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ROX RESOURCES LIMITED — Major Shareholding Notification 2025
Jan 30, 2025
65741_rns_2025-01-30_23feaf18-6952-4f7b-829b-2837629d1845.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 ), Queensland Gold Holdings Pty Ltd as trustee for the Christopher Wallin Family Trust No.2 ( QGH ), Christopher Ian Wallin ( Wallin ), Joanne Wallin ( Jo Wallin ), Captain Nominees Pty Ltd ATF CWSF No.2 Name ( Captain Nominees ), Ita Vero Pty Ltd ATF The Richmond Trust ( Ita Vero ), Venus Metals Corporation Limited (ACN 123 250 582) ( VMC ) and Redscope Enterprises Pty Ltd (ACN 641 401 452) ( Redscope ) (together the Substantial Holders and each a Substantial Holder ).
ACN/ARSN (if applicable) 149 659 950
There was a change in the interests of the substantial holder on 29 / 01 / 2025 The previous notice was given to the company on 02 / 12 / 2024 The previous notice was dated 02 / 12 / 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:
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----- Start of picture text ----- Previous notice Present noticeClass of securities (4)Person’s votes Voting power (5) Person’s votes Voting power (5)Ordinary fully paid shares ( ORD ) 92,085,130 18.135% 116,712,908 19.200%----- End of picture text -----
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
scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
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----- Start of picture text ----- Person whose relevant Consideration given in Class and number of Person’s votesDate of change interest changed Nature of change relation to change securities affected affected21/01/2025 Substantial Holders On-market sale $693,000.00 3,150,000 ORD 3,150,00029/01/2025 Substantial Holders Private placement $3,888,888.92 27,777,778 ORD 27,777,778----- End of picture text -----
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder of relevantinterest | Registered holder ofsecurities | Person entitled to beregistered as holder | Nature of relevantinterest | Class and number ofsecurities | Person’s votes |
|---|
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----- Start of picture text ----- Relevant interestpursuant to section608(1)(a) of theQGold QGold QGold Corporations Act 2001 57,876,952 ORD 57,876,952(Cth) ( CorporationsAct ) as holder of theshares.Relevant interest in theshares held in Rox byQGH QGold QGold QGold pursuant to 57,876,952 ORD 57,876,952section 608(3)(a) of theCorporations Act.Relevant interest in theshares held in Rox byWallin QGold QGold QGold pursuant to 57,876,952 ORD 57,876,952section 608(3)(b) of theCorporations Act.Relevant interestpursuant to sectionWallin Wallin Wallin 608(1)(a) of the 1,739,325 ORD 1,739,325Corporations Act asholder of the shares.Relevant interestpursuant to sectionCaptain Nominees Captain Nominees Captain Nominees 608(1)(a) of the 144,943 ORD 144,943Corporations Act asholder of the shares.Relevant interest in theshares held in Rox byCaptain NomineesWallin Captain Nominees Captain Nominees 144,943 ORD 144,943pursuant to section608(3)(b) of theCorporations Act.Relevant interestpursuant to sectionIta Vero Ita Vero Ita Vero 608(1)(a) of the 451,688 ORD 451,688Corporations Act asholder of the shares.Relevant interest in theshares held in Rox by ItaJo Wallin Ita Vero Ita Vero Vero pursuant to section 451,688 ORD 451,688608(3)(b) of theCorporations Act.Relevant interest undersection 608(1)(a) of theVMC VMC VMC 52,350,000 ORD 52,350,000Corporations Act asholder of the shares.Relevant interest in theshares held in Rox byQGold VMC VMC VMC pursuant to section 52,350,000 ORD 52,350,000608(3)(a) of theCorporations Act.Relevant interest in theshares held in Rox byVMC pursuant to sectionQGH VMC VMC 608(3)(b) of the 52,350,000 ORD 52,350,000Corporations Act,because QGH controlsQGold.Relevant interest in theshares held in Rox byVMC pursuant to sectionWallin VMC VMC 608(3)(b) of the 52,350,000 ORD 52,350,000Corporations Act,because Wallin controlsQGH.----- End of picture text -----
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----- Start of picture text ----- Relevant interestpursuant to sectionRedscope Redscope Redscope 608(1)(a) of the 4,150,000 ORD 4,150,000Corporations Act asholder of the shares.Relevant interest in theshares held in Rox byRedscope pursuant toVMC Redscope Redscope section 608(3)(b) of the 4,150,000 ORD 4,150,000Corporations Actbecause it controlsRedscope.Relevant interest in theshares held in Rox byQGold Redscope Redscope Redscope pursuant to 4,150,000 ORD 4,150,000section 608(3)(a) of theCorporations Act.Relevant interest in theshares held in Rox byRedscope pursuant toQGH Redscope Redscope section 608(3)(b) of the 4,150,000 ORD 4,150,000Corporations Act,because QGH controlsQGold.Relevant interest in theshares held in Rox byRedscope pursuant toWallin Redscope Redscope section 608(3)(b) of the 4,150,000 ORD 4,150,000Corporations Act,because Wallin controlsQGH.----- End of picture text -----
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:
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----- Start of picture text ----- Name and ACN/ARSN (if applicable) Nature of associationNil Nil----- End of picture text -----
6. Addresses
The addresses of persons named in this form are as follows:
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----- Start of picture text ----- Name AddressQGold, QGH and Captain Nominees PO Box 10630, Brisbane QLD 4000Wallin,Jo Wallin and Ita Vero 4 Kintyre Street, Brookfield QLD 4069VMC and Redscope Unit 2, 8 Alvan St, Subiaco, WA 6008----- End of picture text -----
Signature
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----- Start of picture text ----- print name Christopher Ian Wallin capacity Authorised signatorysign here date 31 January 2025----- End of picture text -----
DIRECTIONS
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 (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).
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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.