ROX RESOURCES LIMITED — Proxy Solicitation & Information Statement 2006

May 30, 2006

ROX RESOURCES LIMITED

ABN 53 107 202 602

NOTICE OF 2006 GENERAL MEETING

PROXY FORM

AND

EXPLANATORY MEMORANDUM

Date of Meeting 29 June 2006

Time of Meeting 10.00 am WST

Place of Meeting Ground Floor 1 Altona Street West Perth, Western Australia 6005

ROX RESOURCES LIMITED

(ABN 53 107 202 602)

Notice of General Meeting

NOTICE IS HEREBY GIVEN that a General Meeting of the shareholders of Rox Resources Limited ("Company") will be held at Ground Floor, 1 Altona Street, West Perth on 29 June 2006 at 10.00am WST for the purposes of transacting the following business.

The attached Explanatory Memorandum contains information in relation to each of the following Resolutions and should be read in conjunction with this Notice of General Meeting.

SPECIAL BUSINESS

$\mathbf{I}$ . Resolution 1 - Approval of Issue of Shares to First Pacific Mining Lao Co. Ltd

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, the Company approves and authorises the Directors to allot and issue to First Pacific Mining Lao Co. Ltd (or its nominee) 2,000,000 Shares on the terms and conditions more particularly described in the Explanatory Memorandum accompanying this Notice of General Meeting."

$2.$ Resolution 2 - Approval to Issue Shares and Pha Luang Options to Campbell Baird

To consider and, if thought fit, to pass with or without amendment the following resolution as an ordinary resolution:

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, the Company approves and authorises the Directors to allot and issue to Mr Campbell Baird (or his nominee) a total of 350,000 Shares and 350,000 Pha Luang Options, on the terms and conditions more particularly described in the Explanatory Memorandum accompanying this Notice of General Meeting (including Annexure A to the Explanatory Memorandum)."

Resolution 3 - Ratification of Prior Share Issue $\mathbf{3}$ .

To consider, and if thought fit, to pass with or without amendment the following resolution as an ordinary resolution:

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, the Company approves and ratifies the allotment and issue of 6,400,000 Shares at an issue price of $0.45 per Share, on the terms and conditions more particularly described in the Explanatory Memorandum accompanying this Notice of General Meeting."

Resolution 4 - Approval to Issue Shares $\overline{4}$ .

To consider, and if thought fit, to pass with or without amendment the following resolution as an ordinary resolution:

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes the Directors be authorised to allot and issue up to 6,933,333 Shares at an issue price of $0.45, on the terms and conditions more particularly described in the Explanatory Memorandum accompanying this Notice of General Meeting."

$5.$ Resolution 5 - Approval to Grant Incentive Options

To consider, and if thought fit, to pass with or without amendment the following resolution as an ordinary resolution:

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, the Directors be authorised to grant up to 2,500,000 Incentive Options to Bell Potter Securities Limited, on the terms and conditions more particularly described in the Explanatory Memorandum accompanying this Notice of General Meeting (including Annexure B to the Explanatory Memorandum)."

For the purposes of the Resolutions:

"ASX" means Australian Stock Exchange Limited;

"Company" means Rox Resources Limited ABN 53 107 202 602;

"Directors" means the directors of the Company;

"Incentive Option" means an Option exercisable at 67.5 cents on or before the date which is three years from the date of grant and which is otherwise granted on the terms and conditions set out in Annexure B to the Explanatory Memorandum;

"Listing Rules" means the Listing Rules of ASX;

"Option" means an option to acquire a Share;

"Pha Luang Option" means an Option exercisable at 20 cents on or before 30 April 2007 and which is otherwise granted on the terms and conditions set out in Annexure A to the Explanatory Memorandum;

"Shares" means fully paid ordinary shares in the capital of the Company; and

"WST" means Australian Western Standard Time.

By order of the Board

Brett Dickson Company Secretary

Date: 30 May 2006

PROXIES

Votes at the general meeting may be given personally or by proxy, attorney or representative.

A shareholder entitled to attend and vote at the above meeting may appoint not more than two proxies to attend and vote at this meeting. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights.

A proxy may, but need not be, a shareholder of the Company.

The instrument appointing the proxy must be in writing, executed by the appoint or his attorney duly authorised in writing or, if such appointor is a corporation, either under seal or under hand of an officer of his attorney duly authorised.

