ROX RESOURCES LIMITED — Capital/Financing Update 2023

Apr 13, 2023

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14 April 2023

Rox Resources and Venus Metals complete due diligence

Rox Resources Limited (“ Rox ”) (ASX:RXL) and Venus Metals Corporation Limited (“ Venus ”) (ASX:VMC) are pleased to provide an update on the Youanmi Gold Project transaction.

As announced on 31 March 2023, Rox and Venus entered into a binding agreement to consolidate their respective ownership interests in the Youanmi Gold Project in Western Australia.

The transaction is subject to several conditions precedent, including satisfactory completion of mutual due diligence. Rox and Venus are pleased to confirm the parties have completed their mutual due diligence, and the results of that due diligence are satisfactory to each of Rox and Venus.

The transaction remains subject to a number of other conditions precedent, including (but not limited to) Rox and Venus shareholder approval, regulatory approvals and material third party consents, which Rox and Venus are now working to complete in accordance with the indicative timetable detailed below.

For further details on the transaction, please refer to Rox and Venus' ASX announcement dated 31 March 2023.

Indicative Transaction Timetable

Key Event	Date
Rox – Dispatch Notice of Meeting	May
Venus – Dispatch Notice of Meeting	May
Rox – General Meeting	Late June
Venus – General Meeting	Late June
Consideration shares to be issued to Venus	Early July
Record date for in-specie distribution	Early July
Venus to undertake in-specie distribution to Venus shareholders	Early July

The timetable above is indicative only and subject to change.

Authorised for release to the ASX by the Boards of Rox Resources Limited and Venus Metals Corporation Limited.

For more information

Rob Ryan Managing Director Rox Resources Limited Tel: +61 8 9226 0044 E: admin@roxresources.com.au

Matthew Hogan Managing Director Venus Metals Corporation Limited Tel: +61 8 9321 7541 E: info@venusmetals.com.au

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Forward ‐ Looking Statements

‐ This document may include forward looking statements which may be identified by words such as "could," "plan," "estimate," "expect," "intend," "may”, "potential," "should," and similar expressions are forward looking statements. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this announcement, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of Rox Resources Limited, Venus Metals Corporation Limited, and the respective Directors and management of those companies. These and other factors could cause actual results to differ materially from those expressed in any forward-looking statements, including but not limited to, the Transaction failing to complete. Rox Resources Limited and Venus Metals Corporation Limited have no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this announcement, except where required by law. Rox Resources Limited and Venus Metals Corporation Limited cannot and do not give assurances that the results, performance or achievements expressed or implied in the forward looking statements contained in this announcement will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

VENUS METALS CORPORATION LIMITED Unit 2/8 Alvan Street Subiaco, WA 6008 +61 8 9321 7541

ROX RESOURCES LIMITED Level 2, 87 Colin Street, West Perth WA 6005 +61 8 9226 0044

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