ROX RESOURCES LIMITED — Interim / Quarterly Report 2009

Feb 26, 2009

ROX RESOURCES LIMITED ABN 53 107 202 602

REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2008

Contents

Half-Year Report	Page No.
Corporate Directory	2
Directors’ Report	3
Financial Statements	5
Declaration by Directors	14
Independent Review Report	15

1

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

Stock Exchange:

Australian Securities Exchange

Company Code: RXL (Fully Paid Shares) RXLO (10.0 cent, 30 June 2011 options)

Listed Securities:

108,579,642 Fully paid ordinary shares 29,327,678 10.0 cent, 30 June 2011 options

Un-Listed Securities:

Bankers:

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

2,500,000 67.5 cent, 12 July 2009 options 2,000,000 35 cent, 30 November 2010 options 1,700,000 35 cent, 30 November 2009 options 400,000 35 cent, 31 May 2010 options

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

2

ROX RESOURCES LIMITED ABN 53 107 202 602

DIRECTOR’S REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2008

Your directors submit the financial report of the Company for the half-year ended 31 December 2008.

DIRECTORS

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

Mr Jeffrey Gresham

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 31 December 2008 was $1,314,687 (2007: $1,654,675). This loss was principally due to exploration expenditure of $581,812 (2007: $972,164) being expensed directly to the profit and loss account.

Myrtle zinc-lead project, Australia

On 7 October 2008 Rox announced a maiden JORC compliant Inferred mineral resource for Myrtle of:

38 million tonnes grading 4.2% zinc, 1.0% lead, at a 3% zinc + lead cut-off.

The mineral resource contains a significant amount of zinc and lead metal (1.6 million tonnes zinc and 0.4 million tonnes lead) and would rank in the top 10 of deposits of its type in Australia (Table 1).

At a higher cut-off grade of 5% zinc + lead the resource contains a higher grade core of:

15 million tonnes grading 5.5% zinc, 1.5% lead.

The mineral resource is limited by available drilling and should increase significantly in size with further drilling.

Table 1: Giant Sedex Zinc Deposits in Australia

Deposit	Mt Ore *	Mt Zn + Pb
McArthur River	227	30.4
Mount Isa	150	19.5
Hilton	120	20.3
George Fisher	107	17.7
Century	95	14.1
Dugald River	48	6.8
Cannington	44	7.0
Myrtle	38	2.0
Lady Loretta	14	3.1
Pegmont	9	1.0

• Based on published pre-mining resources as listed in Leach et al, 2000, Economic Geology 100th Anniversary Volume

3

Memorandum of Understanding

Rox has received a number of expressions of interest from international mining companies, both in the Myrtle zinc-lead project, and in Rox as a corporate entity. Negotiations and discussions are ongoing, and a number of groups are currently conducting due diligence reviews.

Although no legally binding or exclusive agreements have been signed, a number of transactions have been proposed and are currently being considered.

One Memorandum of Understanding (MOU) has been signed with a Chinese minerals company (CMC). The MOU, which is non-exclusive and non-binding, is subject to confidentiality and records a proposed transaction, subject to a due diligence period expiring on 1 May 2009, whereby the CMC may acquire an 80% interest in the Myrtle Project (EL10316) for a cash payment to Rox of A$12,500,000.

At the completion of the due diligence period, if the CMC proceeds with the transaction, Rox and the CMC will form a contributing 80/20 joint venture to further explore and develop the Myrtle zinc-lead project. The CMC will be the manager of the joint venture, and Rox may assist by way of its operational expertise in Australia.

Pha Luang zinc-lead project, Laos

No work was undertaken on this project during the period.