A proxy form and the authority (if any) under which it is signed or a certified copy of that authority must be deposited at the Company's registered office not less than 48 hours before the time for commencement of the meeting. Please send by post to PO Box 1081, West Perth WA 6872 or by fax to (08) 9486 4933.

VOTING ENTITLEMENTS

In accordance with regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that shares held as at 5.00pm WST on 27 June 2006 will be taken, for the purposes of the general meeting, to be held by persons who held them at that time.

VOTING EXCLUSIONS

As required by the Listing Rules, the Company will disregard any votes cast on the following resolutions by the persons listed.

Resolution	Persons Excluded from Voting
Resolution 1	First Pacific Mining Lao Co. Ltd and Triple Nine Mining Co Ltd,
	and any associate of First Pacific Mining Lao Co. Ltd or Triple Nine
	Mining Co Ltd.
Resolution 2	Mr Campbell Baird and any associate of Mr Baird.
Resolution 3	Any person who participated in the issue of Shares and their
	associates.
Resolution 4	Any person who may participate in the proposed issue and a person
	who might obtain a benefit, except a benefit solely in the capacity of
	a holder of ordinary securities, if the resolution is passed, and any
	associates of those persons.
Resolution 5	Bell Potter Securities Limited and any associates of Bell Potter
	Securities Limited.

However, the Company need not disregard a vote if:

• It is cast by a person as proxy for a person who is entitled to vote, in accordance with × the directions on the proxy form; or
• It is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide shareholders with sufficient information to assess the merits of the resolutions contained in the accompanying Notice of General Meeting of Rox Resources Limited ("Rox" or the "Company").

Resolutions 1 and 2 were put to and passed by shareholders at the Company's 2005 Annual General Meeting held on 24 November 2005. However some of the conditions precedent which were required to be met before the Shares the subject of Resolutions 1 and 2 could be issued were not met within the 3 month time limit imposed by the Listing Rules. Those conditions precedent have now been met or are expected to be met within the next 3 months and accordingly the Resolutions are being put to shareholders again for compliance with Listing Rule 7.1.

RESOLUTION 1 - APPROVAL OF ISSUE OF SHARES TO FIRST PACIFIC MINING LAO CO. LTD

Overview

On 5 April 2005, the Company announced it had reached agreement to acquire a 60% interest in the sulphide portion of the Pha Luang zinc-lead mine ("Pha Luang Project") which lies 160 kilometres north of Vientiane, the capital city of the Lao People's Democratic Republic (Laos) (Figure 1).

The lateral, along strike and across strike extent of the zinc-lead-silver oxide outcrops at Pha Luang, and the intensity and widths of surface mineralisation, suggest that this area has the potential to host a zinc-lead province of world class proportions.

Rox undertook due diligence drilling to test three different types of high-grade surface oxide mineralisation. Drilling of one of the surface oxide types failed to intersect sulphide mineralisation but drilling of the other two returned excellent results and the Company elected to proceed with the Pha Luang Project.

Figure 1

Pha Luang Mine

First Pacific Mining Lao Co. Ltd ("First Pacific") is currently mining and processing highgrade zinc oxide ore at a grade exceeding 30% and producing zinc metal ingots for sale to the Chinese market.

Limited surface exploration in the vicinity of outcropping mineralisation has defined a shallow Inferred Oxide Resource of 800,000 tonnes grading 15.3% zinc (Zn), 5.8% lead (Pb) and 70 $g/t$ silver (Ag) within eight (8) separate deposits over a strike length of 10 km. Resources are defined by limited trenching and mapping to a maximum depth of 20 metres and no exploration or drilling below this has been undertaken. The oxide deposits are almost certainly the weathered expression of massive and breccia hosted zinc-lead sulphides in fresh rock.

The mine is located on the top of the Pha Luang range of limestone hills which rise up to 1,400 metres above the surrounding countryside. First Pacific holds a granted mining concession covering 20 km2.

Mineralisation within the mine occurs in steeply dipping zones of massive hydrozincite $(Zn_5(CO_3)_2(OH)_6)$ , limestone breccia hosted hydrozincite, and zones of massive hydrozincite, smithsonite ( $ZnCO3$ ) and cerrusite ( $PbCO3$ ). Barite (BaSO4) is also abundant. Mineralisation is hosted in massive and brecciated Permian limestones.

