lead-zinc-silver deposits.

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Location Map

PHA LUANG ZINC-LEAD PROJECT, LAOS

The Lao People’s Democratic Republic (Lao PDR) is located on the Indo-China Peninsula, is bordered by Thailand, Myanmar, China, Vietnam and Cambodia, and covers an area of 237,000 km[2 ] (similar in size to the State of Victoria). After many changes to its political system, political stability was achieved in 1975 when the Lao PDR was established by independence party The Pathet Lao.

Laos is a rapidly growing economy on the Indo-China peninsula, located close to markets in Thailand, China and Vietnam. Several Australian mining companies are enjoying outstanding success operating in Laos, where the government is actively encouraging foreign investment in mining and exploration.

Laos has promoted economic liberalisation since 1986 with a shift from a planned economy towards a free market system. The result was a shift towards a market-based economy which guarantees, amongst other things, the right for each Lao citizen to own private property and provides protection for both domestic and foreign investment. In 1997 Laos was admitted to the Association of South East Asian Nations (ASEAN) and is in the process of joining the World Trade Organisation (WTO).

The 50[th] anniversary of the establishment of diplomatic relations between Australia and Laos was celebrated in 2002 and Australia enjoys a positive reputation in Laos both as a result of this long, unbroken relationship and a high profile development cooperation programme.

EXPLORATION RESULTS

Prospect Identification

The company’s exploration approach has involved rock chip and soil geochemical sampling. This has produced a number of geochemical anomalies which have been furthered investigated with geological and structural mapping. A number of new soil anomalies have been located during the past year, including the Pha Sod, Pha Daeng and Lok Sai Haai prospects.

Geology & Structure

Geological mapping by company and consultant geologists has resulted in a better understanding of the geological and structural setting at Pha Luang, and the context of zinc-lead mineralisation. The main structural direction trends 130-310 degrees and represents the strike of the limestone and surrounding shale and siltstone units. This trend is also parallel to a major thrust fault interpreted through the area.

Cross-cutting structures are believed important in focussing mineralisation into structurally prepared zones, and two major directions of 160-340 degrees and 040-220 degrees have been identified. At Nam Yen for example, mineralisation appears to be aligned along the 040-220 degree trend. A further structural trend is apparent dipping at about 20 degrees towards 040 degrees. As these structures become better defined, the company believes the controls on mineralisation will be become more understood resulting in an increased discovery rate.

PHA LUANG ZINC-LEAD PROJECT, LAOS

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Regional Geology

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Soil Sampling and Prospect Location Map

PHA LUANG ZINC-LEAD PROJECT, LAOS

RC Drilling

RC drilling was undertaken at the Pha Sod, Bon Noi, and Nam Yen prospects. Unfortunately the poor availability of the RC drilling rig meant that the company was not able to complete the planned program, and a number of holes at the Nam Yen and Pha Daeng prospects remained undrilled at the end of the field season when the RC rig had to be demobilised because of the wet weather and access difficulties.

Best results from the drilling were achieved at Pha Sod and Nam Yen as follows:

Nam Yen

PLR045: 11 metres grading 7.8% combined Zn+Pb from 8 metres, and 6 metres grading 10.0% combined Zn+Pb from 21 metres PLR077: 19 metres grading 7.0% combined Zn+Pb, from 35 metres PLR073: 15 metres grading 7.4% combined Zn+Pb, from 36 metres PLR072: 13 metres grading 7.9% combined Zn+Pb, from 25 metres PLR067: 10 metres grading 5.2% combined Zn+Pb, from 52 metres PLR066: 9 metres grading 4.2% combined Zn+Pb, from 42 metres PLR069: 6 metres grading 7.2% combined Zn+Pb, from 44 metres

The intercepts included several very high-grade zones:

PLR077: 5 metres grading 13.8% Zn+Pb from 46 metres PLR072: 4 metres grading 13.3% Zn+Pb from 34 metres PLR073: 6 metres grading 8.9% Zn+Pb from 36 metres

Pha Sod

PLR048: 24 metres grading 1.3% Zn, 0.1% Pb, and 5 g/t Ag, from 4 metres PLR049: 20 metres grading 1.6% Zn, 0.2% Pb, and 7 g/t Ag, from 4 metres PLR050: 8 metres grading 1.3% Zn, 0.2% Pb, and 7 g/t Ag, from 4 metres PLR052: 28 metres grading 1.2% Zn, 0.1% Pb, and 5 g/t Ag, from 4 metres PLR082: 9 metres grading 1.71% Zn from 44 metres, and 1 metre grading 5.34% Zn from 60 metres PLR085: 12 metres grading 2.24% Zn from 64 metres PLR086: 12 metres grading 2.24% Zn from 100 metres including 4 metres grading 3.60% Zn from 100 metres

The drilling at Pha Sod identified zinc sulphides for the first time at this new prospect. Although low grade in tenor, this discovery represents significant exploration progress. The topography and terrain at Pha Sod is very steep, and it was not always possible to locate the RC holes in the optimum positions to test the targets.

PHA LUANG ZINC-LEAD PROJECT, LAOS

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Pha Sod Drill Plan

Drilling at Nam Yen continued to extend the known mineralisation allowing for a better understanding of the nature of the deposit. Unfortunately drilling planned to further extend the mineralisation was not possible due to the onset of the wet season, so will be carried over into the next field season.

The drilling at Nam Yen has resulted in the delineation of a mineralised zone as shown below. It is still open in all directions, and further RC drilling is warranted to test for further extensions.

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Nam Yen Drilling Plan, Metre x Grade Intercepts

PHA LUANG ZINC-LEAD PROJECT, LAOS

Drilling at Bon Noi and Switchback to test geochemical targets was not successful in intersecting sulphide mineralisation although a number of oxide intercepts were made, including:

PLR029: 3 metres grading 2.3% Zn, 0.6% Pb, and 14 g/t Ag, from 21 metres PLR034: 9 metres grading 6.9% Zn, 1.4% Pb, and 25 g/t Ag, from 3 metres PLR055: 4 metres grading 1.2% Zn, 1.8% Pb, and 14 g/t Ag, from 28 metres

Geophysics

Based on experience from other Mississippi Valley Type (MVT) exploration, and specific test work undertaken on mineralised cores from Pha Luang, the company undertook an Induced Polarisation (IP) geophysical survey over the Bon Noi, Nam Yen and Pha Sod prospects. The field survey was conducted by well-respected Kumsup Geophysics from Thailand, and the data was processed and interpreted by Southern Geoscience Consultants of Perth, Western Australia.

The survey showed a number of IP chargeability anomalies, which the company believed could represent sulphide mineralisation, and provided drilling targets at depths greater than those possible from surface geochemical data. A programme of 6 diamond core holes was planned to test the 5 main IP anomalies.

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Bon Noi IP Anomalies Showing Completed Drilling

PHA LUANG ZINC-LEAD PROJECT, LAOS

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Nam Yen IP Anomalies Showing Completed Drilling

Diamond Core Drilling

Diamond core drilling was commenced in mid June after the departure of the RC rig. Being a smaller machine it was possible to continue this drilling into the wet season. RC pre-collars for 5 of the 6 planned diamond core holes were drilled before the departure of the RC rig.

Three diamond core holes were drilled to test IP anomalies BN1, BN3 and NY3. Unfortunately none of these holes intersected any visible sulphide mineralisation and the IP anomalies remain unexplained. Assays have only been received for the first hole so far, with the best results being oxide mineralisation:

PLRD088: 4 metres grading 0.47% Zn, from 337 metres, and

1 metre grading 0.91% Zn, from 429 metres.

Further petrophysical test work is planned on the drill core to determine whether there are any microscopic minerals that might explain the IP anomalies. The raw IP data is also being re-examined to ascertain whether there were any errors in the data collection or processing leading to the IP anomalies being plotted incorrectly.

PHA LUANG ZINC-LEAD PROJECT, LAOS

WORK PLANS

MVT zinc-lead deposits are well known around the world and a number of exploration techniques are known to have been successful. The company is employing all of these methods, but is continually reviewing its exploration techniques in order to optimise effectiveness.

The company remains committed to the Pha Luang sulphide project and is of the opinion that a potentially large zinc-lead mineralised system is probable there.

Continue soil and rock chip sampling to identify new prospects
Geological and structural mapping
Geophysics as appropriate
RC and diamond core drilling
Identification and evaluation of new projects in Laos and SE Asia
Grant of Pha Luang JV and Namthem Foreign Investment Licences

LENNARD SHELF ZINC-LEAD PROJECT, AUSTRALIA

INTRODUCTION

The Lennard Shelf is an ancient Devonian-aged limestone reef that hosts a world-class Mississippi Valley Type (MVT) zinc-lead province with reported resources in June 2003 of 22Mt @ 6.9% Zn and 2.8% Pb (9.7% Zn+Pb). Production between 1994 and 2003 has amounted to 13.3Mt @ 7.6% Zn and 3.1% Pb (10.7% Zn+Pb). Clusters of MVT deposits have been found on the Lennard Shelf, including Cadjebut, Pillara, Goongewa, Fossil Downs, Pinnacles and Kapok. Other deposits have been found further to the northwest at Narlarla and Wagon Pass.

The deposits were originally found by BHP and Billiton in the late 1970’s and early 1980’s. Development by BHP went ahead in about 1988, and the mines were then sold to Western Metals who operated them for a few more years before going into administration because of foreign exchange and hedging difficulties (not operational problems).

Rox has signed a 12 month option with Avalon Minerals to form a joint venture on Avalon’s tenements. During the 2008 period Rox must spend $500,000 on exploration. After the 12 month period Rox can withdraw, however if Rox elects to form the joint venture then it can earn a 60% interest by expending $1.5 million over three additional years.

The joint venture tenements cover a 2,600km[2] area in the central and southeast Lennard Shelf where the largest deposits (Cadjebut and Pillara) are located. Pillara is currently being mined by a Teck-Xstrata JV and quoted ore reserves are 3.0Mt @ 7.3% Zn and 1.8% Pb.

Previous exploration has been concentrated along the southwest margin of the reef where most base metal deposits and occurrences are located. The exploration model for the Lennard Shelf has been developed over more than 20 years by a variety of exploration companies and research organisations (including CSIRO, and the University of Western Australia). Rox believes this extensive database will not only enable rapid exploration progress on the joint venture tenements, but the exploration concepts and techniques will be equally applicable to its Pha Luang project in Laos as well.

Zinc-Lead deposits are found throughout the complete carbonate sequence (from lowermost Pilbara Limestone to uppermost Nullara Limestone and the common theme is structural control. Therefore, even though most exploration has taken place along the reef front outcrop, deposits are possible anywhere within the carbonate sequence as long as the necessary structural elements are present.

A secondary exploration target is within adjacent calcareous sediments (e.g. Fairfield Formation, Piker Hills Formation), where structural elements may be present and the sediments contain enough carbonate to reduce mineralising fluids.

Exploration techniques to be used include geochemical analysis by Niton XRF of residual soils and stream sediments, geophysical surveys to highlight unseen structures and possible mineralisation, and most critically, geological understanding and interpretation. From these results, drill targets can be more accurately determined and prioritised.

Avalon has three project blocks of tenements termed Oscar Range, Lawford and Barramundi.

12 -

LENNARD SHELF ZINC-LEAD PROJECT, AUSTRALIA

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Lennard Shelf Deposits and Avalon’s Tenements

13 -

LENNARD SHELF ZINC-LEAD PROJECT, AUSTRALIA

PROJECTS

Oscar Range

The Oscar Range tenements cover an area of 940km[2] along the southwest margin of the Lennard Shelf where a number of zinc gossans (hydrozincite – similar to Pha Luang) have been discovered. Several low-grade zinc intersections have been reported from follow-up drilling. The project encompasses approximately 60km strike length of the Lennard Shelf reef complex, including 20km of the reef front and Oscar Fault. Three target areas have been identified based on past exploration, regional geology and structures that may have acted as conduits for migrating ore fluids. Gossan sampling has returned values of 1.7% Zn and 1.6% Pb from the Buromin prospect, and 0.6% Zn and 0.4% Pb from the Boab prospect.

Lawford

The Lawford project covers an area of 940km[2] and incorporates large areas of the Lennard Shelf reef complex. Gossan sampling on a small 2.3km[2] excised mining lease at Ross Hill has returned results of up to 27% Zn and 10% Pb. Drilling at the Window prospect has returned 14m at 0.24% Zn, and 4m at 0.5% Pb. Three significant Zn-Pb deposits, Cadjebut, Pinnacles and Kapok are located within a few kilometres of the southwest corner of the project.

Barramundi

Exploration on the 710km[2] Barramundi project area has been very limited. Gossan sampling from just outside the tenements at Findlay Hill and Horse Spring Range has returned results of up to 34% Zn and 8.7% Pb. Three target areas have been identified based on host rocks, structural elements and past exploration.

