ROX RESOURCES LIMITED — Interim / Quarterly Report 2005

Oct 19, 2005

Ref: RRL0384L-BD/kw

20 October 2005

The Manager CAPS Office Australian Stock Exchange Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Sir

Due to an administrative oversight the first financial report for the half year ended 27 May 2004 was never lodged with ASX or ASIC. Rox Resources Limited applied for and received an extension of time to lodge that report. Accordingly, please find attached the Financial Report for the Half Year ended 27 May 2004.

Yours faithfully

BRETT DICKSON Company Secretary

ROX RESOURCES LIMITED ABN 53 107 202 602

REPORT FOR THE HALF-YEAR ENDED 27 MAY 2004

Contents

Half-Year Report	Page No.
Directors' Report	1
Financial Statements	2
Declaration by Directors	8
Independent Review Report	9

The information in this report that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Mr Ian Mulholland B.Sc (Hons), M.Sc., F.Aus.I.M.M., F.A.I.G. who is a full time employee of the Compaby and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Mr Ian Mulholland consents to the inclusion in the report of the matters based on the information in the form and context in which it appears.

ABN 53 107 202 602

DIRECTOR'S REPORT FOR THE HALF-YEAR ENDED 27 MAY 2004

Your directors submit the financial report of the Company for the half-year ended 27 May 2004. It should be noted that the Company was incorporated on 27 November 2003 and was dormant until early in 2004.

DIRECTORS

The names of the Company's directors in office during the financial period and until the date of this report are:

Dr Alistair Cowden Mr Michael Blakiston Mr Ian Mulholland

Directors have been in office since the start of the financial period to the date of the report unless otherwise stated.

REVIEW OF OPERATIONS

The loss for the half-year ended 27 May 2004 was \$63,769.

During the period the Company prepared for listing on the Australian Stock Exchange, which was effected on 27 April 2004 and commenced drilling at its Menzies gold project.

Signed in accordance with a resolution of the Directors.

i (und

A COWDEN Chairman

Perth, Western Australia Dated this 20^th day of October 2005

ABN 53 107 202 602

CONDENSED STATEMENT OF FINANCIAL PERFORMANCE FOR THE HALF-YEAR ENDED 27 MAY 2004

	Note	27 May 2004 $($ \$)
Revenues from ordinary activities	2	24,117
Depreciation and amortisation expense	2	(90)
Other expenses from ordinary activities	2	(87,796)
Loss from ordinary activities before income tax expense		(63,769)
Income tax relating to ordinary activities
Loss from ordinary activities after related income tax expense		(63,769)
Net Loss attributable to members		(63,769)
Total changes in equity other than those resulting from transactions with owners as
owners		(63,769)
Share Issue Costs		(388, 223)
Total changes in equity other than those resulting from transactions with owners as owners attributable to members of Rox
Resources Limited		(451,992)
Basic loss per share (cents per share)		(0.6)
Diluted loss per share (cents per share)		(0.6)

ABN 53 107 202 602

CONDENSED STATEMENT OF FINANCIAL POSITION AS AT 27 MAY 2004

	27 May 2004 \$
CURRENT ASSETS
Cash Assets	3,501,622
Receivables	225
Other
TOTAL CURRENT ASSETS	3,501,847
NON-CURRENT ASSETS
Other financial assets
Property, Plant & Equipment	4,188
Other - capitalised exploration expenditure	1,113,380
TOTAL NON-CURRENT ASSETS	1,117,568
TOTAL ASSETS	4,619,415
CURRENT LIABILITIES
Payables	54,521
Provisions	2,336
TOTAL CURRENT LIABILITIES	56,857
TOTAL LIABILITIES	56,857
NET ASSETS	4,562,558
EQUITY
Contributed equity	4,626,327
Accumulated losses	(63,769)
TOTAL EQUITY	4,562,558