Rock chip samples taken by Rox of zinc oxide mineralisation graded up to 51% zinc. Samples from mixed lead-zinc oxide-carbonate mineralisation graded up to 32% lead and 24% zinc, and a sample of partly oxidised galena (lead sulphide) assayed 74% lead and 400 $g/t$ silver.

Multiple zones of mineralisation up to 10 metres thick occur over widths of 50 metres at the mine, where mineralisation can be traced along strike for up to 400 metres. The deposits identified to date together with a number of other zinc- lead oxide mineralised outcrops, occur over 10 kilometres of strike, some 400 metres of vertical elevation within the range of hills and over 2 kilometres across strike. There has been no systematic exploration to determine the lateral extent of these individual deposits or to locate additional deposits.

The style and mineralogy of the mineralisation suggests these are "Mississippi Valley Type" carbonate hosted deposits. The best known example of these in Australia are the Lennard Shelf deposits in the north Kimberley region of Australia, which hosted in excess of 20 million tonnes grading at better than 10% combined Pb-Zn. The target on First Pacific's mining concession is for a similar or better deposit. The deposits typically produce a very clean low-iron zinc concentrate that attracts premium prices.

Drilling Results

Drilling by the Company has discovered a thick and continuous zone of lead-zinc sulphide mineralisation at the Nam Yen prospect within the Pha Luang project in Laos.

Drilling was targeted at the source of a 200x100 metre lead-zinc soil anomaly and outcropping oxide-sulphide mineralisation.

Significant results include:

PLR008:	4 metres grading 26.2% combined Pb+Zn from surface
PLR009:	6 metres grading 11.6% combined Pb+Zn, from 4 metres
PLR010:	8 metres grading 8.7% combined Pb+Zn, from 16 metres
PLR015:	33 metres grading 11.4% combined Pb+Zn, from 4 metres
PLR016:	27 metres grading 10.5% combined Pb+Zn from 3 metres
PLR025:	19 metres grading 8.6% combined Pb+Zn from 17 metres

Peak values in drilling are 30.3% Pb, 9.2% Zn and 95 g/t Ag.

The mineralisation consists of galena (lead sulphide) and sphalerite (zinc sulphide) hosted in a limestone breccia. This style of mineralisation is typical of MVT deposits, and grades of typical mined sulphide MVT deposits average 8.6% combined lead and zinc worldwide. Usually zinc grade exceeds lead grade.

The Nam Yen results however, indicate a lead-rich zone providing direct comparison to the 110 million tonne lead-rich Viburnum Trend deposits in the USA which graded 6.9% Pb, 1.5% Zn, with 8.4% combined Pb and Zn on average.

Nam Yen is one of four major soil anomalies delineated to date at the Pha Luang project. A further 12 known occurrences of mineralisation have yet to be mapped and soil sampled to generate drill targets.

sampled to generate drill targets as follows:
Prospect	Description	Activity
Pha Daeng	Major soil anomaly with high-المشاوي بالمتحمد ويستور الإرسام الإرجاح الحالة وسحا	Road access construction underway

A number of further known occurrences of mineralisation have yet to be mapped and soil

Prospect	Description	Activity
Pha Daeng	Major soil anomaly with high-grade lead and zinc rock chipresults	Road access construction underway
Pha Luang 1	Major soil anomaly	Geological mapping underway
Bon Noi	Major soil anomaly	Initial drilling completed (assayspending), further drilling planned,road access construction underway
Pha Luang 2/3	Outcropping lead sulphide andzinc oxide	Soil sampling, geological mapping anddrill access preparation underway
Khamseuk	Outcropping lead sulphide	Soil sampling, geological mapping anddrill access preparation underway
Phaytoun	Outcropping lead sulphide	Soil sampling and geological mappingunderway
Middle	High grade rock chip samples	Soil sampling and geological mappingunderway
Pha Noi	High grade rock chip samples	Soil sampling and geological mappingplanned
Pha Sod (1-5)	High grade rock chip samples	Soil sampling and geological mappingplanned
Pha Jom	High grade rock chip samples	Soil sampling and geological mappingplanned

Infrastructure

The Pha Luang Project is situated close to the main north-south bitumen highway through Laos, and is adjacent to power lines, water supplies and established towns. Relief in the area is moderate to extreme, however road access to the top of the range has been established, and the high relief will aid the underground mining techniques envisaged. There is abundant water for process needs, and there is ample suitable ground for establishment of mine infrastructure. The town of Vangvieng is 15 km south of the mine area.