EXPLORATION PROGRAM

Extensive geochemical surveys (>12,800 samples) will be completed over each of the three areas to test unexplored and partially explored areas using a portable field XRF analyser (“Niton”) as follows:

Oscar Range

Napier Limestone along the range front
Fairfield Formation in front of the limestone ranges, which could also be a suitable host rock for MVT mineralisation

Lawford

Pillara Limestone lying close to the Margaret Horst in the North Sparke Range
• The eastern extension of the Virgin Hills Fault

Barramundi

Outcropping Piker Hills Formation lying close to the Albatross Fault Zone
Pillara Limestone outcrop near the Horseshoe Range area

LENNARD SHELF ZINC-LEAD PROJECT, AUSTRALIA

IP geophysical surveys are planned at the Window prospect in the Lawford project and along the range front at the 12 Mile Bore prospect in the Oscar Range project.

In addition, geological assessment and re-logging of old drill core is expected to generate other targets.

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Oscar Range Project

LENNARD SHELF ZINC-LEAD PROJECT, AUSTRALIA

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Lawford Project

LENNARD SHELF ZINC-LEAD PROJECT, AUSTRALIA

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Barramundi Project

DIRECTORS’ REPORT

Your Directors present their report on the Company for the year ended 30 June 2007.

DIRECTORS

The names and details of the Company’s directors in office during the financial year and until the date of this report are as follows. Directors were in office for this entire period unless otherwise stated.

Names, Qualifications, Experience and Special Responsibilities

Mr Jeff Gresham (appointed Non-Executive Chairman 1/10/2006 - B.Sc. (Hons), MAusIMM, MGSA, MAICD

Mr Gresham is a geologist with a distinguished industry career of varied exploration, operational and corporate experience both in Australia and internationally spanning 39 years. Mr Gresham is also a nonexecutive director of Breakaway Resources and View Resources.

Previously he was Managing Director of Titan Resources, an active nickel explorer in Western Australia, and roles prior to that have included Managing Director of gold miner Wiluna Mines Limited, General Manager – Exploration for Homestake Gold of Australia, and several senior executive roles with Western Mining Corporation (WMC) including Chief Geologist of the Kambalda Nickel Operations, and Executive Vice President Exploration for WMC’s Canadian subsidiary Westminster Canada Ltd.

Mr Gresham’s extensive professional experience covers numerous mineral deposit types and he has authored a number of professional papers on the Kambalda nickel deposits and the Olympic Dam copperuranium deposit, and has a B.Sc (Hons) degree from the Victoria University, Wellington, New Zealand.

Mr Ian Mulholland (appointed Managing Director 27/11/2003 - B.Sc. (Hons), M.Sc. FAusIMM, FAIG, FSEG, MAICD

Mr Mulholland is a geologist with over 25 years broad experience in the exploration and mining industry in a number of commodity groups including gold, silver, copper, lead, zinc, uranium, nickel and kaolin. He has been Managing Director of Rox Resources since it’s inception, and prior to that he managed activities from grass roots exploration to advanced resource definition, feasibility studies and mining operations for a number of major, medium sized and junior companies including WMC, Esso, Otter Gold, Aurora Gold, Anaconda Nickel, Archaean Gold, Summit Resources and Conquest Mining. His strength is in bringing resources to economic fruition and his experience is particularly appropriate for his role with Rox.

Mr Mulholland has been involved in the Nimbus silver-zinc project, the Mt Martin, Mt Muro, Toka Tindung, Tanami and Mt Carlton gold-silver projects, the Murrin Murrin, Weld Range, Marshall Pool, Lawlers and Cawse nickel projects, the Valhalla and Olympic Dam uranium projects, and the Mt Windsor VMS copperlead-zinc projects.

Mr Mulholland has a B.Sc. (Hons), Geology from the University of Sydney and a M.Sc. in Exploration and Mining Geology from the James Cook University of North Queensland. He is a Fellow of the AusIMM, the AIG, and the Society of Economic Geologists.

DIRECTORS’ REPORT

Mr Michael Blakiston (appointed Non-Executive Director 27/11/2003) - B.Juris. LLB

Mr Blakiston is a practicing solicitor with legal experience in the resources sector, and holds the degrees of Bachelor of Jurisprudence and Bachelor of Laws from the University of Western Australia and is a partner of the corporate and resource law firm, Blakiston & Crabb. Mr Blakiston has been practicing law for over 25 years.

Mr Blakiston is also a director of Platinum Australia Ltd, Vulcan Resources Limited and Aurora Oil & Gas Limited. During the last three years he has also served on the boards of Black Range Minerals Limited, GFB Ltd, Colltech Australia Limited and Australian Development Capital Ltd.

Mr Blakiston has extensive commercial experience both in advisory and directorial capacities having been involved in project assessment, structuring and financing, joint ventures and strategic alliances in the resource industry. In addition, Mr Blakiston has experience in initial public offerings, takeovers and mergers, corporate and project fundraisings (either with debt or equity), construction, offtake and sales contracts.

Dr Alistair Cowden (Non-Executive Chairman, retired 30/9/06) - B.Sc. (Hons), Ph.D, MAusIMM, MAIG

Dr Cowden has over 25 years experience as a geologist and mining company executive in Australia, Africa, Europe and New Zealand. He has been involved with major projects and discoveries such as Nimbus silver-zinc, Sunrise Dam mine, Kanowna Belle gold mine, Magnetic Minerals Dongara mineral sands project, Syerston nickel - cobalt laterite deposit, Hartley platinum mine, St Ives gold mine and Kambalda nickel mines.

Dr Cowden has a B.Sc (Hons), Geology from the University of Edinburgh and a PhD in Geology from the University of London. He is currently Managing Director of Vulcan Resources Limited and retired from Rox to concentrate on this role. During the last three years he also served on the board of Australis Aquaculture Limited.

COMPANY SECRETARY AND CHIEF FINANCIAL OFFICER

Mr Brett Dickson - B.Bus, CPA

Mr Dickson has over 20 years experience in the financial management of companies, principally companies in early stage development of its resource or production, and offers broad financial management skills. He has been Company Secretary and Chief Financial Officer (CFO) for a number of successful resource companies listed on the ASX, and in addition to Rox Resources currently also acts as Company Secretary and CFO for Azure Minerals Limited.

He has had close involvement with the financing and development of a number of Greenfield resources in the oil and gas and mineral sectors. Mr Dickson is a Certified Practising Accountant with a Bachelors Degree in Economics and Finance from Curtin University.

Interest in the Share and Options of the Company

As at the date of this report, the interest of the directors in the shares and options of Rox Resources Limited were:

	Ordinary Shares	Unlisted Options
J Gresham I Mulholland M Blakiston	20,000 1,400,000 1,197,857	1,000,000 3,000,000 1,000,000

DIRECTORS’ REPORT

Included in the Director’s Interest in unlisted options are the following unlisted options that have vested and are able to be exercised.

Director	Number of options	Exercise Price	Expiry
J Gresham	1,000,000	35 cents	30November 2009
I Mulholland	3,000,000	20 cents	31 January 2009
M Blakiston	1,000,000	20 cents	31January2009

LOSS PER SHARE

Basic earnings (Loss) per share (5.8 cents) Diluted earnings (Loss) per share (5.8 cents)

DIVIDENDS

No amounts have been paid or declared by way of dividend of the Company since the date of incorporation and the Directors do not recommend the payment of any dividend.

CORPORATE INFORMATION

Corporate Structure

Rox Resources Limited is a company limited by shares which is incorporated and domiciled in Australia. During the year the Company acquired Rox (Laos) Pty Ltd as a 100% controlled entity. The group comprising Rox Resources Limited and Rox (Laos) Pty Ltd is not considered to be materially different to the Company as Rox (Laos) Pty Ltd has not traded, therefore consolidated and Company accounts have been presented as one.

Nature of Operations and Principal Activities

The principal activity of the Company during the year was the continued exploration of its Pha Luang leadzinc deposit in Laos and the realisation of value from the Company’s other mineral assets.

Results from Operations

During the period the Company recorded a loss from operations of $3,275,990 (2006: loss of $2,343,249). While this is an increase over the previous year the Company has a sound capital structure and is in an excellent position to progress its mineral properties. At 30 June 2007 the Company had cash on hand of $3.855 million.

Employees

At 30 June 2007 the Company had two employees (2006: two employees).

Review of Operations

During the year the company concentrated its activities on exploring its Pha Luang project for zinc-lead mineralisation in Laos. Drilling continued to extend the previously defined mineralisation at the Nam Yen prospect with several significant mineralised intercepts being recorded. Soil survey work recorded a

DIRECTORS’ REPORT

significant anomaly at the Pha Sod prospect and drilling of this prospect recorded several broad intersections of low grade zinc sulphide mineralisation. In order to assess the potential for deeper, primary mineralisation at Pha Luang a major induced polarisation geophysical survey was completed over the Bon Noi and Nam Yen prospects. Several significant anomalies were defined by this survey and subsequent to the end of the financial year three of these anomalies were tested by deeper diamond drill holes. No significant mineralisation was recorded and, surprisingly, no obvious source for the IP response was noted in the drill core. More work is required to fully understand the nature and location of these anomalies and further drilling will be required. The style of mineralisation at Pha Luang is commonly structurally controlled and its distribution complex in detail. The exploration work at Pha Luang is still at a very early stage and will continue with further soil sampling and drilling.

SIGNIFICANT CHANGES IN STATE OF AFFAIRS

Total contributed equity increased to $10,896,360 from $8,439,777, an increase of $2,456,583.

MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR

Since the end of the financial year the company has entered into an agreement to earn an interest in exploration tenements in the Lennard Shelf area of Western Australia. The Company has signed a 12 month option with Avalon Minerals to form a joint venture on Avalon’s tenements. In this 12 month period Rox must spend $500,000 on exploration. After the 12 month period Rox can withdraw, however if Rox elects to form the joint venture then it can earn a 60% interest by expending $1.5 million over three additional years.

In addition the Company has received 750,000 shares in Paramount Mining Corporation Limited being consideration for the sale of an exploration tenement in South Africa.

No other matter or circumstance has arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Company, the results of those operations or the state of affairs of the Company in subsequent financial periods.

ENVIRONMENTAL ISSUES

The Company carries out mineral exploration at its various projects which are subject to environmental regulations under both Commonwealth and State legislation. During the financial year there has been no breach of these regulations.

LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS

Likely developments in the operations of the Company and the expected results of those operations in future financial years have not been included in this report as the directors believe, on reasonable grounds, that the inclusion of such information would be likely to result in unreasonable prejudice to the Company.

DIRECTORS’ REPORT

REMUNERATION REPORT (AUDITED)

This report outlines the remuneration arrangements in place for directors and executives of Rox Resources Limited (the Company).

This remuneration Report outlines the director and executive remuneration arrangements of the company and the group in accordance with the requirements of the Corporations Act 2001 and its Regulations. It also provides the remuneration disclosures required by paragraphs Aus 25.4 to Aus 25.7.2 of AASB 124 Related Party Disclosures , which have been transferred to the Remuneration Report in accordance with Corporations Regulation 2M.6.04. For the purposes of this report Key Management Personnel (KMP) of the group are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the company and the group, directly or indirectly, including any director (whether executive or otherwise) of the parent company, and includes the five executives in the parent and the group receiving the highest remuneration.

For the purposes of this report, the term ‘executive’ encompasses the Chief Executive, senior executives, general managers

Remuneration Policy

The performance of the Company depends upon the quality of its directors and executives. To prosper, the Company must attract, motivate and retain highly skilled directors and executives.

To this end, the Company embodies the following principles in its remuneration framework:

Provide competitive rewards to attract high calibre executives
Link executive rewards to shareholder value
Encouragement for directors to sacrifice a portion of their fees to acquire shares in the Company at market price
The is no direct link between remuneration and Company performance

Remuneration Committee

The full Board acts as the Remuneration Committee and is responsible for determining and reviewing compensation arrangements for the directors, the Managing Director (MD) and the senior management team.

The Board assesses the appropriateness of the nature and amount of remuneration of directors and senior managers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality board and executive team.

Remuneration Structure

In accordance with best practice corporate governance, the structure of non-executive director and senior manager remuneration is separate and distinct.

Non-Executive Director Remuneration

Objective

The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders.

DIRECTORS’ REPORT

Structure

The Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall be determined from time to time by a general meeting. An amount not exceeding the amount determined is then divided between the directors as agreed. The latest determination was in 2004 when shareholders approved an aggregate remuneration of $150,000 per year.

The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned amongst directors is reviewed annually. The Board considers the fees paid to non-executive directors of comparable companies when undertaking the annual review process.

Each director receives a fee for being a director of the Company. No additional fees are paid for each board committee on which a director sits.

