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ROX RESOURCES LIMITED — Major Shareholding Notification 2025
Dec 22, 2025
65741_rns_2025-12-22_ddab2651-4cad-45df-954f-7f30132c4a18.pdf
Major Shareholding Notification
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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)
QGold Pty Ltd ( QGold ), Christopher Ian Wallin ( Wallin ), Captain Nominees Pty Ltd ATF CWSF No.2 ( Captain Nominees ), Ita Vero Pty Ltd ATF The Richmond Trust ( Ita Vero ) and each of, Queensland Gold Holdings Pty Ltd as trustee for the Christopher Wallin Family Trust No.2 ( QGH ), Joanne Wallin ( Jo Wallin ), Strategic Minerals Name Corporation Pty Ltd ( SMC ), Signature Resources Pty Ltd ( SR ), Telluride Mining Pty Ltd ( TM ), Alpha Uranium Pty Ltd ( AU ), Carawine Resources Limited ( CRL ), Venus Metals Corporation Limited (ACN 123 250 582) ( VMC ) and Redscope Enterprises Pty Ltd (ACN 641 401 452) ( Redscope ) (QGH, Jo Wallin, SMC, SR, TM, AU, CRL, VMC, Redscope and all entities controlled by Wallin, together the “ Associates ”). ACN/ARSN (if applicable) 149 659 950 There was a change in the interests of the substantial holder on 23 / 12 / 2025 The previous notice was given to the company on 27 / 11 / 2025 The previous notice was dated 27 / 11 / 2025
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 | Previous notice | Present notice | Present notice |
|---|---|---|---|---|
| Person’s votes | Voting power (5) | Person’s votes | Voting power (5) | |
| Ordinary fully paid shares (ORD) | 140,150,458 | 14.831% | 185,916,497 | 13.392% |
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
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 |
Consideration given in relation to change |
Class and number of securities affected |
Person’s votes affected |
|---|---|---|---|---|---|
| 23/12/2025 | QGold and its Associates |
QGold Tranche 2 Placement |
$15,928,284.75 | 45,509,385 Ordinary shares |
45,509,385 |
| 23/12/2025 | QGold and its Associates |
VMC Tranche 2 Placement |
$59,829.00 | 170,940 Ordinary shares |
170,940 |
| 23/12/2025 | QGold and its Associates |
VMC Share Purchase Plan allotment |
$30,000.00 | 85,714 Ordinary shares |
85,714 |
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 |
Nature of relevant interest |
Class and number of securities |
Person’s votes |
|---|---|---|---|---|---|
| QGold | QGold | QGold | Relevant interest pursuant to section 608(1)(a) of the Corporations Act 2001 (Cth) (Corporations Act) as holder of the shares. |
135,491,135 ordinary shares |
135,491,135 |
| QGH | QGold | QGold | Relevant interest in the shares held in Rox by QGold pursuant to section 608(3)(a) of the Corporations Act. |
135,491,135 ordinary shares |
135,491,135 |
| Wallin | QGold | QGold | Relevant interest in the shares held in Rox by QGold pursuant to section 608(3)(b) of the Corporations Act. |
135,491,135 ordinary shares |
135,491,135 |
| SMC | QGold | QGold | Relevant interest under section 608(3)(a) of the Corporations Act to have a relevant interest in which QGold has a relevant interest, by virtue of having voting power of more than 20% in QGold |
135,491,135 ordinary shares |
135,491,135 |
| SR | QGold | QGold | Relevant interest under section 608(3)(a) of the Corporations Act to have a relevant interest in which QGold has a relevant interest, by virtue of having voting power of more than 20% inQGold |
135,491,135 ordinary shares |
135,491,135 |
| TM | QGold | QGold | Relevant interest under section 608(3)(a) of the Corporations Act to have a relevant interest in which QGold has a relevant interest, by virtue of having voting power of more than 20% in QGold |
135,491,135 ordinary shares |
135,491,135 |
| AU | QGold | QGold | Relevant interest under section 608(3)(a) of the Corporations Act to have a relevant interest in which QGold has a relevant interest, by virtue of having voting power of more than 20% in QGold |
135,491,135 ordinary shares |
135,491,135 |
| CRL | QGold | QGold | Relevant interest under section 608(3)(a) of the Corporations Act to have a relevant interest in which QGold has a relevant interest, by virtue of having voting power of more than 20% inQGold |
135,491,135 ordinary shares |
135,491,135 |
| Wallin | Wallin | Wallin | Relevant interest pursuant to section 608(1)(a) of the Corporations Act 2001 (Cth) (Corporations Act) as holder of the shares. |
1,739,325 ordinary shares |
1,739,325 |
| Captain Nominees | Captain Nominees | Captain Nominees |
Relevant interest pursuant to section 608(1)(a) of the Corporations Act as holder of the shares. |
144,943 ordinary shares |
144,943 |
|---|---|---|---|---|---|
| Wallin | Captain Nominees | Captain Nominees |
Relevant interest in the shares held in Rox by Captain Nominees pursuant to section 608(3)(b) of the Corporations Act. |
144,943 ordinary shares |
144,943 |
| Ita Vero | Ita Vero | Ita Vero | Relevant interest pursuant to section 608(1)(a) of the Corporations Act as holder of the shares. |
451,688 ordinary shares |
451,688 |
| Jo Wallin | Ita Vero | Ita Vero | Relevant interest in the shares held in Rox by Ita Vero pursuant to section 608(3)(b) of the Corporations Act. |
451,688 ordinary shares |
451,688 |
| VMC | VMC | VMC | Relevant interest under section 608(1)(a) of the Corporations Act as holder of the shares. |
50,425,362 ordinary shares |
50,425,362 |
| QGold | VMC | VMC | Relevant interest in the shares held in Rox by QGold pursuant to section 608(3)(a) of the Corporations Act. |
50,425,362 ordinary shares |
50,425,362 |
| QGH | VMC | VMC | Relevant interest in the shares held in Rox by QGold pursuant to section 608(3)(b) of the Corporations Act. |
50,425,362 ordinary shares |
50,425,362 |
| Wallin | VMC | VMC | Relevant interest in the shares held in Rox by VMC pursuant to section 608(3)(b) of the Corporations Act, because Wallin controls QGH. |
50,425,362 ordinary shares |
50,425,362 |
| Redscope | VMC | VMC | Relevant interest under section 608(3)(a) of the Corporations Act to have a relevant interest in which VMC has a relevant interest, by virtue of having voting power of more than 20% in VMC |
50,425,362 ordinary shares |
50,425,362 |
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 |
|---|---|
| Nil | Nil |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| QGold, QGH and Captain Nominees | PO Box 10630, Brisbane QLD 4000 |
| Wallin,Jo Wallin and Ita Vero | PO Box 10630, Brisbane QLD 4000 |
| SMC, SR, TM and AU | PO Box 10630, Brisbane QLD 4000 |
| VMC and Redscope | Unit 2, 8 Alvan St, Subiaco, WA 6008 |
| CRL | PO Box 543, West Perth WA 6872 |
Signature
| Signature | |||
|---|---|---|---|
| print name | Christopher Ian Wallin | capacity | Sole Director and Company Secretary |
| sign here | date | 23/12/2025 |
DIRECTIONS
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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
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(1) 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.
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(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
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(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
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(4) The voting shares of a company constitute one class unless divided into separate classes.
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(5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
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(6)
Include details of:
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(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) 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
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(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.
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(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 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.
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(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".
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(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.