About Laos

The Lao People's Democratic Republic (Lao PDR) is located on the Indo-China Peninsula, is bordered by Thailand, Myanmar, China, Vietnam and Cambodia, and covers an area of 237,000 km2 (similar in size to the State of Victoria). After many changes of its political system, political stability was achieved in 1975 when the Lao PDR was established by independence party the Pathet Lao.

Laos has promoted economic liberalisation since 1986 with a shift from a planned economy towards a free market system. The result was a shift towards a market-based economy, which guarantees amongst other things, the right for each Lao citizen to own private property and provides protection for both domestic and foreign investment. From 1993 to 1997 the country enjoyed strong annual economic growth of 7% p.a., and after the Asian financial crisis, it has again enjoyed strong economic growth from 2002 to 2004 of about 5.8% p.a. In 1997 Laos was admitted to the Association of South East Asian Nations (ASEAN) and is in the process of joining the World Trade Organisation (WTO).

2002 was the 50th anniversary of the establishment of diplomatic relations between Australia and Laos. According to the Department of Foreign Affairs and Trade, Australia enjoys a positive reputation in Laos both as a result of this long unbroken relationship and a high profile development cooperation program.

The Mining and Foreign Investment Laws in Laos allow foreign investment as evidenced by recent activity by three Australian companies, Oxiana Limited, Pan Australian Resources Limited and Argonaut Limited. Many Chinese and Thai companies have been investing in Laos mining and infrastructure projects for years

Oxiana Limited has successfully developed the Sepon gold-copper mine, which is the single largest capital investment in Laos. Pan Australian Resources Limited recently received funding for construction of their Phu Bia gold-copper project in Laos, 60km from the Pha Luang zinc mine.

Commercial Terms

Subject to obtaining all necessary government and ASX approvals, Rox may acquire a 60% interest in the Pha Luang Project as follows:

• 1. Issue of 2,000,000 Shares to First Pacific at completion of due diligence (note that due diligence is complete).
• Upon reaching a JORC compliant resource of 4 million tonnes grading >10% combined 2. zinc-lead at a 3% zinc-lead cut-off, issue First Pacific 3,000,000 Shares.
• Complete a feasibility study, and if positive, issue 9,000,000 Shares to First Pacific. 3.

In light of the uncertainty regarding the timeframes for achievement of the second and third milestones described above, shareholder approval for tranches 2 and 3 (if required) will be sought at a later date.

In addition, Rox will have first right of refusal for 2 years to acquire interests in First Pacific's extensive portfolio of Lao mining projects, which include a coal deposit (currently being mined), an iron ore project, and a gold project covering an area of 800 km2.

The joint venture with First Pacific offers Rox a quick entry into the country with an established and credible Lao mining company, as this partner has extensive contact networks within Laos and with various government agencies. First Pacific will assist Rox to obtain the necessary foreign investment approvals from government.

Rox will explore and develop the sulphide portions of the deposits. First Pacific will continue to mine and process the oxide portion of the deposits and Rox will have no interest in the current mine.

Listing Rule 7.1

Listing Rule 7.1 requires shareholder approval to the proposed issue of Shares in the Company. Listing Rule 7.1 broadly provides, subject to certain exceptions, that shareholder approval is required for any issue of Securities by a listed company, where the Securities proposed to be issued represent more than 15% of the Company's Shares then on issue.

The following information in relation to the Shares is provided to shareholders for the purposes of Listing Rule 7.3:

• the maximum number of Shares to be issued by the Company is 2,000,000 Shares; $(a)$
• the Shares will be issued no later than three months after the date of the Meeting $(b)$ unless otherwise extended by way of ASX granting a waiver to Listing Rule 7.3.2;
• the deemed issue price of the Shares to be issued under Resolution 1 is 15 cents each. $(c)$
• $(d)$ the Company has been advised that First Pacific Mining Lao Co. Ltd will be nominating Triple Nine Mining Co Ltd to receive 50% of the Shares to be issued. Therefore the allottees will be First Pacific Mining Lao Co. Ltd as to 1,000,000 Shares and Triple Nine Mining Co Ltd as to 1,000,000 Shares. The allottees are not related parties of the Company;
• the Shares are ordinary fully paid shares in the capital of the Company and rank $(e)$ equally in all respects with the existing ordinary fully paid shares on issue; and
• $(f)$ no funds will be raised from the issue, but the issue comprises part consideration for the purchase by the Company of a 60% interest in the sulphide portion of the Pha Luang Project.