Non-executive directors have long been encouraged by the Board to hold shares in the Company (purchased by the director on market). It is considered good governance for directors to have a stake in the Company whose board he or she sits. In addition long term incentives in the form of options may be awarded to non-executive directors, subject to shareholder approval, in a manner which aligns this element of remuneration with the creation of shareholder wealth. At the date of this report no long term incentive options have been issued to non-executive directors.

The remuneration of non-executive directors for the year ending 30/6/07 is detailed later in this report.

Senior Manager and Executive Director Remuneration

Objective

The Company aims to reward executives with a level and mix of remuneration commensurate with their position and responsibilities within the Company and so as to:

reward executives for company and individual performance against targets set by reference to appropriate benchmarks;
align the interests of executives with those of shareholders;
link reward with the strategic goals; and
ensure total remuneration is competitive by market standards.

Structure

In determining the level and make-up of executive remuneration, the Board Committee engaged an external consultant to provide independent advice detailing market levels of remuneration for comparable executive roles.

Remuneration consists of the following key elements:

Fixed Remuneration
Variable Remuneration – Long Term Incentive (“LTI”)

DIRECTORS’ REPORT

Fixed Remuneration

Objective

The level of fixed remuneration is set so as to provide a base level of remuneration which is both appropriate to the position and is competitive in the market.

Fixed remuneration is reviewed annually by the Board and the process consists of a review of individual performance, relevant comparative remuneration in the market and, where appropriate, external advice on policies and practices.

Structure

Senior managers are given the opportunity to receive their fixed (primary) remuneration in a variety of forms including cash and fringe benefits such as motor vehicles and expense payments plans. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost for the Company.

The fixed remuneration component of the most highly remunerated senior managers is detailed later in this report.

Variable Remuneration – Long Term Incentive (“LTI”)

Objective

The objective of the LTI plan is to reward senior managers in a manner which aligns this element of remuneration with the creation of shareholder wealth.

As such LTI grants are only made to executives who are able to influence the generation of shareholder wealth.

Structure

LTI grants to executives are delivered in the form of options.

The options, when issued to executives, will not be exercisable for a price less than the then current market price of the Company’s shares.

Employment Contracts

The Managing Director, Mr Mulholland is employed under contract. The current employment contract commenced on 27 April 2007 and terminates on 27 April 2009, at which time the Company may chose to commence negotiation to enter into a new employment contract with Mr Mulholland. Under the terms of the present contact:

Mr Mulholland may resign from his position and thus terminate this contract by giving three months written notice.
The Company may terminate this employment agreement by providing three months’ written notice. On termination on notice by the Company, the Company will pay Mr Mulholland an amount equal to the fixed component of his remuneration for the remainder of the term of the contract.
The Company may terminate the contract at any time without notice if serious misconduct has occurred. Where termination with cause occurs, the MD is only entitled to that portion of remuneration which is fixed, and only up to the date of termination. On termination with cause any unvested options will immediately be forfeited.

DIRECTORS’ REPORT

Relationship of rewards to performance

Currently there are no specific performance conditions for individuals in relation to remuneration other than options awarded to Mr Dickson as set out in 1 below; however the stock price for options, when awarded, is not less than the then current market price of the Company’s shares traded on Australian Stock Exchange. As a result the reward only has value if there is an increase in the Company’s share price. This provides for a direct correlation between an increase in shareholder wealth and rewards to option holders.

Remuneration of Key Management Personnel

	SHORT	TERM		POST	SHARE-BASED
				EMPLOYMENT	PAYMENTS	TOTAL	PERCENTAGE
					Options		PERFORMANCE
2007	Salary & Fees	Other	1	Superannuation	$		RELATED
	$	$		$		$	%
DIRECTORS
J Gresham	-	-		40,875	174,700	215,575	81
M Blakiston	-	-		36,113	-	36,113	-
A Cowden	8,750	-		787	-	9,537	-
I Mulholland	188,100	-		18,561	-	206,661	-
EXECUTIVES
B Dickson	-	120,000		-	123,360	243,360	51
TOTAL	196,850	120,000		96,336	298,060	711,246	42
	SHORT	TERM		POST	SHARE-BASED
				EMPLOYMENT	PAYMENTS	TOTAL	PERCENTAGE
	Salary & Fees	Other	1	Superannuation			PERFORMANCE
2006					Options		RELATED
	$	$		$	$	$	%
DIRECTORS
J Gresham	-		-	-	-	-	-
M Blakiston	22,500		-	10,200	-	32,700	-
A Cowden	35,000		-	3,150	-	38,150	-
I Mulholland	183,480		-	16,513	-	199,993	-
EXECUTIVES
B Dickson	-		90,000	-	-	90,000	-
TOTAL	240,980		90,000	29,863	-	360,843	-

Mr Dickson did not receive any executive remuneration. Coolform Investments Pty Ltd, a company in which Mr Dickson is a director and shareholder, received fees totalling $120,000 (2006: $90,000)for the provision of services. Options granted to Mr Dickson during the year are exercisable in three equal transactions; the first after 1 April 2007, the second after 1 April 2008 and the third after 1 April 2009.

DIRECTORS’ REPORT

Compensation options: Granted and vested during the year

	GRANTED	GRANTED		TERMS	AND CONDITIONS FOR	AND CONDITIONS FOR	EACH GRANT	VESTED	VESTED
2007	Number	Date	Fair	Exercise	Expiry	First	Last exercise	Number	%
			value	Price	date	exercise	date
			$	$		date
Directors
J Gresham	1,000,000	27/11/06	0.175	0.35	30/11/09	30/11/06	30/11/09	1,000,000	100
M Blakiston	-	-	-	-	-	-	-	-	-
I Mulholland	-	-	-	-	-	-	-	-	-
A Cowden	-	-	-	-	-	-	-	-	-
Executives
B Dickson	600,000	27/11/06	0.206	0.35	30/11/09	1/04/07	30/11/09	200,000	33
Total	1,600,000							1,200,000

No compensation options were granted during 2006

Options granted as part of remuneration

	Value of options	Value of options	Value of options	Total value	Remuneration
	granted during	exercised during	lapsed during the		consisting of
	the year	the year	year		options for the
2007					year
	$	$	$	$	%
Directors
J Gresham	174,700	-	-	174,700	81
M Blakiston	-	-	-	-	-
I Mulholland	-	-	-	-	-
A Cowden	-	-	-	-	-
Executives
B Dickson	93,992	-	-	93,992	51

No options were granted as part of remuneration in 2006

Shares issued on exercise of Compensation Options

	Shares Issued	Paid per share	Unpaid per share
	Number	$	$
Directors
J Gresham	-	-	-
M Blakiston	-	-	-
I Mulholland	-	-	-
A Cowden	-	-	-
Executives
B Dickson	750,000	0.20	-

No shares were issued on exercise of compensation options during 2006

DIRECTORS’ MEETINGS

DIRECTORS’ REPORT

The number of meetings of directors (including meetings of committees of directors) held during the year and the number of meetings attended by each director were as follows:

	Directors’ Normal Meetings	Directors’ Normal Meetings	Directors’ Audit Meetings	Directors’ Audit Meetings	Directors’ Remuneration Meetings	Directors’ Remuneration Meetings	Directors’ Nomination	Directors’ Nomination
	No. Eligible	No. Attended	No. Eligible	No. Attended	No. Eligible	No. Attended	No. Eligible	No. Attended
J Gresham	7	7	1	1	1	1	-	-
A Cowden	4	4	1	1	-	-	1	1
M Blakiston	11	10	2	-	1	1	1	1
I Mulholland	11	11	2	2	1	1	1	1

Committee Membership

As at the date of this report, the Company does not have separately constituted Audit, Nomination and Remuneration Committees. The full board acts as those committees under specific charters.

INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS

During the year the Company paid an insurance premium to insure certain officers of the Company. The officers of the Company covered by the insurance policy include the Directors and the Company Secretary named in this report.

The Director and Officers Liability insurance provides cover against all costs and expenses that may be incurred in defending civil or criminal proceedings that fall within the scope of the indemnity and that may be brought against the directors and officers in their capacity as officers of the Company. The insurance policy does not contain details of the premium paid in respect of individual officers of the Company. Disclosure of the nature of the liability cover and the amount of the premium is subject to a confidentiality clause under the insurance policy.

The Company has not entered into any agreement to indemnify the auditor.

SHARE OPTIONS

At the date of this report and at the reporting date there were 10,300,000 unissued shares under options. During the year 4,000,000 options lapsed. In addition during the year 1,150,000 options were exercised resulting in the issue of 1,150,000 shares. Refer to note 16 of the Financial Statements for further details on options outstanding.

Option holders do not have any right, by virtue of the option, to participate in any share issue of the Company or any related body corporate or in the interest issue of any other registered scheme. AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES

DIRECTORS’ REPORT

Section 307C of the Corporations Act 2001 requires the Company’s auditors to provide the directors of Rox Resources Limited with an Independence Declaration in relation to the audit of the full-year financial report. This report has been received and is attached to the Directors’ Report at Page 29.

The following non-audit services were provided by the entity’s auditor, Ernst & Young. The directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act. The nature and scope of each type of non-audit services provided means that auditor independence was not compromised.

Ernst & Young received or are due to receive the following amounts for the provision of non-audit services: Tax compliance services $13,766

Signed in accordance with a resolution of the directors.

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J Gresham

Chairman Perth, 28 September 2007

AUDITORS INDEPENDENCE DECLARATION

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Auditor’s Independence Declaration to the Directors of Rox Resources Limited

In relation to our audit of the financial report of Rox Resources Limited for the financial year ended 30 June 2007, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.

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Ernst & Young

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V W Tidy Partner Perth 28 September 2007

Liability limited by a scheme approved under Professional Standards Legislation.

CORPORATE GOVERNANCE

In accordance with the ASX Corporate Governance Council's Principles of Good Corporate Governance and Best Practice Recommendations (" ASX Principles and Recommendations ")[1] , Rox Resources Limited (" Company ") has made it a priority to adopt systems of control and accountability as the basis for the administration of corporate governance. Some of these policies and procedures are summarised in this statement. Commensurate with the spirit of the ASX Principles and Recommendations, the Company has followed each recommendation where the Board has considered the recommendation to be an appropriate benchmark for corporate governance practices, taking into account factors such as the size of the Company and the Board, resources available and activities of the Company. Where, after due consideration, the Company's corporate governance practices depart from the ASX Principles and Recommendations, the Board has offered full disclosure of the nature of, and reason for, the adoption of its own practice.

Further information about the Company's corporate governance practices is set out on the Company's website at www.roxresources.com.au. In accordance with the ASX Principles and Recommendations, information published on the Company's website includes charters (for the Board and its committees), the Company's code of conduct and other policies and procedures relating to the Board and its responsibilities.

EXPLANATIONS FOR DEPARTURES FROM BEST PRACTICE RECOMMENDATIONS

During the Company's 2006/2007 financial year (" Reporting Period ") the Company has complied with each of the ASX Principles and Recommendations, other than in relation to the matters specified below.

Principle 2

Recommendations 2.4 : The Board should establish a Nomination Committee.

Notification of Departure : There is no separate nomination committee.

Explanation for Departure : The full Board considers those matters that would usually be the responsibility of a nomination committee. The composition of the Board does not make the establishment of a separate committee practicable and the Board considers that no efficiencies or other benefits would be gained by doing so. The Board has adopted, and applies, its Nomination Committee Charter.

Principle 4

Recommendations 4.2 and 4.3 : The Board should establish an Audit Committee and structure it in accordance with Recommendation 4.3.

Notification of Departure : A separate audit committee has not been formed and therefore is not structured in accordance with the compositional recommendation. Further, Mr Gresham maintains the chair during audit related discussions.

Explanation for Departure : The full Board carries out the role of an audit committee. The composition of the Board is not suitable for the formation of an audit committee and therefore no efficiencies or other benefits would be gained by forming a separate committee. The Board has adopted, and applies, an Audit Committee Charter and the independent directors are available to meet separately with the external auditor, should this be considered necessary.

1 A copy of the ASX Principles and Recommendations is set out on the Company’s website under the Section entitled "Corporate Governance".

CORPORATE GOVERNANCE

Principle 9

Recommendations 9.2 : The Board should establish a Remuneration Committee.

Notification of Departure : There is no separate remuneration committee.

Explanation for Departure : The full Board considers those matters that would usually be the responsibility of a remuneration committee. The composition of the Board does not make the establishment of a separate committee practicable and the Board considers that no efficiencies or other benefits would be gained by doing so. The Board has adopted, and applies, its Remuneration Committee Charter.

NOMINATION COMMITTEE

The full Board, in its capacity as the Nomination Committee, held one meeting during the Reporting Period. All Board members other than Mr Gresham, who was not appointed at the time the meeting occurred, attended.