$\mathcal{A}^{\mathrm{max}}$

ABN 53 107 202 602

CONDENSED STATEMENT OF CASH FLOWS FOR THE HALF-YEAR ENDED 27 MAY 2004

	27 May 2004 5
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees Interest received Payments for exploration	(65,041) 24,117
Net cash used in operating activities	(40, 924)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of mineral tenements	(579, 503)
Purchase of non-current assets	(4,278)
Net cash used in investing activities	(583,781)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from share issues	4,514,550
Cost of share issues	(388, 223)
Net cash provided by financing activities	4,126,327
Net increase (decrease) in cash held	3,501,622
Cash at 1 July
Cash at 27 May 2004	3,501,622

ABN 53 107 202 602

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 27 MAY 2004

NOTE 1: BASIS OF PREPARATION OF THE HALF-YEAR FINANCIAL REPORT

The half-year financial report does not include all notes of the type normally included within the annual financial report and therefore cannot be expected to provide as full an understanding of the financial performance, financial position and financing and investing activities of the Company as the full financial report.

It is recommended that the half-year financial report be considered together with the prospectus dated 23 February 2004 and any public announcements made by Rox Resources Limited during the half-year ended 27 May 2004 together with any public announcements made since 27 May 2004 in accordance with the continuous disclosure obligations arising under the Corporations Act 2001.

(a) Basis of accounting

The half-year financial report is a general-purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, applicable Accounting Standards including AASB 1029 "Interim Financial Reporting" and other mandatory professional reporting requirements (Urgent Issues Group Consensus Views).

The half-year financial report has been prepared in accordance with the historical cost convention.

For the purpose of preparing the half-year financial report, the half-year has been treated as a discrete reporting period.

(b) Changes in accounting policies

The accounting policies applied are consistent with the prospectus dated 23 February 2004.

(c) Comparatives

The Company was incorporated on 27 November 2003 and was dormant until early in 2004. The Company became a disclosing entity on 27 April 2004. Therefore, there is no prior period comparative information in the Statement of Financial Performance and Statement of Cash Flows.

27 May 2004 \$

NOTE 2: LOSS FROM ORDINARY ACTIVITIES

Loss from ordinary activities before income tax expense includes the following revenue and expenses whose discussion is relevant in explaining the financial performance of the entity:

(a) Revenues from ordinary activities Interest revenue

24,117

ABN 53 107 202 602

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 27 MAY 2004

NOTE 2: LOSS FROM ORDINARY ACTIVITIES (continued)

		27 May 2004 \$
(b)	Expenses
	Depreciation	90.
	Staff expenses	9,238
	Office operating	31,670
	Corporate expenses	40,932
	Exploration expenditure	5,956
		87,796

NOTE 3: CONTINGENT LIABILITIES

As at the date of this report there are no contingent liabilities.

NOTE 4: SEGMENT INFORMATION

The Company operates in only one segment being the exploration for minerals and only in one geographic area being Western Australia.

NOTE 5: EVENTS SUBSEQUENT TO BALANCE DATE

Since the end of the financial period a total of 10,119 metres of drilling was completed at Menzies (3,355 metres of RC and 6,764 metres of RAB), together with new resource estimations and pit optimisations of the five major deposits.

The company has discovered new gold mineralisation at Ballarat Menzies, and defined extensions to known deposits at Lady Shenton North, Lady Harriet South and Wedderburn (First Hit South).

Resource estimation using new drilling data increased the resource by 11% to 170,900 ounces contained gold, with 77% in the Measured and Indicated category. Pit optimisations of these new resources identified 24,000 ounces that could be profitably mined.

Rox also discovered the Acacia Ridge nickel laterite deposit west of Yunndaga, with high-grade nickel hits of 14 metres at 0.91% Ni, 0.17% Co and 15 metres at 0.76% Ni, 0.17% Co being recorded. This has the potential to be a significant deposit for Rox.

On 26 September 2005 Rox concluded due diligence on the Pha Luang lead-zinc project in Lao PDR and elected to proceed to acquire a 60% interest in the sulphide portion of the project from local Lao PDR company First Pacific Mining Lao Co. Ltd ("FPM"). Key commercial aspects of the agreement with FPM are:

• 1. Issue of two million Rox shares to FPM on election to proceed after the due diligence.
• Issue of three million Rox shares to FPM on definition of a JORC compliant resource of four million $2.$ tonnes grading better than 10% combined lead-zinc.
• Issue of nine million Rox shares to FPM on completion of a positive feasibility study. 3.
• Rox to free carry FPM to completion of a feasibility study, by funding all work to that point. 4.

