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ROX RESOURCES LIMITED Capital/Financing Update 2006

Aug 28, 2006

65741_rns_2006-08-28_1401cfcf-4a1a-404a-a48f-37662962f46b.pdf

Capital/Financing Update

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Email: [email protected]

29 August 2006

The Company is pleased to advise that ASX has granted a waiver from Listing Rule 7.3.2 in relation to issue of fully paid shares to Rox Resources Limited as announced by the Company on 28 August 2006.

The issue of 3,750,000 ordinary fully paid shares will be issued no later than 24 months after the general meeting, on the following conditions:

  • $1.$ The Notice states that 2,000,000 shares will be issued within a period (expected to be 6 months after the Meeting) as three more projects are granted by the South African Department of Minerals and Energy (the "Second Tranche");
  • $2.$ The Notice states that 1,750,000 shares will be issued within 24 months as project applications are granted by the South African Department of Minerals and Energy and ground access is secured (the "Third Tranche");
  • $31$ Release of waiver to the market:
  • $4.$ The Company's Annual Reports to disclose the shares that remain to be issued in the Second and Third Tranches.

GRANT J. MOONEY Company Secretary