AUDIT COMMITTEE

The full Board, in its capacity as the Audit Committee, held two meetings during the Reporting Period. The following table shows the attendance of each of the directors at those meetings:

Name	No. of meetings attended
Jeff Gresham	1
Ian Mulholland	2
Michael Blakiston	0
Alistair Cowden	1

Each of Messrs Gresham's and Cowden's attendance at only one meeting was as a result of one of the meetings occurring outside of the time of their appointment to the Board.

Details of each of the director's qualifications are set out in the Director's Report. While none of the Board members have formal financial qualifications, all have substantial industry knowledge and experience and consider themselves to be financially literate. Further, it is usual practice that Mr Brett Dickson, the Company Secretary, attends meetings which involve audit related discussions. Mr Dickson is a Certified Practising Accountant with a Bachelors Degree in Economics and Finance.

REMUNERATION COMMITTEE

Details of remuneration, including the Company’s policy on remuneration, are contained in the “Remuneration Report” which forms of part of the Directors’ Report.

The full Board, in its capacity as the Remuneration Committee, held one meeting during the Reporting Period. All Board members other than Dr Cowden, who was not appointed to the Board at the time the meeting occurred, attended.

CORPORATE GOVERNANCE

OTHER

Skills, Experience, Expertise and term of office of each Director

A profile of each director containing the skills, experience, expertise and term of office of each director is set out in the Directors' Report.

Identification of Independent Directors

In considering the independence of directors, the Board refers to the criteria for independence as set out in Box 2.1 of the ASX Principles and Recommendations (" Independence Criteria "). To the extent that it is necessary for the Board to consider issues of materiality, the Board refers to the thresholds for qualitative and quantitative materiality as adopted by the Board and contained in the Board Charter, which is disclosed in full on the Company’s website.

Applying the Independence Criteria, currently the independent directors of the Company are Jeff Gresham and Michael Blakiston.

Statement concerning availability of Independent Professional Advice

If a director considers it necessary to obtain independent professional advice to properly discharge the responsibility of his/her office as a director, then, provided the director first obtains approval for incurring such expense from the chairperson, the Company will pay the reasonable expenses associated with obtaining such advice.

Confirmation whether performance Evaluation of the Board and its members have taken place and how conducted

Each year the Board undertakes an evaluation of its own performance during the year. Board members are required to complete a questionnaire regarding individual knowledge, satisfaction, reporting and performance on a range of topics that are responsibilities of the Board. Each director was required to rank performance according to a defined scale for each activity or area. Results of the questionnaires were collated and statistically analysed to rank collective board performance against each topic. Comparative analysis between individual director response and the overall board response was completed. Once the analysis was completed the Chairman reviewed the results with each director. In addition, the Board reviewed and discussed the outcomes of the performance review and implemented a range of initiatives to address significant issues where improvement could be monitored. In addition to the collective review, directors also discussed specific issues where the assessment by directors had been significantly different to the collective mean assessment. These strategies allow the Board's performance to be measured against both measurable and qualitative indicators.

The Board reviews the Managing Director and key executive performances annually against the Company's performance objectives.

Existence and Terms of any Schemes for Retirement Benefits for Non-Executive Directors

There are no termination or retirement benefits for non-executive directors.

INCOME STATEMENT For the Year Ended 30 June 2007

Notes Revenue 3(a) Other Income 3(a) Depreciation and amortisation expense 3(b) Other expenses 3(c), 3(d) Loss from continuing operations before income tax Income tax expense Loss from continuing operations after income tax Discontinued Operations Profit/ (loss) from discontinued operations after income tax 4 Net loss attributable to members Loss per share (cents per share) - basic, for loss for the year attributable to ordinary equity holders 8 - basic, for loss from continuing operations attributable to ordinary equity holders - diluted, for loss for they year attributable to ordinary equity holders - diluted, for loss from continuing operations attributable to ordinary equity holders	Consolidated & Company 2007 ($) 263,918 29,997 (19,670) (3,564,996) (3,290,751) - (3,290,751) 14,761 (3,275,990) (5.8) (5.8) (5.8) (5.8)	Consolidated & Company 2006 ($) 88,610 - (7,380) (2,038,307)
		(1,957,077) -
		(1,957,077)
		(386,172)
		(2,343,249)
		(6.1) (5.1) (6.1) (5.1)

BALANCE SHEET As at 30 June 2007

Notes Current Assets Cash and cash equivalents 9 Trade and other receivables 10 Prepayments Assets of disposal group held for sale Total Current Assets Non-Current Assets Available for Sale investments 11 Plant and equipment 12 Other financial assets 13 Exploration and evaluation 14 Total Non-Current Assets TOTAL ASSETS Current Liabilities Trade and other payables 15 Provisions 16 Liabilities of disposal group held for sale 4 Total Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity 17 Reserves 17 Accumulated losses 19 TOTAL EQUITY	Consolidated & Company 2007 ($) 3,855,029 181 4,490 3,859,700 261,278 4,120,978 255,000 59,789 136,452 - 451,241 4,572,219 235,515 25,046 18,500 279,061 279,061 4,293,158 10,896,360 669,553 (7,272,755) 4,293,158	Consolidated & Company 2006 ($) 4,294,432 7,442 1,014
		4,302,888 -
		4,302,888 - 12,295 104,500 1,339,216
		1,456,011
		5,758,899
		1,176,534 15,525 15,525
		1,192,059
		1,192,059
		4,566,840
		8,439,777 123,828 (3,996,765)
		4,566,840

CASH FLOW STATEMENT For the Year Ended 30 June 2007

Note CASH FLOWS FROM OPERATING ACTIVITIES Interest received Payments to suppliers and employees Expenditure on mineral interests Net cash used in operating activities 9(b) CASH FLOWS FROM INVESTING ACTIVITIES Investments – purchase of listed securities Investments – proceeds from sale of listed securities Purchase of equipment Proceeds from sale of Menzies Project 4 Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of ordinary shares Share issue costs Payment for shares to be issued Security bonds paid Net cash provided by financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period 9(a)	Consolidated & Company 2007 ($) 263,918 (1,039,400) (1,925,364) (2,700,846) (7,500) 282,144 (71,582) 555,000 758,062 1,656,666 (121,333) - (31,952) 1,503,381 (439,403) 4,294,432 3,855,029	Consolidated & Company 2006 ($) 88,610 (835,909) (1,517,389)
		(2,264,688)
		- - (3,264) -
		(3,264)
		3,880,000 (209,000) 1,000,000 -
		4,671,000
		2,403,048 1,891,384
		4,294,432

STATEMENT OF CHANGES IN EQUITY For the Year Ended 30 June 2007

Consolidated & Company

At 1 July 2005 Loss for the year Total recognised income and expense for the year Issue of share capital Options issued – projects Cost of share issue At 30 June 2006 At 30 June 2006 Unrealised loss on available for sale investments Total income/(expense) recognised directly in equity Loss for the year Total recognised income and expense for theyear	Issued Capital $ Share Option Reserve $ Unrealised Gain/Loss Reserve $ 4,626,327 - - - - -	Accumulated Losses $ Total $ (1,653,516) 2,972,811 (2,343,249) (2,343,249)
	- - - 4,022,450 - - - 123,828 - (209,000) - -	(2,343,249) (2,343,249) - 4,022,450 - 123,828 - (209,000)
	8,439,777 123,828 -	(3,996,765) 4,566,840
	8,439,777 123,828 - - - (45,000) - - (45,000) - - - - - -	(3,996,765) 4,566,840 - (45,000)
		- (45,000) (3,275,990) (3,275,990)
		(3,275,990) (3,275,990)
Issue of share capital Options issued – employees Options issued – projects Options issued – cost of share issue Cost of share issue At 30 June 2007	2,789,666 - - - 313,525 - - 65,450 - - 211,750 - (333,083) - - 10,896,360 714,553 (45,000)	- 2,789,666 - 313,525 - 65,450 - 211,750 - (333,083)
		(7,272,755) 4,293,158

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

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NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Corporate Information

The financial report of Rox Resources Limited (the Company) for the year ended 30 June 2007 was authorised for issue in accordance with a resolution of the directors on XX September 2007.

Rox Resources Limited is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian stock exchange.

(a) Basis of Preparation

The financial report is a general-purposed financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001 and Australian Accounting Standards. The financial report has also been prepared on a historical cost basis, except for available for sale investments which are measured at fair value. The financial report is presented in Australian dollars.

As a result of the uncertainties inherent in business and other activities, certain items in a financial report cannot be measured with precision but can only be estimated. The estimation process involves best estimates based on the latest information available.

(b) Statement of compliance

The financial report complies with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). The financial report also complies with International Financial Reporting Standards (IFRS).

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet effective have not been adopted by the Group for the annual reporting period ending 30 June 2007. These are outlined in the table below.

Reference	Title	Summary	Application date of standard*	Impact on Group financial report	Applicati on date for *Group **
AASB 2005-10	Amendments to Australian Accounting Standards [AASB 132, AASB 101, AASB 114, AASB 117, AASB 133, AASB 139, AASB 1, AASB 4, AASB 1023 & AASB 1038]	Amending standard issued as a consequence of AASB 7_Financial_ Instruments: Disclosures.	1 January 2007	AASB 7 is a disclosure standard so will have no direct impact on the amounts included in the Group’s financial statements. However, the amendments will result in changes to the financial instrument disclosures included in the Group’s financial report.	1 July 2007
AASB 2007-1	Amendments to Australian Accounting Standards arising from AASB Interpretation 11 [AASB 2]	Amending standard issued as a consequence of AASB Interpretation 11 AASB 2 – Group and Treasury Share Transactions.	1 March 2007	This is consistent with the Group's existing accounting policies for share-based payments, so the amendments are not expected to have any impact on the Group's financial report.	1 July 2007

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

AASB 2007-2	Amendments to Australian Accounting Standards arising from AASB Interpretation 12 [AASB 1, AASB 117, AASB 118, AASB 120, AASB 121, AASB 127, AASB 131 & AASB 139]	Amending standard issued as a consequence of AASB Interpretation 12 Service Concession Arrangements.	1 January 2008	The Group currently has no service concession arrangements or public- private-partnerships (PPP), so the amendments are not expected to have any impact on the Group's financial report.	1 July 2008
AASB 2007-3	Amendments to Australian Accounting Standards arising from AASB 8 [AASB 5, AASB, AASB 6, AASB 102, AASB 107, AASB 119, AASB 127, AASB 134, AASB 136, AASB 1023 & AASB 1038]	Amending standard issued as a consequence of AASB 8_Operating_ Segments.	1 January 2009	AASB 8 is a disclosure standard so will have no direct impact on the amounts included in the Group's financial statements. However the amendments may have an impact on the Group’s segment disclosures as segment information included in internal management reports is more detailed than is currently reported under AASB 114 Segment Reporting.	1 July 2009
AASB 2007-4	Amendments to Australian Accounting Standards arising from ED 151 and Other Amendments [AASB 1, 2, 3, 4, 5, 6, 7, 102, 107, 108, 110, 112, 114, 116, 117, 118, 119, 120, 121, 127, 128, 129, 130, 131, 132, 133, 134, 136, 137, 138, 139, 141, 1023 & 1038]	Amendments arising as a result of the AASB decision that, in principle, all options that currently exist under IFRSs should be included in the Australian equivalents to IFRSs and additional Australian disclosures should be eliminated, other than those now considered particularly relevant in the Australian reporting environment.	1 July 2007	These amendments are expected to reduce the extent of some disclosures in the Group's financial report.	1 July 2007
AASB 2007-5	Amendments to Australian Accounting Standard – Inventories Held for Distribution by Not-for-Profit Entities [AASB 102]	This Standard makes amendments to AASB 102_Inventories_.	1 July 2007	This amendment only relates to Not-for-Profit Entities and as such is not expected to have any impact on the Group's financial report.	1July 2007