CORPORATE

Since the end of the financial period, being 31 December 2008, Rox has completed a renounceable entitlements issue of one (1) new Share for every two (2) existing Shares held by shareholders, at an issue price of $0.02 per share together with one (1) free attaching new Option for every two (2) new Shares subscribed for(“Issue”). The Options will be exercisable at $0.10 on or before 30 June 2011. In addition sub-underwriters to the Issue were offered one (1) Option for every three (3) shares underwritten. Net proceeds from the Issue will be used to provide general working capital and funds for the ongoing exploration on the Company’s Myrtle project.

The Issue raised $723,864 (before costs of the Issue) and resulted in the allotment of 36,193,214 fully paid ordinary shares and 29,327,678 options.

AUDITORS INDEPENDENCE DECLARATION

Section 307C of the Corporations Act 2001 requires our auditors, Ernst & Young, to provide the directors of Rox Resources Limited with an Independence Declaration in relation to the review of the half-year financial report. This Independence Declaration is attached to the Independent Review Report to Members.

Signed in accordance with a resolution of the Directors.

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J. GRESHAM Director

Perth, Western Australia Dated this 26[th] day of February 2009

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ABN 53 107 202 602

ROX RESOURCES LIMITED

CONSOLIDATED INCOME STATEMENT FOR THE HALF-YEAR ENDED 31 DECEMBER 2008

Note Continuing operations Revenue 2(a) Depreciation and amortisation expense 2(b) Other expenses 2(c) Loss from continuing operations before income tax expense Income tax expense Loss from continuing operations after income tax Discontinued operations Profit/(loss) from discontinued operations after income tax 3 Net Loss attributable to members Loss per share (cents per share) - basic and diluted, for loss for the year attributable to ordinary equity holders - basic and diluted, for loss from continuing operations attributable to ordinary equity holders	CONSOLIDATED 31 December 2008 ($) 31 December 2007 ($) 17,665 97,417 (15,258) (12,119) (1,189,424) (1,747,493) (1,187,017) (1,662,195) - - (1,187,017) (1,662,195) (127,670) 7,520 (1,314,687) (1,654,675) (1.81) (2.66) (1.81) (2.66)	CONSOLIDATED 31 December 2008 ($) 31 December 2007 ($) 17,665 97,417 (15,258) (12,119) (1,189,424) (1,747,493) (1,187,017) (1,662,195) - - (1,187,017) (1,662,195) (127,670) 7,520 (1,314,687) (1,654,675) (1.81) (2.66) (1.81) (2.66)
		(1,662,195) -
		(1,662,195)
		7,520
		(1,654,675)
		(2.66) (2.66)

5

ROX RESOURCES LIMITED

ABN 53 107 202 602

CONDSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2008

Note ASSETS Current Assets Cash and cash equivalents Trade and other receivables Prepayments Assets of disposal group classified as held for sale 3 Total Current Assets Non-Current Assets Available for sale investments Other receivables Plant & Equipment Total Non-Current Assets Total Assets LIABILITIES Current Liabilities Trade and other payables Provisions Income tax payable Deferred tax liability Liabilities directly associated with the assets classified as held for sale Total Current Liabilities Non-Current Liabilities Provisions Total non-Current Liabilities Total Liabilities NET ASSETS EQUITY Contributed Equity 4 Reserves 4 Accumulated losses TOTAL EQUITY	CONSOLIDATED 31 December 2008 ($) 30 June 2008 ($) 155,319 771,274 - 32,633 27,717 6,113 183,036 810,020 56,400 182,250 239,436 992,270 61,500 114,750 143,227 143,227 86,404 101,662 291,131 359,639 530,567 1,351,909 74,609 185,132 40,896 56,145 8,086 8,086 28,493 28,493 152,084 277,856 - 2,700 152,084 280,556 15,805 - 15,805 280,556 167,889 280,556 362,678 1,071,353 11,489,712 10,896,360 820,114 807,454 (11,947,148) (10,632,461) 362,678 1,071,353	CONSOLIDATED 31 December 2008 ($) 30 June 2008 ($) 155,319 771,274 - 32,633 27,717 6,113 183,036 810,020 56,400 182,250 239,436 992,270 61,500 114,750 143,227 143,227 86,404 101,662 291,131 359,639 530,567 1,351,909 74,609 185,132 40,896 56,145 8,086 8,086 28,493 28,493 152,084 277,856 - 2,700 152,084 280,556 15,805 - 15,805 280,556 167,889 280,556 362,678 1,071,353 11,489,712 10,896,360 820,114 807,454 (11,947,148) (10,632,461) 362,678 1,071,353
		810,020 182,250
		992,270
		114,750 143,227 101,662
		359,639
		1,351,909
		185,132 56,145 8,086 28,493
		277,856 2,700
		280,556
		-
		280,556
		280,556
		1,071,353
		10,896,360 807,454 (10,632,461)
		1,071,353

