ROX RESOURCES LIMITED — Interim / Quarterly Report 2005

Jan 24, 2006

Ouarterly Report

For the period ended 31 December 2005

HIGHLIGHTS

$T$ aos – Zinc

• Three additional prospects sampled with values up to $50.0%$ Zn, $19.5%$ Pb and 251 ppm Ag.
• RC drilling to commence in February 2006 testing several targets.
• New ground (527 km2) applied for to capture targets generated from regional remote sensing study.

South Africa - Diamonds

• Agreement with De Beers to acquire Zoutpansfontein and Langleg diamond-bearing kimberlites.
• RAB drilling at Vlakfontein alluvial prospect scheduled for February 2006.

Corporate Activity - Funding

$1,000,000 raised through the placement of 10,000,000 shares at $0.10 each to sophisticated and professional investor clients of Bell Potter Securities.

INTRODUCTION

During 2005, Rox added two new projects to its portfolio. In Laos, a joint-venture was formed with local Lao company, First Pacific Mining, to acquire a 60% interest in the sulphide portion of the Pha Luang lead-zinc-silver project. In South Africa, Rox acquired the interests of private South African company Nyala Resources and has added a number of kimberlite projects since.

Initial diamond drilling in Laos during 2005 produced encouraging results, with a best intercepts of 17.5 metres grading $18.5%$ zinc, 5.3% lead and 28 g/t silver; and 4.3 metres grading $45.9%$ zinc, 6.6% lead and 30 g/t silver. During the December quarter, preparations have been underway for an RC drilling campaign to further test several targets in February 2006.

During 2005 in South Africa, a portfolio of strong kimberlite projects was added to the alluvial projects owned by Nyala and bulk sampling of one of these was undertaken. An agreement with De Beers made during the December quarter gives Rox access to a highly prospective area, with two diamond-bearing kimberlites already known. Further evaluation of these kimberlite projects and drilling on the alluvial projects is planned for February 2006.

LAOS - ZINC

Geological mapping, sampling and prospecting work has been undertaken at the Nam Yen, Bon Noi and Pha Daeng prospects (Figure 1) in preparation for RC drilling during February 2006. This work has also resulted in the discovery of a number of new lead-zinc oxide outcrops (assays pending), and the confirmation of the prospectivity of additional known but previously unsampled oxide occurrences at Pha Sod and Pha Jom.

Pha Daeng

At the Pha Daeng prospect (Figure 1), a massive limestone breccia unit hosts oxide zinc and lead mineralisation in a coarse, crystalline matrix. Rock chip samples assayed up to 27.1% Zn, 3.25% Pb, and 251 ppm Ag. There are two oxide occurrences separated by about 300 metres, termed Pha Daeng "A" and "B". Best rock chip results are shown below.

Sample	$\mathbf{Zn} %$	$Pb%$	Ag ppm
PDA-03	27.1	1.23	251
$PDA-04$	20.5	0.10	53
PDB-01	14.2	0.23	э
PDB-03	15.1	3.25	15

Pha Sod and Pha Jom

Sampling of the Pha Sod 1 (PS1) and Pha Jom 1 (PJ1) oxide outcrops (Figure 1) also returned high-grade assays. These deposits are located 2-3km north-west from Bon Noi, and represent a new area of mineralisation not previously mapped or sampled. Initial sampling results returned values up to 50% Zn, 19.5% Pb and 166 ppm Ag.

Sample	$\mathbf{Zn} %$	$Pb%$	Ag ppm
PS1-01	50.0	4.36	48
PS1-02	34.5	13.1	82
PS1-03	30.1	19.5	166
PS1-04	8.12	1.48	34
PI1-01	11.3	18.7	140

The Pha Jom 1 oxide deposit is mostly comprised of lead-zinc oxide/carbonate mineralisation, but it also contains lead sulphide mineralisation (galena) of a very similar style to that found at Nam Yen.

At Pha Sod 1 outcropping zinc and lead carbonate is found. Dip appears steep along the hillside, and further mapping and sampling will be required. The oxide outcrops at Pha Sod 2-5 remain to be sampled.

Remote Sensing and New Pegging

A remote sensing study was undertaken by Remote Sensing and Geological Services and covered the Pha Luang Mining Concession area, plus the surrounding region for about 25 km. Four distinct units of carbonate rocks occur in the region, which have the potential to host lead-zinc mineralisation. The oxide deposits at Pha Luang lie within one of these carbonate units and show correlation with well-developed east-trending and north-trending structures.