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

AASB 2007-6	Amendments to Australian Accounting Standards arising from AASB 123 [AASB 1, AASB 101, AASB 107, AASB 111, AASB 116 & AASB 138 and Interpretations 1&12]	Amending standard issued as a consequence of revisions to AASB 123 Borrowing Costs.	1 January 2009	The amendments to AASB 123 require that all borrowing costs associated with a qualifying asset be capitalised. The Group has no borrowing costs associated with qualifying assets and as such the amendments are not expected to have any impact on the Group's financial report.	1 July 2009
AASB 2007-7	Amendments to Australian Accounting Standards [AASB 1, AASB 2, AASB 4, AASB 5, AASB 107 & AASB 128]	Amending standards for wording errors, discrepancies and inconsistencies.	1 July 2007	The amendments are minor and do not affect the recognition, measurement or disclosure requirements of the standards. Therefore the amendments are not expected to have any impact on the Group's financial report.	1 July 2007
AASB 7	Financial Instruments: Disclosures	New standard replacing disclosure requirements of AASB 130_Disclosures_ in the Financial Statements of Banks and Similar Financial Institutions_and AASB 132_Financial Instruments: Disclosure and Presentation.	1 January 2007	Refer to AASB 2005-10 above.	1 July 2007
AASB 8	Operating Segments	New standard replacing AASB 114_Segment_ Reporting, which adopts a management approach to segmentreporting.	1 January 2009	Refer to AASB 2007-3 above.	1 July 2009
AASB 123 (amended)	Borrowing Costs	The amendments to AASB 123 require that all borrowing costs associated with a qualifying asset must be capitalised.	1 January 2009	Refer to AASB 2007-6 above.	1 July 2009
AASB Interpretation 10	Interim Financial Reporting and Impairment	Addresses an inconsistency between AASB 134_Interim_ Financial Reporting_and the impairment requirements relating to goodwill in AASB 136 _Impairment of Assets_and equity instruments classified as available for sale in AASB 139 _Financial Instruments: Recognition and Measurement.	1 November 2006	The prohibitions on reversing impairment losses in AASB 136 and AASB 139, which are to take precedence over the more general statement in AASB 134, are not expected to have any impact on the Group’s financial report.	1 July 2007

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

AASB Interpretation 11	AASB 2 – Group and Treasury Share Transactions	Addresses whether certain types of share- based payment transactions with employees (or other suppliers of good and services) should be accounted for as equity-settled or as cash- settled transactions under AASB 2_Share-based_ Payment. It also specifies the accounting in a subsidiary’s financial statements for share- based payment arrangements involving equity instruments of the parent.	1 March 2007	Refer to AASB 2007-1 above.	1 July 2007
AASB Interpretation 12	Service Concession Arrangements	Clarifies how operators recognise the infrastructure as a financial asset and/or an intangible asset – not as property, plant and equipment.	1 January 2008	Refer to AASB 2007-2 above.	1 July 2008
IFRIC Interpretation 13	Customer Loyalty Programmes	Deals with the accounting for customer loyalty programmes, which are used by companies to provide incentives to their customers to buy their products or use their services.	1 July 2008	The Group does not have any customer loyalty programmes and as such this interpretation is not expected to have any impact on the Group's financial report.	1 July 2008
IFRIC Interpretation 14	IAS 19 - The Asset Ceiling: Availability of Economic Benefits and Minimum Funding Requirements	Aims to clarify how to determine in normal circumstances the limit on the asset that an employer's balance sheet may contain in respect of its defined benefit pensionplan.	1 January 2008	The Group does have a defined benefit pension plan and as such this interpretation may have an impact on the Group's financial report. The Group has not yet determined the extent oftheimpact,ifany.	1 July 2008

*designates the beginning of the applicable annual reporting period

(c) Summary of significant accounting policies

(i)

Basis of consolidation

The consolidated financial statements comprise the financial statements of Rox Resources Limited and its subsidiaries as at 30 June each year (the Group).

Subsidiaries are all those entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether a group controls another entity.

The financial statements if the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra-group transactions have been eliminated in full.

Subsidiaries are fully consolidated from the date on which control is obtained by the Group and cease to be consolidated from the dare on which control is transferred out of the Group.

The acquisition of subsidiaries is accounted for using the purchase method of accounting. The purchase method of accounting involves allocating the cost of the business combination to the fair value of the assets acquired and the liabilities and contingent liabilities assumed at the date of acquisition.

Minority interests not held by the Group are allocated their share of net profit after tax in the income statement and are presented within equity in the consolidated balance sheet, separately from parent shareholders’ equity.

(ii) Significant Accounting Judgements, Estimates and Assumptions Significant accounting judgements

In the process of applying the Company’s accounting policies management has made the following significant accounting judgements that have affected the financial statements.

Exploration and Evaluation

The Company’s accounting policy for exploration and evaluation is set out below. The application of this policy necessarily requires management to make certain estimates and assumptions as to future events and circumstances, in particular, the assessment of whether economic quantities of reserves have been found. Any such estimates and assumptions may change as new information becomes available. If, after having capitalised expenditure under our policy, we conclude that we are unlikely to recover the expenditure by future exploitation or sale, then the relevant capitalised amount will be written off to the Income Statement.

(iii) Cash and cash equivalents

Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and shortterm deposits with an original maturity of three months or less.

For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

(iv) Deferred exploration and evaluation expenditure

Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried to the extent that the Company’s right of tenure to that area of interest are current and that the costs are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made. Costs incurred on areas where rights of tenure are not yet granted are written off as incurred.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward cost in relation to that area of interest.

(v) Trade and other payables

Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(vi) Issued capital

Ordinary share capital is recognised at the fair value of the consideration received by the Company.

Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction, net of tax, of the share proceeds received.

(vii) Income tax

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and laws used to compute the amount are those that are enacted or substantially enacted by the balance sheet date.

Deferred income tax is provided on all temporary difference at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences:

except where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
in respect of taxable temporary differences associated with investments in subsidiaries, associates and interest in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will beavailable against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised:

except where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
in respect of deductible temporary differences associated with investments in subsidiaries, associates and interest in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

Income taxes relating to items recognised directly in equity are recognised in equity and not in the

income statement.

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the preferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(viii) Trade and other receivables

Trade receivables generally have 30 day terms and are recognised and carried at original invoice amount less a provision for any uncollectible debts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off when identified.

(ix) Plant and equipment

All classes of plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.

Depreciation

Depreciation is provided on a straight-line basis on all plant and equipment. Major depreciation periods are:

periods are:
	2007	2006
Computers	3 years	3 years
Office Equipment	10 years	10 years
Vehicles	10 years	10 years

Impairment

The carrying values of plant and equipment are reviewed for impairment at each balance date, with recoverable amount being estimated when events or changes in circumstances indicate the carrying value may not be recoverable.

For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs, unless the asset’s value in use can be estimated to be close to its fair value.

An impairment exists when the carrying values of an asset or cash generating unit exceeds its estimated recoverable amount. The asset or cash-generating unit is then written down to its recoverable amount.

The recoverable amount of plant and equipment is the greater of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

Derecognition

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset.

Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the income statement in the period the item is derecognised.

(x) Employee benefits

Provision is made for the employee benefits accumulated as a result of employees rendering services up to the reporting date. These benefits include wages and salaries, annual leave, sick leave and long service leave.

Liabilities arising in respect of wages and salaries, annual leave, sick leave and other employee benefits expected to be settled within 12 months of the reporting date are measured at the nominal amounts based on remuneration rates which are expected to be paid when the liability is settled. All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date. In determining the present value of future cash outflows, the market yield as at the reporting date on national government bonds, which have terms to maturity approximating the terms of the related liability, are used.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(xi) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the entity and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

Interest

Revenue is recognised as the interest accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument) to the net carrying amount of the financial asset.

(xii) Leases

Leases are classified at the inception as either operating or finance leases, based on the economic substance of the agreement so as to reflect the risks and benefits incidental to ownership.

Operating leases

The minimum lease payments of operating leases, where the lessor effectively retains substantially all of the risks and benefits of ownership of the leased item, are recognised as an expense on a straight-line basis.

Contingent rentals are recognised as an expense in the financial year in which they are incurred.

(xiii) Impairment of assets

At each reporting date, the Company assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Company makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount.

Recoverable amount is the greater of fair value less costs to sell and value in use. It is determined for an individual asset, unless the asset’s value in use cannot be estimated to be close to its fair value less costs to sell and it does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre tax discount rate that reflects current market assessments of the time value of money and the risk specific to the asset.

Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset.

An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

(xiv) Goods and service tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST except:

where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Balance Sheet.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Cash flows are included in the Cash Flow Statement on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

(xv) Earnings per share
(i) Basic Earnings Per Share – Basic earnings per share is determined by dividing the profit from ordinary activities after related income tax expense by the weighted average number of ordinary shares outstanding during the financial year.
(ii) Diluted Earnings Per Share – Diluted EPS is calculated as net profit attributable to members, adjusted for:
- costs of servicing equity (other than dividends);
- the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and
- other discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares;

divided by the weighted average of ordinary shares and dilutive potential ordinary shares adjusted for any bonus element.

(xvi) Share based payment transactions

The Company provides benefits to employees (including directors) of the Company in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (‘equity-settled transactions’).

The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted.

In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Rox Resources Limited (‘market conditions’).

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (‘vesting date’).

The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the number of awards that, in the opinion of the directors of the Company, will ultimately vest. This opinion is formed based on the best available information at balance date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition.

Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transactions a result of the modification, as measured at the date of modification.

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were modification of the original award, as described in the previous paragraph.

The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(xvii) Foreign currency

The functional currency of the Company is measured using the currency of the primary economic environment in which it operates, being Australia. The financial statements are presented in Australian dollars.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year end exchange rate.

(xviii) Available-for-sale investments

Available-for-sale investments are those non-derivative financial assets that are designated as availablefor-sale. After initial recognition available-for-sale investments are measured at fair value with gains or losses being recognised as a separate component of equity until the investment is derecognised or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is recognised in profit or loss.

The fair value of investments that are actively traded in organised financial markets are determined by reference to quoted market bid prices at the close of business on the balance sheet date. For investments with no active market, fair values are determined using valuation techniques. Such techniques include: using recent arm’s length market transactions; reference to the current market value of another instrument that is substantially the same; discounted cash flow analysis and option pricing models making as much use of available and supportable market data as possible and keeping judgemental inputs to a minimum.

NOTE 2 SEGMENT INFORMATION

The Company operates as a mineral exploration company in Western Australia, South Africa and Laos and these are the primary segments for reporting purposes.

Consolidated & Company

	Australia (ii)	Australia (ii)	South Africa (iii)	South Africa (iii)	Laos	Laos	Total	Total
	2007	2006	2007	2006	2007	2006	2007	2006
Revenue Interest revenue (Unallocated)	-	-	-	-	-	-	263,918	88,610

Segment result	(1,134,232)	(762,790)	(57,882)	(518,835)	(2,128,876)	(1,061,624)	(3,320,990)	(2,343,249)
Depreciation	(19,670)	(7,380)	-	-	-	-	(19,670)	(7,380)
Other segment information
Segment assets	4,278,598	5,492,621	261,278	266,278	32,343	-	4,572,219	5,758,899
Capital expense	71,583	3,263	-	-	-	-	71,583	3,263
Segment liabilities	(93,223)	(1,064,101)	(18,500)	(1,600)	(167,338)	(126,358)	(279,061)	(1,192,059)
Non-cash transactions (i)	-	-	-	266,278	198,450	-	198,450	266,278

(i) The non-cash transactions relates to the acquisition of, and interests in, exploration assets. See note 9 for details of non-cash transactions.

(ii) Refer to note 4 for details of discontinued operations in Australia and South Africa in relation to the sale of the Menzies Gold and South African Diamond projects, respectively. The Company Continues to operate its head office and will continue exploration activities in Australia as disclosed in Note 22 Subsequent Events.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 3 REVENUE AND EXPENSES FROM CONTINUING OPERATIONS Notes (a) Revenue and other incomefrom non-operating activities Bank interest received Other Income (b) Depreciation (c) Other expenses from ordinary activities Corporate expenses Occupancy and related expenses Exploration expenditure expensed during the period Other (d) Employee benefits expense Salaries and wages Superannuation Share based payments	Consolidated & Company 2007 ($) 263,918 29,997	Consolidated & Company 2006 ($) 88,610 - 86,610 7,380 369,767 102,368 1,194,287 -
	293,915 19,670 427,239 141,511 2,160,214 25,356 2,754,320 469,407 27,744 313,525 810,676 3,564,996
		1,666,422 353,910 17,975 -
		371,885
		2,038,307

NOTE 4 DISCONTINUED OPERATIONS

On 11 August 2006, the company completed the sale of the Menzies gold project.

In addition to the sale of the Menzies gold project in Western Australia, the company reached agreement for the sale of its South African diamond projects on the 15 August 2006.

The sale of the two geographically diverse projects was undertaken to enable the company to concentrate on its Pha Luang lead-zinc project in Laos.

