ROX RESOURCES LIMITED — Major Shareholding Notification 2007

Aug 28, 2007

CLAYTON UTZ

Sydney	Melbourne	Brisbane	Perth	Canberra	Darwin	Clayton UtzLawyersLevel 28Riparian Plaza71 Eagle Street
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Number of pages - 4

Dear Sir / Madam

Rox Resources Limited - Notice of Initial Substantial Holder

Pursuant to 671B of the Corporations Act 2001 (Cth), please find attached a Notice of Initial Substantial Holder (Form 603) concerning a substantial holding of Rox Resources Limited shares held by Ivernia Inc.

Yours faithfully Tim Reid, Partner

+61 7 3292 7014 treid@claytonutz.com

Contact: Jeremy Horwood, Senior Associate +61 7 3292 7560 jhorwood@claytonutz.com

Attachment

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Form 603

Corporations Act 2001

Notice of initial substantial holder

To Company Name/Scheme	Rox Resources Limited
ACN/ARSN	107 202 602
1. Details of substantial holder (1)
Name	Ivernia Inc.
ACN/ARSN (if applicable)	N/A
The holder became a substantial holder on	27/08/2007

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)---	-------Number of securities	Person's votes (5)------	----Voting power (6)
Ordinary Shares	3.686.693	3,686,593	16.37%
	------		.

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

__Holder of relevant interest	Nature of relevant interest $(T)$	Class and number of securities
ilvernia inc.---	Direct Holding	3,586,593 Ordinary
Patrick Noel Scott and Harue Scott.	Indirect - The Scott Superannuation Fund 100,000 Ordinary

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevantinterest_______	----Registered holder ofsecurities	Person entitled to beregistered as holder (8)	Class and numberof securities
ilvernia Inc.	livemia inc.	Ilvemia inc.	3,586,593 Ordinary
Patrick Noel Scott / Harue Scott	Patrick Noel Scott / Harue Scott	[Patrick Noel Scott / Harue Scott	100,000 Ordinary

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevantDate of acquisitioninterest		Consideration (9)		Class and numberof securities
Refer to Annexure A	Refer to Annexure A	Cash	Non-cash	Refer to Annexure A
$\overline{\phantom{a}}$		iRefer to Annexure A

P. No. 7676 $\beta$

603 page 2/2 15 July 2001

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Patrick Noel Scott / Harve Scott	[Patrick Noel Scott is a director of Ivernia Inc.]
	____

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
livemia Inc	44 Victoria Street, Suite 300, Toronto, Ontario Canada M5C 1Y2
Fatrick Noel Scott / Harue Scott	10 Woodford Street, Longueville, NSW, Australia, 2066

Signature

print name	HERMAN CONTRACT	capacity	Corporate Secretary
sign here		date-----	28/08/2007

DIRECTIONS

• $(1)$ If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar. they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• $\left( 3\right)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• $(5)$ The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
• $(6)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $\sigma$ Include details of:
  • any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any $(a)$ document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, schame or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
  • any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the $(b)$ securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• $(3)$ If the aubstantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown."
• Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, ormay, become entitled to receive in relation to that acquisition. Details $(9)$ contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

$\mathcal{L}_{\mathcal{A}}$

Annexure A

Ivernia Inc.

Holder ofrelevant interest	Date ofAcquisition	Consideration	Class andnumber of
		Cash	Non-cash	securities
Ivernia Inc.	22 August 2007	A$100,148.25	N/A	500,000 ordinary
Ivernia Inc.	23 August 2007	A$39,195.00	$\overline{\text{N/A}}$	200,000 ordinary
Ivernia Inc	29 August 2007	A$37,702.78	N/A	183,001 ordinary
Patrick Noel Scott/ Harue Scott	19 June 2007	A$31,534.66	N/A	100,000 ordinary

This is Annexyre A of 1 page referred to in Form 603 - Notice of initial substantial holder

$\bar{z}$

hm Signed: Unt

Capacity: Corporate Secretary

Date: August 28, 2007

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