6

ROX RESOURCES LIMITED

ABN 53 107 202 602

CONSOLIDATED CASH FLOW STATEMENT FOR THE HALF-YEAR ENDED 31 DECEMBER 2008

CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees Interest received Payments for exploration activities Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of exploration projects Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares (net of costs) Payments for share issue expenses Security bonds paid Net cash provided by financing activities Net increase (decrease) in cash held Cash at 1 July Cash at 31 December	CONSOLIDATED 31 December 2008 $ 31 December 2007 $ (572,583) (503,679) 17,665 97,417 (622,847) (1,147,680) (1,177,765) (1,553,942) (50,000) - (50,000) - 653,000 - (41,190) - - (6,775) 611,10 (6,775) (615,955) (1,560,717) 771,274 3,855,029 155,319 2,294,312	CONSOLIDATED 31 December 2008 $ 31 December 2007 $ (572,583) (503,679) 17,665 97,417 (622,847) (1,147,680) (1,177,765) (1,553,942) (50,000) - (50,000) - 653,000 - (41,190) - - (6,775) 611,10 (6,775) (615,955) (1,560,717) 771,274 3,855,029 155,319 2,294,312
		(1,553,942)
		-
		-
		- - (6,775)
		(6,775)
		(1,560,717) 3,855,029
		2,294,312

7

ROX RESOURCES LIMITED

ABN 53 107 202 602

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 31 DECEMBER 2008

CONSOLIDATED

Balance as at 1 July 2008 Total income/expense recognised directly in equity Unrealised loss on available for sale investments Recognition of impairment on available for sale investments Loss for the period Total recognised income and expense for the period Shares issued during the period Options & employee options Capital raising costs Balance as at 31 December 2008 Balance as at 1 July 2007 Fair value loss re-cycled on impairment of available for sale investments Total income/expense recognised directly in equity Loss for the period Total recognised income and expense for the period Options & employee options Balance as at 31 December 2007	Issued Share Capital ($) 10,896,360 - - - - 653,000 - (59,648) 11,489,712 10,896,360 - - - - - 10,896,360	Share Option Reserve ($) 807,454 - - - - - 12,660 - 820,114 714,553 - - - - 54,945 769,498	Unrealised Gain/Loss Reserve ($) - (53,250) 53,250 - - - - - - (45,000) 45,000 - - 45,000 - -	Accumulated (Losses) ($) (10,632,461) - - (1,314,687) (1,314,687) - - - (11,947,148) (7,272,755) - - (1,654,675) (1,654,675) - (8,927,430)	Total ($) 1,071,353 (53,250) 53,250 (1,314,687)
					(1,314,687) 653,000 12,660 (59,648)
					362,678
					4,293,158 45,000 - (1,654,675)
					(1,609,675) 54,945
					2,738,428

The accompanying Statement of Changes in Equity should be read in conjunction with the accompanying notes.

8

ROX RESOURCES LIMITED

ABN 53 107 202 602

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2008

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

Basis of Preparation

This general-purpose condensed financial report for the half year ended 31 December 2008 has been prepared in accordance with AASB 134 Interim Financial Reporting and the Corporations Act 2001 .

