ROX RESOURCES LIMITED — Major Shareholding Notification 2024

May 27, 2024

	Form 604Corporations Act 2001Section 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
ACN/ARSN (if applicable)	452) (Redscope)N/A
There was a change in the interests of the
substantial holder on	27/05/2024
The previous notice was given to the company on	30/08/2023
The previous notice was dated	30/08/2023

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 r

Class of securities (4)		Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power $(5)$
Fully paid ordinary shares (ORD)	60,000,000	16.67%	61.250.000	15.59%

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 companyor scheme, since the substantial holder was last required to give

Date of change	Person whoserelevant interestchanged	Nature ofchange (6)	Consideration given inrelation to change (7)	Class andnumber ofsecuritiesaffected	Person's votesaffected
5 December 2023	Redscope	Acquisition of1,250,000 shares asInominee of VMC whoparticipated in Tranche2 of Rox's placementlannounced to ASX on23 August andapproved by Roxshareholders on 29November 2023.	$250,000 (being $0.20per share)	1,250,000 ORD	1,250,000
27 May 2024	VMC andRedscope	Dilution of voting power N/Afollowing the issue ofRox shares pursuant toRox's entitlement offerannounced on 26 April2024.		61,250,000 ORD	61.250.000

4. Present relevant interests

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

Holderοfrelevant interest	RegisteredlholderοfIsecurities	Person entitled to beregistered as holder (8)	Nature of relevant interest Class and number(6)	of securities	Person's votes
lvmc	VMC	VMC	Relevant interest under$ $608(1)(a)$ of theCorporations Act 2001(Cth) as holder of theIshares	55.000,000 ORD	55,000,000

Redscope	Redscope	Redscope	Relevant interest under$ s608(1)(a)$ of theCorporations Act 2001$ $ (Cth) as holder of theIshares	6,250,000 ORD	6,250,000
lvmc.	lvmc	VMC	Relevant interest under$ s608(3)$ of theCorporations Act 2001$ $ (Cth)	6.250.000 ORD	6.250.000

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
IN/A

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 Matthew Hogap	capacity	Director
sign here	date	28/05/2024

• $(1)$ If there 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.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• $(5)$ 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.

• $(7)$ Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired 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 on 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 (eg. if the relevant interest arises because of an option) write "unknown"

$(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.