The disposal of the South African diamond projects is expected to be completed in the second half of 2007 and as at 30 June 2007 arrangements were being put in place to meet a number of preconditions to the sale. As at 30 June 2007 the South African diamond projects were classified as a disposal group held for sale.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 4 DISCONTINUED OPERATIONS (cont’d)

The results of the discontinued operations for the period until disposal are presented below:

Revenue Expenses Gross profit (loss) Gain from sale of non current assets Profit(Loss) before tax from discontinued operations Related income tax Profit(Loss) for the year from discontinued operations	Consolidated & Company 2007 $ Consolidated & Company 2006 $	Consolidated & Company 2007 $ Consolidated & Company 2006 $
	Menzies Gold South Africa Diamonds Total - - - - (57,882) (57,882)	Menzies Gold South Africa Diamonds Total - - - - (518,835) (386,172)
	- (57,882) (57,882) 72,643 - 72,643	- (518,835) (386,172) - - -
	72,643 (57,882) 14,761 - - -	- (518,835) (386,172) - - -
	72,643 (57,882) 14,761	- (518,835) (386,172)

The major classes of assets and liabilities of the South African diamond projects at 30 June 2007 are as follows:

Assets Other- capitalised exploration expenditure Liabilities Trade creditors and payables Net assets attributable to discontinued operations The net cash flows of the South African diamond projects are as follows: Operating activities Investing activities Finance activities Net cash outflows	Consolidated & Company 2007 $ 261,278 (18,500)
	242,778
	(40,982) - - (40,982)

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 4 DISCONTINUED OPERATIONS (cont’d)

Details of the disposal of the Menzies project are as follows:

Assets			Consolidated
			& Company
			2007
			$
Plant and equipment			4,419
Other- capitalised exploration expenditure			1,072,938
Total assets			1,077,357
Net assets attributable to discontinued operations			1,077,357
Consideration received or receivable:
Cash			555,000
Available for sale investments			600,000
Total disposal consideration			1,150,000
Less net assets disposed of			(1,077,357)
Gain on disposal before income tax			72,643
Income tax expense			-
Gain on disposal after income tax			72,643
Net cash inflow on disposal
Cash			555,000
Less cash and cash equivalents balance	disposed of		-
Reflected in the cash flow statement			555,000
	Consolidated	Consolidated
	& Company	& Company
	2007	2006
	$	$
Earnings per share (cents per share)
Basic from discontinued operations	0.03	(1.3)
Diluted from discontinued operations	0.03	(1.3)

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 5 INCOME TAX The major components of income tax expenses are: Income Statement Current Income Tax Current income tax charge/Benefit Deferred Income Tax Relating to origination and reversal of temporary differences Over provision of prior year Deferred income tax charge not recognised Income tax expense reported in the income statement	Consolidated & Company 2007 $ - - - -	Consolidated & Company 2006 $ - - - -
		-

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

NOTE	5	INCOME TAX (cont’d)	Notes	Consolidated	Consolidated
				& Company	& Company
				2007	2006
				($)	($)

A reconciliation between tax expense and the product of accounting profit before income tax multiplied by	A reconciliation between tax expense and the product of accounting profit before income tax multiplied by	A reconciliation between tax expense and the product of accounting profit before income tax multiplied by
the Company’s applicable income tax rate is as follows:
Accounting loss before tax from continuing
operations	(3,290,751)	(2,343,249)
Profit before tax from discontinued operations	14,761	-
Accounting loss before income tax	(3,275,990)	(2,343,249)
At the Company’s statutory income tax rate of	(982,797)	(702,975)
30%
Foreign exploration expenditure not deductible	665,429	474,138
Other non-deductible expenses	94,058	12,394
Over provision of prior year	-	-
Other	-	(6,026)
Deferred Taxes not brought to account	223,310	222,469
Income tax expense reported in the income	-	-
statement

Deferred income tax Deferred income tax at 30 June relates to the following: Deferred tax liabilities Prepayments Plant & equipment Exploration tenements Assets held for sale Deferred tax assets Accrued audit fees Share issue costs Provision for annual leave Revenue tax losses Deferred tax assets not brought to account as realisation is not probable Current year losses not recognised Deferred tax (income)/expense	BALANCE SHEET 2007 ($) 2006 ($) (1,347) (304) (548) (548) - (550,297) (78,383) - 3,000 3,000 53,467 96,866 7,514 4,658 868,778 961,156 (852,481) (514,531) - -	INCOME STATEMENT 2007 ($) 2006 ($) (1043) 44 - 378 550,297 - (78,383) - - (1,500) (43,399) (26,514) 2,856 (1,694) (92,378) (251,755) (337,950) 281,041 - - - -	INCOME STATEMENT 2007 ($) 2006 ($) (1043) 44 - 378 550,297 - (78,383) - - (1,500) (43,399) (26,514) 2,856 (1,694) (92,378) (251,755) (337,950) 281,041 - - - -
			44 378 - - (1,500) (26,514) (1,694) (251,755) 281,041 -
			-

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 5 INCOME TAX (cont’d)

Potential future income tax benefits attributable to tax losses carried forward have not been brought to account at 30 June 2007 because directors do not believe it is appropriate to regard realisation of the future tax benefit as probable. These benefits will only be obtained if:

(i) the Company derives future assessable income of a nature and of an amount sufficient to enable the benefit from the losses and deductions to be released;
(ii) the Company continues to comply with the conditions for deductibility imposed by the law; and
(iii) no changes in tax legislation adversely affect the Company in realising the benefit from the deductions for the losses.

NOTE 6 DIRECTOR AND EXECUTIVE DISCLOSURES

(a) Details of Key Management Personnel

Jeffrey Gresham Non-executive Chairman ( appointed 1 October 2006) Alistair Cowden Non-executive Chairman ( appointed 27 November 2003, resigned 1 October 2006) Ian Mulholland Managing Director ( appointed 27 November 2003) Michael Blakiston Non-executive Director ( appointed 27 November 2003) Brett Dickson Company Secretary ( appointed 27 November 2003)

(b) Compensation of Key Management Personnel by Category

Short Term Post Employment Share-Based Payments	Consolidated & Company 2006 $ 316,850 96,336 298,060 711,246	Consolidated & Company 2006 $ 330,980 29,863 -
		360,843

(c) Share holdings of Key Management Personnel

Ordinary shares issued by Rox Resources Limited 2007

J Gresham M Blakiston I Mulholland A Cowden1 B Dickson	Balance at 30 June 2006 Granted as Remuneration Purchased Net Change Other Balance at 30 June 2007 - - 20,000 - 20,000 1,197,857 - - - 1,197,857 1,400,000 - - - 1,400,000 2,620,000 - - - 2,260,000 1,505,000 - - 207,279 1,712,279
	6,722,857 - 20,000 207,279 6,590,136

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 6 DIRECTOR AND EXECUTIVE DISCLOSURES (cont’d)

Ordinary shares issued by Rox Resources Limited 2006

Balance at 1 July 2005 Granted as Remuneration Purchased M Blakiston 1,197,857 - - I Mulholland 1,400,000 - - A Cowden 2,570,000 - 50,000 B Dickson 1,505,000 - -	Net Change Other Balance at 30 June 2006 - 1,197,857 - 1,400,000 - 2,620,000 - 1,505,000
6,672,857 - 50,000	- 6,722,857

(d) Options holdings of Key Management Personnel

Options issued by Rox Resources Limited 2007

J Gresham M Blakiston I Mulholland A Cowden1 B Dickson	Balance at 1 July 2006 Granted as Remuneration Options Exercised Net Change Other Balance at 30 June 2007 - 1,000,000 - - 1,000,000 1,000,000 - - - 1,000,000 3,000,000 - - - 3,000,000 1,250,000 - - - 1,250,000 750,000 600,000 (750,000) - 600,000
	6,000,000 1,600,000 (750,000) - 6,850,000

Options issued by Rox Resources Limited 2006

J Gresham M Blakiston I Mulholland A Cowden B Dickson	Balance at 1 July 2005 Granted as Remuneration Options Exercised Net Change Other Balance at 30 June 2006 - - - - - 1,000,000 - - - 1,000,000 3,000,000 - - - 3,000,000 1,250,000 - - - 1,250,000 750,000 - - - 750,000
	6,000,000 - - - 6,000,000

All options exercised during the year were exercised at $0.20 each and nothing remains unpaid on the shares issued as a result of the exercise of the options.

All options held by directors are fully vested and may be exercised any time until expiry. Options granted to Mr Dickson during the year are exercisable in three equal transactions; the first after 1 April 2007, the second after 1 April 2008 and the third after 1 April 2009.

Share and option holdings shown at 30 June 2007 for A Cowden represent his holding at the time of his resignation as a director on 30 September 2006.
(f) Other director related transactions
The Company leased office facilities from Vulcan Resources Limited, a company which Dr Cowden and Mr Blakiston were common directors. During the financial period an amount of $19,500 was paid for those facilities.

The above transaction was entered into on normal commercial terms

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 7 AUDITOR’S REMUNERATION Notes Remuneration of the auditor of the Company, Ernst & Young (Australia) for: Auditing and reviewing the financial report Taxation services NOTE 8 LOSS PER SHARE The following reflects the income and share data used in the calculation of basic and diluted earnings per share Net loss Adjustments: - Nil - Earnings used in calculating basic and diluted earnings per share Weighted average number of ordinary shares used in calculating basic earnings per share Effective of dilutive securities: - Share options (i) Adjusted weighted average number of ordinary shares used in calculating diluted earnings per share	Consolidated & Company 2007 ($) 26,059 13,766 39,825 (3,275,990) - (3,275,990) 56,687,159 - 56,687,159	Consolidated & Company 2006 ($) 31,725 7,947
		39,672
		(2,343,249) -
		(2,343,249)
		38,662,438
		-
		38,662,438

(i) Share options are not dilutive as their exercise would have the impact of decreasing loss per share.

There were a total of 10,300,000 share options on issue at 30 June 2007.

Conversion, calls, subscriptions or issues after 30 June 2007

Since the end of the financial year no ordinary shares have been issued pursuant to the exercise of options.

There have been no other conversions to, calls of, or subscriptions for ordinary shares or issues of potential ordinary shares since the reporting date and before the completion of this financial report.

NOTE 9 CASH AND CASH EQUIVALENTS

(a) Cash and cash equivalents 3,855,029 4,294,432

Cash at bank earns interest at floating rates based on daily deposit rates

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 9
CASH AND CASH EQUIVALENTS (cont’d)
Notes
Consolidated
& Company
2007
($)
(b) Reconciliation of net loss after income tax to net
cash flow from operations:
Net loss after Income Tax
3,275,990
Adjustments for non-cash expense items
-
Depreciation
(19,670)
-
Provision for employee benefits
(313,525)
- Issue of shares for project
(198,450)
-
Loss on sale of investments
(25,356)
-
Profit on sale of project
72,643
Changes in assets and liabilities
-
Increase (decrease) in prepayments
3,477
-
Increase in capitalised exploration
-
-
Increase in provisions
(9,521)
-
Increase in receivables
(7,261)
-
Increase in payables
(77,481)
Cash out-flow from operations
2,700,846

Consolidated
& Company
2006
($)
2,343,249
(7,380)
(5,645)
-
-
-
(146)
14,610
-
7,442
(87,442)
2,264,688

During the 2007 year the Company issued 350,000 fully paid ordinary shares and 350,000 options exercisable at 20 cents by 30 April 2007 as part consideration for the purchase of the Pha Luang project. During the 2006 year the Company issued 770,000 fully paid ordinary shares and 4,000,000 options exercisable at 20 cents by 30 June 2007 to purchase mineral tenements. Further information is provided in notes 16 and 17. There were no other non cash financing and investing activities during the year.

(d) The Company does not have any credit standby arrangements, used or unused loan facilities.

NOTE 10 TRADE AND OTHER RECEIVABLES

Trade Debtors 181 7,442

Terms and Conditions

Trade debtors are non-interest bearing and generally on 30 day terms.

NOTE 11 NON-CURRENT ASSETS -AVAILABLE FOR SALE ASSETS

FOR SALE ASSETS
At fair value
Shares – listed	255,000	-

Available for sale investments consists of investments in ordinary shares, and therefore have no fixed maturity date or coupon rate.

(a) Listed shares

The fair value of listed available for sale investments has been determined directly by reference to published price quotations in an active market.

There are no individually material investments.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 12 PLANT AND EQUIPMENT Notes Equipment at cost Accumulated depreciation 11(a) (a) Movements in plant and equipment - At 1 July, net of accumulated depreciation - Additions - Disposals - Depreciation At 30 June, net of accumulated depreciation NOTE 13 OTHER FINANCIAL ASSETS Security deposits	Consolidated & Company 2007 ($) 87,766 (27,977) 59,789 12,295 71,583 (4,419) (19,670) 59,789 136,452	Consolidated & Company 2006 ($) 26,748 (14,453)
		12,295
		16,412 3,263 - (7,380)
		12,295
		104,500

Cash security deposits have been placed with the Company’s bank to secure guarantees required to be put in place to cover environmental bonds placed with the Western Australia Department of Industry and Resources. The deposits are interest bearing with interest maturing each 180 days.

NOTE 14 EXPLORATION AND EVALUATION

Exploration expenditure Areas of interest in exploration and evaluation phases Balance at beginning of period Acquired during the year Project disposed during the year Expenditure incurred during the period Expenditure reimbursement Transfer to assets of disposal group held for sale (note 4)	1,339,216 - (1,077,938) - - (261,278) -	1,057,347 266,278 - 65,591 (50,000) -
		1,339,216

Ultimate recoupment of exploration and evaluation expenditure carried forward is dependent on successful development and commercial exploitation or, alternatively, sale of the respective areas.