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 read in conjunction with the annual report for the year ended 30 June 2008 and considered together with any public announcements made by Rox Resources Limited during the half-year ended 31 December 2008 in accordance with the continuous disclosure obligations Act of the ASX listing rules.

Apart from the changes in accounting policy noted below, the accounting policies and methods of computation are the same as those adopted in the most recent annual financial report.

Going Concern

This report has been prepared on the going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and settlement of liabilities in the normal course of business.

The Consolidated Entity has incurred a net loss after tax for the half year ended 31 December 2008 of $1,314,687 (2008:$1,654,675) and experienced net cash outflows from operating activities of $1,177,765 (2007: $1,553,942). At 31 December 2008, the Consolidated Entity had net current assets of $87,352 (30 June 2008: net current assets of $711,714).

Since the end of the financial period a further $723,864 has been raised through an entitlements issue to existing shareholders. The Directors believe there are sufficient funds to meet the Company’s working capital requirements and as at the date of this report Consolidated Entity believe it can meet all liabilities as and when they fall due. However the Directors recognise that additional funding either through the issue of further shares, convertible notes or a combination of both will be required for the Consolidated Entity to continue to actively explore its mineral properties.

The Directors have reviewed the business outlook and the assets and liabilities of the Consolidated Entity and are of the opinion that the use of the going concern basis of accounting is appropriate as they believe the Company will continue to be successful in securing additional funds through debt or equity issues or partial sale of its mineral properties as and when the need to raise working capital arises.

Should the directors not achieve the matters set out above, there is significant uncertainty whether the Consolidated Entity will continue as a going concern and therefore whether it will realise its assets and liabilities in the normal course of business.

The financial report does not include any adjustments that may be necessary if the Consolidated Entity is unable to continue as a going concern.

Changes in Accounting Policy

Since 1 July 2008 the Group has adopted the following Standards and Interpretations, mandatory for annual periods beginning on or after 1 July 2008. Adoption of these Standards and Interpretations did not have any effect on the financial position or performance of the Group.

9

ROX RESOURCES LIMITED

ABN 53 107 202 602

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2008

NOTE 1: BASIS OF PREPARATION OF THE HALF-YEAR FINANCIAL REPORT (Cont’d)

• AASB 2008-10 Amendment to Australian Accounting Standards – Reclassification of Financial Assets (amendments to AASB 139 Financial Instruments: Recognition and Measurement and AASB 7 Financial Instruments Disclosures)

• Interpretation 12 and AASB 2007-2 Service Concession Arrangements and consequential amendments to other Australian Accounting Standards

• Interpretation 129 Service Concession Arrangements: Disclosures

• Interpretation 4 (revised) Determining whether an arrangement contains a lease

• Interpretation 13 Customer Loyalty Programmes.

• Interpretation 14 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction.

The Group has not elected to early adopt any new standards or amendments.

CONSOLIDATED 31 December 2008 31 December 2007 $ $

NOTE 2: LOSS FROM CONTINUING OPERATIONS

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 Interest revenue (b) Expenses Depreciation (c) Other Staff expenses Share based payments Office operating Corporate expenses Travel expenses Impairment of available for sale Investments Exploration expenditure Other	17,665 15,258 278,831 12,660 100,479 97,856 29,946 53,250 581,812 34,590 1,189,424	97,417 12,119 268,977 54,945 78,654 105,896 28,539 175,500 972,164 62,818
		1,747,493

NOTE 3: DISCONTINUED OPERATIONS

No components of the company have been disposed of in the current half-year reporting period.

On the 15 August 2006 the company reached agreement for the sale of its South African diamond projects. The disposal of these projects is expected to be completed in the first half of 2009 and as at 31 December 2008 arrangements were being put in place to meet a number of preconditions to the sale. As at 31 December 2008 the South African diamond projects were classified as a disposal group held for sale.