Analysis of Aster satellite imagery shows a very strong clay alteration zone covering the Pha Luang-Bon Noi-Nam Yen area, which is an area of known strong surface mineralisation. A second area of strong clay alteration is seen covering the Pha Sod-Pha Jom area.

As a result of this work two new exploration areas covering 527km2 have been applied for, though there is no certainty the application will be successful.

Figure 1: Pha Luang Project - Prospect Locations

Figure 2: Pha Luang area showing new pegging

SOUTH AFRICA - DIAMONDS

Cyrus Kimberlite Project

As reported on 21 December 2005, approximately 1,900 tonnes were treated from five pits across the main Cyrus kimberlite pipe. A total of 19.65 carats from 30 diamonds were recovered giving an overall grade of 1.04 cpht and an average stone size of 0.65 carat. Independent valuation by the South African Diamond Board's Government Diamond Valuer vielded an average price of US$90/carat. The largest individual diamond recovered was 4.3 carats.

The bulk sample was processed through a rotary pan plant, owned and operated by a local contractor. The concentrate was passed over a grease table twice and then through an X-ray flow sort machine. Density tracers were also inserted at regular intervals into the treatment plant to test rotary pan efficiency and 99% recovery rate was achieved.

While the results indicate that Cyrus may be uneconomic, there are other kimberlites within the diamond-bearing cluster on the Cyrus property that warrant further exploration.

Zoutpansfontein and Langleg Kimberlite Projects

A data licensing agreement was signed with De Beers which allows Rox to acquire an exclusive licence to use De Beers exploration data over a 38 square kilometre area near Kimberley over which Rox will have tenure. Once fully evaluated, the data can also be used to acquire further tenements in the area.

The Zoutpansfontein project area hosts a 2-5 hectare kimberlite pipe with a fissure extension and a number of unresolved magnetic anomalies. The pipe is rich in diamond-indicator (G10) garnets and has produced micro-diamonds from drill sampling, but no bulk sampling has been undertaken.

The Langleg project area hosts an 800 metre long, 10-15 metre wide, diamond-bearing kimberlite dyke, that apart from limited drilling for micro-diamond analysis has not been fully evaluated or bulk sampled.

All areas under consideration have been covered by an airborne magnetic survey at 250 metre line spacing and a helicopter-borne EM survey at 125 metre line spacing.

The area covered by the agreement (Zoutpansfontein, Langleg and Droogfontein) has a number of unresolved geophysical targets in favourable structural settings. These geophysical anomalies need to be tested for kimberlite and their diamond potential.

Alluvial Projects

The Vlakfontein Prospecting Right was granted on 9 November 2005. A RAB drilling program at Vlakfontein is scheduled for February 2006. This drilling will test the hypothesis .that diamonds from the rich Jagersfontein diamond pipe have been eroded and deposited in the Vlakfontein area.

The grant of the Pampoene Pan prospecting right is expected in the first quarter of 2006.

Figure 3: Vaal Kimberlite Project

MENZIES

With the rapid rise in the gold price over the last 3 months from A$550/oz to over A$720/oz the Company is reviewing options to realise value from this project.

FINANCIAL

As at 31 December 2005. Rox had 42.27 million shares on issue and cash on hand of $1.7 million.

Dated this 25th day of January 2006.

Signed on behalf of the Board of Rox Resources Limited.

In Amtholland

IAN MULHOLLAND Managing Director

FOR FURTHER INFORMATION CONTACT:

Ian Mulholland, Managing Director Tel: (08) 9486 4537

The information in this report that relates to Exploration Results and Mineral Resources is based on information compiled by Mr lan Mulholland B.Sc (Hons), M.Sc., F.Aus.I.M.M., F.A.LG., F.S.E.G., and Mr Hugh Durey B.Sc (Hons), F.Aus.I.M.M., CP (Geol). Mr Mulholland and Mr Durey have sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration, and to the activity which they are undertaking to qualify as Competent Persons as defined in the 2004 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr Mulholland is a full time employee of the Company and consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. Mr Durey is a consultant to the Company and consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