NOTE 15 TRADE AND OTHER PAYABLES

NOTE 15 TRADE AND OTHER PAYABLES
Trade creditors and accruals (a) Advance payments for share subscription	235,515 - 235,515	176,534 1,000,000
		1,176,534

(a) Terms and Conditions

Creditors, including related parties, are non-interest bearing and generally on 30 day terms.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 16 PROVISIONS Notes Employee benefits 16(a) (a) Movements in Employee Benefits At 1 July Additions At 30 June NOTE 17 CONTRIBUTED EQUITY AND RESERVES (i) Contributed Equity (a) Issued and paid up capital Ordinary shares fully paid (b) Movement in shares on issue Issued and paid up capital – Ordinary shares fully paid Ordinary shares at beginning of period – 49,442,000 Issue of 10,000,000 shares at $0.10 per share (net of issue costs) Issue of 770,000 shares at $0.185 to purchase mineral tenements Issue of 6,400,000 shares at $0.45 per share (net of issue costs) Issue of 6,933,333 shares at $0.35 per share (net of issue costs) Exercise of 1,150,000 options at $0.20 each Issue of 350,000 shares to purchase mineral tenement At reporting date: 56,875,333 ordinary shares	Consolidated & Company 2007 ($) 25,046 15,525 9,521 25,046 10,896,360 8,439,777 - - - 2,093,583 230,000 133,000 10,896,360	Consolidated & Company 2006 ($) 15,525 9,880 5,645 15,525 8,439,777 - 4,626,327 935,000 142,450 2,736,000 - - - 8,439,777

Effective 1 July 1998, the corporations legislation in place abolished the concepts of authorised capital and par value shares. Accordingly the Company does not have authorised capital nor par value in respect of its issued shares.

(c) Share Options

During the year Mr Gresham, non-executive Chairman, and Mr Dickson, Company Secretary, were issued with 1,000,000 and 600,000 options respectively exercisable at $0.35 as part of their long term performance incentive. Refer to note 6 for further information. In addition 950,000 options exercisable at $0.35 were issued to staff as part of their performance incentive.

During the year 350,000 options exercisable at $0.20 and which expire on 30 April 2007 were issued as part consideration for the purchase of the Pha Luang project.

During the year 1,150,000 options exercisable at $0.20 were exercised.

No other options were issued during the year and no other options have been exercised up to the date of this financial report. During the year 4,000,000 options exercisable at $0.20 lapsed.

At the end of the financial year there were 10,300,000 (2006: 10,050,000) unissued ordinary shares in respect of which options were outstanding.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

Notes Consolidated Consolidated & Company & Company 2007 2006 NOTE 17 CONTRIBUTED EQUITY AND RESERVES ($) ($) (cont’d)

(d) Terms and Conditions of Contributed Equity

Ordinary shares have the right to receive dividends as declared and, in the event of winding up the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held.

Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting on the Company.

(ii) Reserves

Reserves (a) Share Option Reserve Movements Balance at beginning of year Options issued - project acquisition - staff - capital raising Balance at end of year (b) Unrealised Gain/Loss Reserve Movements Balance at beginning of year Loss on available for sale investments Balance at end of year	669,553 123,828 65,450 313,525 211,750 714,553 - (45,000)	123,828
		- 123,828 - -
		123,828 - -
	(45,000)	-

Nature and Purpose of Reserves

Share Option Reserve

This reserve is used to record the value of equity benefits provided to employees and unrelated parties for services and the acquisition of mineral exploration projects.

Unrealised Gain/(Loss) Reserve

This reserve is used to record the unrealised gains and losses on available for sale investments.

NOTE 18 SHARE BASED PAYMENTS

A. Directors and Employees

(i) Employee Share Incentive Scheme

An Employee Share Scheme (ESS) has been established where Rox Resources Limited may, at the discretion of directors, grant options over the ordinary shares of Rox Resources Limited to directors, executives and employees of the Company. The plan is designed to provide long-term incentives for employees and to deliver long term shareholder returns. Participation in the plan is at the Board’s discretion and no individual has a contractual right to participate in the plan or to receive guaranteed benefits. In addition, under the Plan, the Board determines the terms of the options including exercise price, expiry date and vesting conditions, if any.

Options granted under the plan are unlisted and carry no dividend or voting rights. When exercised, each option is convertible into an ordinary share of the company with full dividend and voting rights.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 18 SHARE BASED PAYMENTS (cont’d)

Set out below are summaries of options granted under the plan .

Grant Date Expiry Date Exercise Price (cents) Value per option at grant date (cents)	Balance of the start of the year Number Granted during the year Number	Exercised during the year Number Forfeited during the year Number Balance at end of the year Number Vested and exercisable at end of the year Number
2007 27/04/04 30/04/07 20.0 - 750,000 - (750,000)1 - - - 27/04/04 30/04/07 20.0 - 50,000 - (50,000)2 - - - 27/11/06 30/11/09 35.0 20.6 - 600,000 - - 600,000 200,000 31/05/07 31/05/10 35.0 13.8 - 950,000 - - 950,000 475,000 800,000 1,560,000 (800,000) - 1,550,000 675,000 Weighted average exercise price $0.20 $0.35 $0.20 - $0.35 $0.35 1 The Rox Resources Limited share price at time of exercise was $0.25 2 The Rox Resources Limited share price at time of exercise was $0.34 Grant Date Expiry Date Exercise Price (cents) Value per option at grant date (cents) Balance of the start of the year Number Granted during the year Number Exercised during the year Number Forfeited during the year Number Balance at end of the year Number Vested and exercisable at end of the year Number	750,000 - 50,000 - - 600,000 - 950,000	(750,000)1 - - - (50,000)2 - - - - - 600,000 200,000 - - 950,000 475,000
2006 27/04/04 30/04/07 20.0 - 27/04/04 30/04/07 20.0 - Weighted average exercise price	750,000 - 450,000 -	- - 750,000 750,000 - (400,000) 50,000 50,000
	1,200,000 - $0.20	- (400,000) 800,000 800,000 - $0.20 $0.20 $0.20

The weighted average remaining contractual life of share options outstanding at the end of the year was 2.80 years (2006: 0.83 years).

Fair value of options granted

The weighted average fair value of the options granted during the year was 16.436 cents (2006: nil). The price was calculated by using the Binominal Option valuation methodology

Weighted average exercise price (cents)	35.0
Weighted average life of the option (years)	3.0
Weighted average underlying share price (cents)	34.0 - 39.5
Expected share price volatility	67% - 86%
Risk free interest rate	5.8% - 5.85%

Historical volatility has been the basis for determining expected share price volatility as it assumed that this is indicative of future trends, which may not eventuate.

The life of the options is based on historical exercise patterns, which may not eventuate in the future.

No other features of options granted were incorporated into the measurement of fair value

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 18 SHARE BASED PAYMENTS (cont’d)

(ii) Other Share Options

Directors have been granted options in prior periods on terms and conditions disclosed in the Company’s Prospectus dated 23 February 2004. In addition at the Company’s 2006 Annual general meeting shareholders approved the issue of a further 1,000,000 options to a director The following illustrates the options issued to directors other than through the ESS.

Grant Date Expiry Date Exercise Price (cents) Value per option at grant date (cents)	Balance of the start of the year Number Granted during the year Number	Exercised during the year Number Forfeited during the year Number Balance at end of the year Number Vested and exercisable at end of the year Number
2007 14/01/04 31/01/09 20.0 - 27/11/06 30/11/09 35.0 17.5 Weighted average exercise price Grant Date Expiry Date Exercise Price (cents) Value per option at grant date (cents)	5,250,000 - - 1,000,000	- - 5,250,000 5,250,000 - - 1,000,000 1,000,000
	5,250,000 1,000,000 $0.20 $0.35 Balance of the start of the year Number Granted during the year Number	- - 6,250,000 6,250,000 - - $0.224 $0.224 Exercised during the year Number Forfeited during the year Number Balance at end of the year Number Vested and exercisable at end of the year Number
2006 14/01/04 31/01/09 20.0 - Weighted average exercise price	5,250,000 - $0.20 -	- - 5,250,000 5,250,000 - - $0.20 $0.20

The weighted average remaining contractual life of share options outstanding at the end of the year was 1.72 years (2006: 2.59 years).

Fair value of options granted

The weighted average fair value of the options granted during the year was 17.5 cents (2006: nil). The price was calculated by using the Binominal Option valuation methodology

Weighted average exercise price (cents)	35.0
Weighted average life of the option (years)	3.0
Weighted average underlying share price (cents)	35.5
Expected share price volatility	67%
Risk free interest rate	5.8%

Historical volatility has been the basis for determining expected share price volatility as it assumed that this is indicative of future trends, which may not eventuate.

The life of the options is based on historical exercise patterns, which may not eventuate in the future.

No other features of options granted were incorporated into the measurement of fair value

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 18 SHARE BASED PAYMENTS (cont’d)

B. Unrelated Parties

Share options totalling 2,850,000 were granted to unrelated parties during the financial year as part consideration for the acquisition of projects in Laos (350,000) and as part consideration for a share placement (2,500,000). No other share options were issued during the year. The following table illustrates the number, exercise prices and movements in share options to unrelated parties during the year.

Set out below are summaries of options granted .

Grant		Expiry	Exercise	Value	Balance of	Granted	Exercised	Forfeited	Balance at	Vested and
Date		Date	Price	per	the start of	during	during the	during the	end of the	exercisable at
			(cents)	option at	the year	the year	year	year	year	end of the year
				grant date	Number	Number	Number	Number	Number	Number
				(cents)
2007
21/02/06		30/06/07	20.0	3.1	4,000,000	-	-	(4,000,000)	-	-4
27/04/04		30/04/07	20.0	18.7	-	350,000	(350,000)3	-	-	-
12/07/06		12/07/09	67.5	8.5	-	2,500,000	-	-	2,500,000	2,500,000
					4,000,000	2,850,000	(350,000)	(4,000,000)	2,500,000	2,500,000
Weighted		average exercise price			$0.20	$0.617	$0.20	$0.20	$0.675	$0.675
3	The Rox Resources Limited share price at time					of exercise was $0.25
Grant Date		Expiry Date	Exercise	Value	Balance of	Granted	Exercised	Forfeited	Balance at	Vested and
			Price	per	the start of	during	during the	during the	end of the	exercisable
			(cents)	option at	the year	the year	year	year	year	at
				grant date	Number	Number	Number	Number	Number	end of the year
				(cents)						Number
2006
21/02/06		30/06/07	20.0	3.1	-	-	-	-	4,000,000	-4
Weighted		average exercise price							$0.20

The weighted average remaining contractual life of share options outstanding at the end of the year was 2.03 years (2006: 1.0 years).

Vesting of these options is conditional on a number of milestones being reached in regard to mining tenements held in South Africa for diamond exploration which were not met.

Fair value of options granted

The weighted average fair value of the options granted during the year was 9.75 cents (2006: 3.1 cents). The price was calculated by using the Binominal Option valuation methodology.

	2007	2006
Weighted average exercise price (cents)	28.5–38.0	20.0
Weighted average life of the option (years)	0.3 - 3.0	1.38
Weighted average underlying share price (cents)	28.5 – 38.0	11.0
Expected share price volatility	67%-82%	96%
Risk free interest rate	5.8% - 8.85%	5.75%

Historical volatility has been the basis for determining expected share price volatility as it assumed that this is indicative of future trends, which may not eventuate.

The life of the options is based on historical exercise patterns, which may not eventuate in the future. No other features of options granted were incorporated into the measurement of fair value.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 19 ACCUMULATED LOSSES Notes Balance at beginning of year Net loss attributable to members of Rox Resources Limited Balance at end of year	Consolidated & Company 2007 ($) 3,996,765 3,275,990 7,272,755	Consolidated & Company 2006 ($) 1,653,516 2,343,249
		3,996,765

No dividends were paid during or since the financial year. The amount of franking credits available are nil (2006: nil)

NOTE 20 EXPENDITURE COMMITMENTS

The Company no longer has any commitments in this area.

NOTE 21 CONTINGENT LIABILITIES

Rehabilitation

The Company has placed mining bonds with the Western Australia Department of Industry and Resources totalling $109,602 to secure the Company’s obligation to complete rehabilitation on certain mining leases. These bonds will be released upon the completion of all rehabilitation requirements in regard to the mining tenements at Menzies or by the sale by the Company of the project. The exact cost of rehabilitation is not known at this stage but may equal the total of the bonds put in place. In addition the company has a bond of $26,850 in place to secure its office premises.

NOTE 22 EVENTS SUBSEQUENT TO REPORTING DATE

In addition the Company has received 750,000 shares in Paramount Mining Corporation Limited being consideration for the sale of an exploration tenement in South Africa.