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ROX RESOURCES LIMITED

ABN 53 107 202 602

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2008

NOTE 3: DISCONTINUED OPERATIONS (Con’t)

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

Revenue Other Income (expenses) Gross profit (loss) Impairment of disposal group classified as held for sale Profit(Loss) before tax from discontinued operations Related income tax Profit(Loss) for the period from discontinued operations	31 December 2008 $ 30 June 2008 $ - (1,820) 3,394
	(1,820) 3,394 (125,850) -
	(127,670) 3,394 - -
	(127,670) 3,394

The major classes of assets and liabilities of the South African Diamond projects at 31 December 2008 are as follows:

Assets Other- capitalised exploration expenditure Liabilities Trade creditors and payables Net assets attributable to discontinued operations	31 December 2008 $ 30 June 2008 $ 56,400 182,250 - (2,700)
	56,400 179,550

The net cash out-flows (inflows) of the South African diamond projects are as follows:

Operating activities Net cash outflows	31 December 2008 $ 30 June 2008 $ 1,820 12,406
	1,820 12,406

Earnings per share (cents per share)

• Basic from discontinued operations

-	Basic from discontinued operations	-	0.01
-	Diluted from discontinued operations	-	0.01

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ROX RESOURCES LIMITED

ABN 53 107 202 602

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2008

CONSOLIDATED

NOTE 4: ISSUED CAPITAL 31 December 2008 $ (a) Issued and paid up capital: 72,386,428 fully paid ordinary shares (30 June 2008: 57,875,333) 11,489,712 (b) Option reserve: 820,114 (c) Movements in issued and paid up capital during the past six months were as follows: Date Details Number of Shares 1 July 2008 Opening Balance 57,875,333 21 August 2008 Issue at $0.045 pursuant to private placement 8,600,000 10 September 2008 Issue at $0.045 pursuant to Share Purchase Plan 5,911,095 - Expenses associated with share issues - 31 Dec 2008 Closing Balance 72,386,428		30 June 2008 $ 10,896,360 807,454 $ 10,896,360 387,000 266,000 (59,648)
		11,489,712

There were no movements in issued and paid up capital during the six months ended 31 December 2007.

(d) Movements in Option Reserve during the past six months were as follows:

Date Details 1 July 2008 Opening Balance - Employee options issued in prior periods and vested in current year 31 Dec 2008 Closing Balance 1 July 2007 Opening Balance 19 December 2007 Employee options issued - Employee options issued in prior periods and vested in current year 31 Dec 2007 Closing Balance	Number of Options 11,850,000 - 11,850,000 10,300,000 2,100,000 - 12,400,000	$ 807,454 12,660
		820,114
		714,553 5,287 49,658
		769,498

NOTE 5: COMMITMENTS AND CONTINGENCIES

There are no changes to the commitments and contingencies disclosed in the most recent annual financial report.

12

ROX RESOURCES LIMITED

ABN 53 107 202 602

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2008

NOTE 6: SEGMENT INFORMATION

The Company operates as a mineral exploration company in Australia and Laos with discontinued operations in South Africa.

	Australia	Australia	Laos	Laos	Discontinued Operations	Discontinued Operations	Unallocated	Unallocated	Total	Total
	31 Dec 2008	31 Dec 2007	31 Dec 2008	31 Dec 2007	31 Dec 2008	31 Dec 2007	31 Dec 2008	31 Dec 2007	31 Dec 2008	31 Dec 2007
Revenue	-	-	-	-	-	-	17,665	97,417	17,665	97,417 (1,654,675)
Result	(1,059,788)	(769,746)	(127,229)	(892,449)	(127,670)	7,520	-	-	(1,324,995)

NOTE 7: EARNINGS PER SHARE

Basic earnings or loss per share amounts are calculated by dividing net profit or loss attributable holders of ordinary shares by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share are not materially different to basic earnings per share.

