ROX RESOURCES LIMITED — Major Shareholding Notification 2024

Dec 2, 2024

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Rox Resources Limited (Rox)
ACN/ARSN	107 202 602
1. Details of substantial holder (1)
Name	Venus Metals Corporation Limited (ACN 123 250 582) (VMC) and Redscope Enterprises Pty Ltd (ACN 641 401 452) (Redscope)

ACN/ARSN (if applicable)
There was a change in the interests of the substantial holder on	03/12/2024
The previous notice was given to the company on	21/11/2024
The previous notice was dated	21/11/2024

2. Previous and present 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 when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully paid ordinary (ORD) shares	59,650,000	13.24%	59,650,000	11.58%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
02 Dec 24	VMC and Redscope	Dilution of voting power following the issue of 57, 142, 857 Rox's Tranche 1B Placement Shares on 02 Dec $24.$	N/A	59,650,000 ORD	59,650,000
03 Dec 24	VMC and Redscope	Dilution of voting power following the issue of 7,142,872 Rox's Share Purchase Plan Shares on 03 Dec 24.	N/A	59,650,000 ORD	59,650,000

______ _____	_______	_________
				_________	______ ______
----------		_________	_________	_________

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
VMC	VMC	VMC	Relevant interest under $s608(1)$ (a) of the Corporation Act 2001 (Cth) as holder of the shares	55,000,000 ORD	55,000,000
Redscope	Redscope	Redscope	Relevant interest under \$608(1)(a) of the Corporation Act 2001 (Cth) as holder of the shares	4,650,000 ORD	4,650,000
VMC	VMC	VMC	Relevant interest under s608(3) of the Corporation Act (Cth)	4,650,000 ORD	4,650,000

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association
N/A

6. Addresses

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

Name	Address
VMC and Redscope	Unit 2, 8 Alvan St, Subiaco, WA 6008

Signature

print name	Selvakumar Arunachalam	capacity	Director
sign here		date	03/12/2024

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 6 of the form.

• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(6)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) $(a)$ applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• $(b)$ 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 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.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired $(7)$ has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a 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.
• $(8)$ If the substantial holder is unable to determine the identity of the person (eq. if the relevant interest arises because of an option) write "unknown".
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$