NOTE 5: EVENTS SUBSEQUENT TO BALANCE DATE (continued)

On 1 March 2005 Rox entered diamond exploration in South Africa through an agreement with unlisted private South African company Nyala Resources (Pty) Limited to acquire a number of prospective alluvial diamond prospecting licences near Kimberley. The target tonnage on the projects is 20-40 million tonnes of alluvials.

Rox has also secured an option agreement over the kimberlite portion of the operating Cyrus alluvial mine, two option agreements over areas prospective for kimberlite hosted diamond deposits, and has made an application for a prospecting right on adjacent ground with known kimberlite.

The kimberlite projects are all located in the Barkly West district, some 30 km north-west of the diamond centre of Kimberley and cover prospecting or mining permits with an overall area of 96 km²:

Apart from the Cyrus mine there are several known kimberlites and other prospective vegetation and structural anomalies on the properties. Sampling of kimberlites by Rox has provided indicator mineral results confirming economic potential.

Rox has also signed Black Economic Empowerment (BEE) agreements with Lute Mining and Diamonds in respect of its kimberlite projects where applicable, and Marang Platinum (Pty) Ltd in respect of the alluvial projects.

No other matter or circumstance has arisen since the half year ended 27 May 2004 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 future financial years.

ABN 53 107 202 602

DECLARATION BY DIRECTORS

The directors of the Company declare that:

• 1. The accompanying financial statements and notes:
• comply with Accounting Standard AASB 1029 : Interim Financial Reporting and (a) the Corporations Regulations 2001; and
• give a true and fair view of the financial position of the company as at 27 May $(b)$ 2004, and its performance for the half-year ended on that date.
• 1. In the directors' opinion, 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 in accordance with a resolution of the Board of Directors.

Fair (und

A COWDEN Director

Perth, Western Australia Dated this 20^th day of October 2005

EL ENSTRY YOUNG

The Frast & Young Huilding 11 Vaunts Bay Road Pointh 1925 (400) Aostralia

id 61894292222 Fas: 61 8 9429 2436

CPO Bux M939 Penh WA 6643

Independent review report to the members of Rox Resources Limited

Scope

The financial report and directors' responsibility

The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial statements and the directors' declaration for Rox Resources Limited (the company), for the half year ended 27 May 2004.

The directors of the company are responsible for preparing a financial report that gives a true and fair view of the financial position and performance of the company, and that complies with Accounting Standard AASB 1029 "Interim Financial Reporting", in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report.

Review approach

We conducted an independent review of the financial report in order to make a statement about it to the members of the company, and in order for the company to lodge the financial report with the Australian Stock Exchange and the Australian Securities and Investments Commission.

Our review was conducted in accordance with Australian Auditing Standards applicable to review engagements, in order to state whether, on the basis of the procedures described, anything has come to our attention that would indicate that the financial report is not presented fairly in accordance with the Corporations Act 2001, Accounting Standard AASB 1029 "Interim Financial Reporting" and other mandatory financial reporting requirements in Australia, so as to present a view which is consistent with our understanding of the company's financial position, and of its performance as represented by the results of its operations and cash flows.

A review is limited primarily to inquiries of company personnel and analytical procedures applied to the financial data. These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance is less than given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

Independence

We are independent of the company, and have met the independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001. In addition to our review of the financial report, we were engaged to undertake other non-audit services. The provision of these services has not impaired our independence.

Statement

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the financial report of Rox Resources Limited is not in accordance with:

$(a)$ the Corporations Act 2001, including:

• giving a true and fair view of the financial position of the company as at 27 May 2004 and of its $(i)$ performance for the half year ended on that date; and
• complying with Accounting Standard AASB 1029 "Interim Financial Reporting" and the $(ii)$ Corporations Regulations 2001; and
• $(b)$ other mandatory financial reporting requirements in Australia.

Comment + Tong

Ernst & Young

$7.74$

V W Tidy Partner Perth 20^th October 2005