The following reflects the income (loss) and share data used in the basic earnings per share computations:

Loss attributable to members of the parent Weighted average number of ordinary shares for basic earnings per share Adjustment factor for underwritten renounceable entitlement issue on 29 January 2009 Basic and diluted for loss for the year attributable to ordinary equity holders	2008 $ 2007 $ (1,314,687) (1,654,675)
	Number Number 67,721,821 57,875,333 1.07 1.07 cents cents 1.81 2.66

As outlined in note 8 below, on 29 January 2009 the Company completed an underwritten one for two pro-rata renounceable entitlements issue at an offer price of $0.02 per share to raise $723,864. The 31 December 2008 and prior period loss per share have been restated with an adjustment factor of 1.07 reflecting the completion of the entitlements issue. There have been no other transactions involving ordinary shares between the reporting date and the date of completion of these financial statements.

NOTE 8: SUBSEQUENT EVENTS

Since the end of the financial period the company has completed a renounceable entitlements issue of one (1) new Share for every two (2) existing Shares held by shareholders, at an issue price of $0.02 per share together with one (1) free attaching new Option for every two (2) new Shares subscribed for(“Issue”). The Options will be exercisable at $0.10 on or before 30 June 2011. In addition sub-underwriters to the Issue were offered one (1) Option for every three (3) shares underwritten. Net proceeds from the Issue will be used to provide general working capital and funds for the ongoing exploration on the Company’s Myrtle project.

The Issue raised $723,864 (before costs of the Issue) and resulted in the allotment of 36,193,214 fully paid ordinary shares and 29,327,678 options.

13

ROX RESOURCES LIMITED

ABN 53 107 202 602

DECLARATION

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:

• (i) give a true and fair view of the financial position as at 31[st] December 2008 and the performance for the half year ended on that date of the Company; and

• (ii) comply with Accounting Standard AASB 134 “Interim Financial Reporting” and the 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.

On behalf of the Board

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J. GRESHAM Director

Perth, Western Australia

Dated this 26[th] day of February 2009

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Report on the Consolidated Half-Year Financial Report

We have reviewed the accompanying half year financial report of Rox Resources Limited, which comprises the consolidated balance sheet as at 31 December 2008, and the consolidated income statement, consolidated statement of changes in equity and consolidated cash flow statement for the half year ended on that date, other selected explanatory notes and the directors’ declaration.

Directors’ Responsibility for the Half‐Year Financial Report

The directors of the company are responsible for the preparation and fair presentation of the half year financial report in accordance with 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 half year 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.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of Interim and other Financial Reports Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the company’s financial position as at 31 December 2008 and its performance for the half year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of Rox Resources Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Independence

In conducting our review, we have complied with 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.

Inherent Uncertainty Regarding Continuation as a Going Concern

Without qualification to the review opinion expressed above, attention is drawn to the following matter. As a result of the matters described in Note 1 to the half year financial report, there is significant uncertainty whether the company and consolidated entity will be able to continue as a going concern and therefore whether they will be able to pay their debts as and when they become due and payable and realise their assets and extinguish their liabilities in the normal course of operations and at the amounts stated in the financial report. The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the company and the consolidated entity not continue as going concerns.

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the interim financial report of Rox Resources Limited is not in accordance with the Corporations Act 2001, including:

• i giving a true and fair view of the company’s financial position as at 31 December 2008 and of its performance for the half year ended on that date; and

RC;HG;ROX;003

Liability limited by a scheme approved under Professional Standards Legislation

2

ii complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.

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Ernst & Young

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R J Curtin Partner Perth 26 February 2009

RC;HG;ROX;003

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

In relation to our review of the financial report of Rox Resources Limited for the half-year ended 31 December 2008, 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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R J Curtin Partner Perth 26 February 2009

RC;HG;ROX;003

Liability limited by a scheme approved under Professional Standards Legislation