NOTE 23 RELATED PARTY TRANSACTIONS

(a) Other Director Related Transactions

The Company leased office facilities from Vulcan Resources Limited, a company in which Dr Cowden and Mr Blakiston were common directors. During the financial period an amount of $26,000 was paid for those facilities. No amount is payable at year end.

Emerald Corporation Pty Ltd trading as Black Swan Consulting, a company in which Mr Blakiston is a shareholder and director, received fees totalling $4,000 for corporate advice. In addition Blakiston & Crabb, an entity of which Mr Blakiston is a partner, received fees totalling $21,136 for legal advice. No amount is payable at year end.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 23 RELATED PARTY TRANSACTIONS (cont’d)

Coolform Investments Pty Ltd, a company in which Mr Dickson is a director and shareholder, received fees totalling $120,000 for the provision of services. An amount of $10,000 is payable at year end.

The above transactions were entered into on normal commercial terms.

(b) Subsidiaries

The consolidated financial statements include the financial statements of Rox resources Limited and its subsidiaries listed in the following table.

		% Equity	Interest	Investment $	Investment $
Name	Country of Incorporation	2007	2006	2007	2006
Rox (laos) Pty Ltd	Australia	100	100	2	2

(c) Ultimate Parent

Rox Resources Limited is the ultimate Australian parent entity.

NOTE 24 FINANCIAL RISK MANAGEMENT AND OBJECTIVES

The Company’s principal financial instruments comprise cash and cash management funds. The purpose of these instruments is to provide finance for the Company’s exploration, administration and other operations. The Company has various other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its operations.

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 1 to the financial statements.

Interest Rate Risk

The Company’s exposure to the risk of changes in market interest rates relates primarily to the returns on its funds surplus cash which is invested on floating interest rates. At the current time the Company monitors its cash management accounts to ensure competitive market rates are paid.

Commodity Price Risk

The Company’s exposure to price risk is minimal.

Credit Risk

The Company trades only with recognised, creditworthy third parties. There are no significant concentrations of credit risk within the Company.

Liquidity Risk

The Company’s objective is to maintain a balance between continuing funding and flexibility through the use of resided capital.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 25 FINANCIAL INSTRUMENTS DISCLOSURE

(a) Interest Rate Risk

The Company’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets and liability, is as follows:

Financial Assets Cash Trade and Other Receivables Other Financial Assets Available-for-sale financial assets Total Financial Assets Financial Liabilities Payables Total Financial Liabilities	Consolidated & Company 2007 Floating Interest Rate Non Interest Bearing Total Weighted Average Interest Rate 3,808,016 47,013 3,855,029 6.1 - 181 181 - 109,602 26,850 136,452 4.9 - 255,000 - - 3,917,618 329,044 4,246,662 6.0 - 254,015 254,015 -
	- 254,015 254,015 -

Financial Assets Cash Trade and Other Receivables Other Financial Assets Total Financial Assets Financial Liabilities Payables Total Financial Liabilities	Consolidated & Company 2006 Floating Interest Rate Non Interest Bearing Total Weighted Average Interest Rate 4,292,907 1,525 4,294,432 5.3% - 7,442 7,442 - 104,500 - 104,500 4.9%
	4,397,407 8,967 4,406,374 5.3%
	- 1,176,534 1,176,534 -
	- 1,176,534 1,176,534 -

(b) Credit Risk

The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets is the carrying amount, net of any provisions for doubtful debts of those assets, as disclosed in the Balance Sheet and Notes to the Financial Statements. The Company does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered into by the Company.

(c) Net Fair Values

For financial assets and liabilities the net fair value approximates their carrying value because of their short term to maturity.

No financial assets and financial liabilities are readily traded on organised markets in standardised form.

DIRECTORS’ DECLARATION

==> picture [497 x 54] intentionally omitted <==

In accordance with a resolution of the Directors of Rox Resources Limited, I state that:

In the opinion of the Directors:
(a) The financial statements and notes of the Company are in accordance with the Corporations Act 2001, including:
- (i) giving a true and fair view of the Company’s financial position as at 30 June 2007 and its performance for the year ended on that date; and
- (ii) complying with Accounting Standards and Corporations Regulations 2001; and
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
This declaration is made after receiving the declarations required to be made to the directors in accordance with section 295A of the Corporations Act 2001 for the financial period ending 30 June 2007.

On behalf of the Board

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J Gresham Chairman Perth, 28 September 2007

INDEPENDENT AUDIT REPORT TO THE MEMBERS OF ROX RESOURCES LIMITED

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Independent auditor’s report to the members of Rox Resources Limited

We have audited the accompanying financial report of Rox Resources Limited, which comprises the balance sheet as at 30 June 2007, and the income statement, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

The company has disclosed information as required by paragraphs Aus 25.4 to Aus 25.7.2 of Accounting Standard 124 Related Party Disclosures (“remuneration disclosures”) , under the heading “Remuneration Report” on pages 22 to 26 f the directors’ report, as permitted by Corporations Regulation 2M.6.04.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with the Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 . This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 1 (b), the directors also state that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards. The directors are also responsible for the remuneration disclosures contained in the directors’ report.

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement and that the remuneration disclosures comply with Accounting Standard AASB 124 Related Party Disclosures .

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, we consider internal controls relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independence

In conducting our audit we have met the independence requirements of the Corporations Act 2001 . We have given to the directors of the company a written Auditor’s Independence Declaration, a copy of which is included in the directors’ report. In addition to our audit of the financial report and the remuneration disclosures, we were engaged to undertake the services disclosed in the notes to the financial statements. The provision of these services has not impaired our independence.

Liability limited by a scheme approved under Professional Standards Legislation.

INDEPENDENT AUDIT REPORT TO THE MEMBERS OF ROX RESOURCES LIMITED

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Auditor’s Opinion In our opinion:

the financial report of Rox Resources Limited is in accordance with the Corporations Act 2001 , including:
(i) giving a true and fair view of the financial position of Rox Resources Limited and the consolidated entity at 30 June 2007 and of their performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001 .
the consolidated financial statements and notes also comply with International Financial Reporting Standards as disclosed in Note 1(b).[.]
the remuneration disclosures that are contained on pages 22 to 26 of the directors’ report comply with Accounting Standard AASB 124 Related Party Disclosures .

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Ernst & Young

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V W Tidy Partner Perth 28 September 2007

SCHEDULE OF MINING TENEMENTS

Laos Projects

PROJECT	INTEREST	INTEREST HELD
Pha Luang	Sulphide lead & zinc & associatedminerals	Entitled to 60%
Nam Them	All minerals	Application for 100%

Australian Projects

PROJECT	INTEREST	INTEREST HELD
Lennard Shelf
E80/3627	All minerals	Option to earn 60%
E80/3628	All minerals	Option to earn 60%
E80/3629	All minerals	Option to earn 60%
E80/3630	All minerals	Option to earn 60%
E80/3631	All minerals	Option to earn 60%
E80/3632	All minerals	Option to earn 60%
E80/3633	All minerals	Option to earn 60%
E80/3634	All minerals	Option to earn 60%
E80/3635	All minerals	Option to earn 60%
E04/1421	All minerals excludingdiamonds	Option to earn 60%
E04/1422	All minerals excludingdiamonds	Option to earn 60%
E04/1423	All minerals excludingdiamonds	Option to earn 60%
E04/1506	All minerals excludingdiamonds	Option to earn 60%
E04/1508	All minerals excludingdiamonds	Option to earn 60%

South African Diamond Projects *

PROJECT	INTEREST	INTEREST HELD
Annex Klipfontein	Alluvial Diamonds	100%
Bulpan	Diamonds General	100%
Droogfontein	Diamonds General	100%
Langleg	Diamonds General	100%
Lendale	Diamonds General	100%
Pampoene Pan	Diamonds General	100%
Vlakfontein	Alluvial Diamonds	100%
Williamstown	Alluvial and Kimberlite Diamonds	100%
Zoutpansfontein	Diamonds General	100%
Zoutpansfontein South	Diamonds General	100%
Harrisdale	Option for Kimberlite Diamonds	100%

Note that the Company has reached agreement to sell these projects to Paramount Mining Corporation Limited

OTHER INFORMATION

The following information was applicable as at 24 September 2007.

1. Shareholding

(a) Distribution of Shareholders Number

Category (size of Holding)	Number
1 - 1,000	6
1,001 - 5,000	112
5,001 - 10,000	167
10,001 - 100,000	403
100,001 and over	87

(b) The number of shareholdings held in less than marketable parcel is forty six.
(c) Substantial Shareholder Notices have been provided by:

Name Ivernia Inc. (d) Top 20 shareholders Name 1 National Nominees Limited 2 Mr Hughes & Mr Munday (Deep Yellow Creds A/C) 3 Mr Robert Anthony Healy 4 RBC Dexia Investor Services Australia Nominees P/L 5 Howard Smith Invesments P/L 6 Mr Ian Robert Mulholland 7 Residuum Nominees Pty Ltd 8 Maji Investments Pty Ltd 9 Mr John Damian Kenny 10 Capital Pro International Inc 11 Ivernia Inc. 12 Mr Richard Fish <Fish Family A/C) 13 Dyspo Pty Ltd 14 Invia Custodian Pty Ltd 15 Jasforce Pty Ltd 16 Mr Brett Dickson 17 Berne No 132 Nominees Pty Ltd <76334 A/> 18 Rocky Beach Pty Ltd 19 Mr Robert Wesley Symons & Mrs Shirley Symons 20 Elphi Pty Ltd	Number of Shares 3,688,593 Number of Shares 2,876,692 2,000,000 1,570,000 1,443,879 1,293,000 1,200,000 1,197,857 1,150,000 1,131,545 1,126,167 1,096,862 1,054,000 900,000 885,000 885,000 750,000 706,400 700,000 690,000 650,579 23,306,981	% of Issued Share Capital 6.37 % of Issued Share Capital 4.97 3.46 2.71 2.49 2.23 2.07 2.07 1.99 1.96 1.95 1.90 1.82 1.56 1.53 1.53 1.30 1.22 1.21 1.19 1.12
		40.28

There is a total of 57,875,333 fully paid ordinary shares on issue, all of which are listed on the ASX. At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.

(e) Restricted Securities
There are no restricted securities

AI assistant

ROX RESOURCES LIMITED — Annual Report 2007

65741_rns_2007-09-30_a4b3148a-701a-470b-91d8-bd131c111e48.pdf

ROX RESOURCES LIMITED ABN 53 107 202 602

ANNUAL REPORT

CONTENTS

CORPORATE DIRECTORY

Directors:

Bankers:

Stock Exchange:

Issued Capital:

Investor Relations:

Auditor:

Solicitor:

Share Registry:

Principal & Registered Office:

HIGHLIGHTS

LAOS

AUSTRALIA

CORPORATE

CHAIRMAN’S REVIEW

Dear Shareholder,

INTRODUCTION

PHA LUANG ZINC-LEAD PROJECT, LAOS

EXPLORATION RESULTS

Prospect Identification

Geology & Structure

RC Drilling

Nam Yen

Pha Sod

PHA LUANG ZINC-LEAD PROJECT, LAOS

Geophysics

PHA LUANG ZINC-LEAD PROJECT, LAOS

Diamond Core Drilling

WORK PLANS

INTRODUCTION

PROJECTS

Oscar Range

Lawford

Barramundi

EXPLORATION PROGRAM

Oscar Range

Lawford

Barramundi

DIRECTORS’ REPORT

DIRECTORS

Names, Qualifications, Experience and Special Responsibilities

DIRECTORS’ REPORT

Mr Michael Blakiston (appointed Non-Executive Director 27/11/2003) - B.Juris. LLB

Dr Alistair Cowden (Non-Executive Chairman, retired 30/9/06) - B.Sc. (Hons), Ph.D, MAusIMM, MAIG

COMPANY SECRETARY AND CHIEF FINANCIAL OFFICER

Mr Brett Dickson - B.Bus, CPA

Interest in the Share and Options of the Company

DIRECTORS’ REPORT

LOSS PER SHARE

DIVIDENDS

CORPORATE INFORMATION

Corporate Structure

Nature of Operations and Principal Activities

Results from Operations

Employees

Review of Operations

DIRECTORS’ REPORT

SIGNIFICANT CHANGES IN STATE OF AFFAIRS

MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR

ENVIRONMENTAL ISSUES

LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS

DIRECTORS’ REPORT

REMUNERATION REPORT (AUDITED)

Remuneration Policy

Remuneration Committee

Remuneration Structure

Non-Executive Director Remuneration

Objective

DIRECTORS’ REPORT

Structure

Senior Manager and Executive Director Remuneration

Objective

Structure

DIRECTORS’ REPORT

ROX RESOURCES LIMITED Annual Report 2007