APPENDIX 5B Mining Exploration entity quarterly report

Name of entity

ROX RESOURCES LIMITED

ACN or ARBN

107 202 602

Quarter ended ("current quarter") December 2005

Consolidated statement of cash flows

Cash flows related to operating activities		Current QuarterA$'000	Year to Date$(6$ months)$A'000
1.1	Receipts from product sales and related debtors
1.2	Payments forexploration and evaluation(a)	(445)	(779)
	development(b)
	production(c)
	administration(d)	(224)	(410)
1.3	Dividends received
1.4	Interest and other items of a similar nature received	23	45
$1.5,$	Interest and other costs of finance paid
1.6	Income taxes paid
$1.7,$	Other - Security bonds
	Net Operating Cash Flows	(646)	(1,144)
	Cash flows related to investing activities
1.8	Payment for purchases of: (a)prospects
	equity investments(b)
	other fixed assets(c)
1.9	Proceeds from sale of:(a) prospects
	(b)equity investments
	other fixed assets(c)
1.10	Loans to other entities
	1.11 Loans repaid by other entities
	1.12 Other
	Net investing cash flows
1.13	Total operating and investing cash flows (carried
	forward)	(646)	(1,144)

	1.13 Total operating and investing cash flows (brought
	forward)	(646)	(1,144)
	Cash flows related to financing activities
	1.14 Proceeds from issues of shares (net of costs)	1,000	1,000
1.15	Proceeds from sale of forfeited shares
	1.16 Proceeds from borrowings
1.17	Repayment of borrowings
1.18	Dividends paid
	1.19 Other
	Net financing cash flows	1,000	1,000
	Net increase (decrease) in cash held	354	(144)
1.20	Cash at beginning of quarter/year to date	1,393	1,891
1.21	Exchange rate adjustments to 1.20
	1.22 Cash at end of quarter	1,747	1,747

Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities

• Aggregate amount of payments to the parties included in item 1.2 $1.23 -$
• Aggregate amount of loans to the parties included in item 1.10 1.24
• $1.25$ Explanation necessary for an understanding of the transactions

$N/A$

Non-cash financing and investing activities

2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows

Nil

Current quarter$A'000
85

2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest

$Nil$

Financing facilities available

Add notes as necessary for an understanding of the position.

	Amount available$A'000	Amount used$A'000
3.1 Loan facilities
3.2 Credit standby arrangements

Estimated cash outflows for next quarter

		$A'000
4.1	Exploration and evaluation	300
4.2	Development	-44
	Total	300

Reconciliation Of Cash

Reconciliation of cash at the end of the quarter (as shown inthe consolidated statement of cash flows) to the related itemsin the accounts is as follows.		Current quarter$A'000	Previousquarter$A'000
5.1	Cash on hand and at bank	24	4
5.2	Deposits at call	1,723	1,389
5.3	Bank overdraft
5.4Other (provide details)
	Total: cash at end of quarter (item 1.22)	1,747	1,393

Changes in interests in mining tenements

No changes during the quarter. See attached Schedule A for list of tenements.

	Issued and quoted securities at end of current quarter
--	--------------------------------------------------------

		Total number	Numberquoted	Issue price persecurity (cents)	Amount paid upper security (cents)
7.1	Preferencesecurities(description)
7.2	Changes duringquarter
7.3	Ordinarysecurities	42,272,000	33,907,367
7.4	Changes duringquarter- Issued	10,000,000	10,000,000	$0.10	$0.10
7.5	Convertible debtsecurities(description andconversion factor)
7.6	Changes duringquarter
7.7	Options(description andconversion factor)	5,250,000800,000	NilNil	Exercise Price$0.20$0.20	Expires31 January 200930 April 2007
7.8	Issued duringquarter	w
	7.9 Exercised duringquarter
	7.10 Expired duringquarter
	7.11 Debentures(totals only)
	7.12 Unsecured notes(totals only)

Compliance statement

• This statement has been prepared under accounting policies which comply with accounting $\mathbf{1}$ . standards as defined in the Corporations Law or other standards acceptable to ASX.
• $2.$ This statement does give a true and fair view of the matters disclosed.

Sign here:

Date: 25 January 2006

Company Secretary

Print Name: Brett Dickson

SCHEDULE A

Interests in mining tenements relinquished, reduced or lapsed during the quarter

$_{\rm Nil}$

Interests in mining tenements held

Tenement Reference)	Nature of Interest		Interest at end ofquarter
M29/14	Owned	100%	100%
M29/88	Owned	100%	100%
M29/153	Owned	100%	100%
M29/154	Owned	100%	100%
M29/184	Owned	100%	100%
M29/212	Owned	100%	100%
MLA29/223	Owned	100%	100%
MLA29/225	Owned	100%	100%
L29/41	Owned	100%	100%
L29/42	Owned	100%	100%
L29/43	Owned	100%	100%
L29/44	Owned	100%	100%
L29/58	Owned	100%	100%

Glossary

$\mathbf M$ Mining Lease

Mining Lease Application $MLA$

Miscellaneous Licence $\mathbb L$