RESOLUTION 2 - APPROVAL TO ISSUE SHARES AND PHA LUANG OPTIONS TO CAMPBELL BAIRD

Background

On 11 July 2005 the Company entered into a letter agreement with Mr Campbell Baird which formalised an earlier verbal agreement between the Company and Mr Baird, to pay him a finder's fee in recognition of his introduction to the Company of the Pha Luang Project described above.

The finder's fee is to be payable upon the Company's completion of a due diligence and a decision to proceed with the Pha Luang Project. Both of these pre-conditions have been satisfied.

The finder's fee is payable as follows:

• 350,000 Shares at a deemed issue price of 10.5 cents per Share, being the average share $(a)$ price in the five days prior to the Company's announcement of the acquisition of the 60% interest in the sulphide portion of the Pha Luang Project; and
• 350,000 Pha Luang Options on the terms and conditions set out in Annexure A. $(b)$

Subject to the passing of Resolution 1 and this Resolution 2, the 350,000 Shares and the 350,000 Pha Luang Options will be issued at the same time as the 2,000,000 Shares are issued to First Pacific pursuant to Resolution 1 above.

Listing Rule 7.1

Listing Rule 7.1 requires shareholder approval to the proposed issue of Shares and Pha Luang Options in the Company. Listing Rule 7.1 broadly provides, subject to certain exceptions, that shareholder approval is required for any issue of Securities by a listed company, where the Securities proposed to be issued represent more than 15% of the Company's Shares then on issue.

The following information in relation to the Shares and Pha Luang Options is provided to shareholders for the purposes of Listing Rule 7.3:

• the maximum number of Securities to be issued by the Company is 350,000 Shares and $(a)$ 350,000 Pha Luang Options:
• the 350,000 Shares and the 350,000 Pha Luang Options will be issued no later than $(b)$ three months after the date of the Meeting unless otherwise extended by way of ASX granting a waiver to Listing Rule 7.3.2;
• the deemed issue price of the 350,000 Shares to be issued under Resolution 2 is 10.5 $(c)$ cents each, being the average share price in the five days prior to the Company's announcement to ASX of the acquisition of the 60% interest in the Pha Luang Project. The Pha Luang Options are issued for nil consideration.
• the allottee is Mr Campbell Baird or his nominee, who is not a related party of the $(d)$ Company;
• the Shares are ordinary fully paid shares in the capital of the Company and rank $(e)$ equally in all respects with the existing ordinary fully paid shares on issue. The Pha Luang Options have an exercise price of 20 cents and an expiry date of 30 April 2007. The full terms of the Pha Luang Options are set out in Annexure A of this Explanatory Memorandum; and
• no funds will be raised from the issue, but the issue comprises consideration for the $(f)$ finder's fee which the Company has agreed to pay Mr Baird.

RESOLUTION 3 - RATIFICATION OF PRIOR SHARE ISSUE

On 16 May 2006, the Company announced it had reached agreement with Bell Potter Securities Limited to raise $6.0 million to provide funds to continue and accelerate exploration at the Company's Pha Luang Project in Laos. The raising was completed by way of an immediate placement of 6,400,000 Shares at $0.45 per Share and a subsequent placement subject to shareholder approval. The Company had capacity to place the 6,400,000 Shares without Listing Rule 7.1 approval and accordingly is seeking ratification of the placement of those Shares pursuant to Listing Rule 7.4. Resolution 4 is seeking approval for the placement of up to 6,933,333 Shares at an issue price of $0.45 per Share, all of which falls outside the Company's 15% capacity.

In summary, Listing Rule 7.4 allows a company to seek subsequent approval from shareholders of an issue of shares so that the issue of shares does not count towards the 15% limit on issues without shareholder approval contained in Listing Rule 7.1. Listing Rule 7.1 provides that a company may only issue up to 15% of its share capital in any 12 month period without first obtaining the approval of shareholders by ordinary resolution, subject to certain exceptions.

Pursuant to Resolution 3, the Directors are seeking ratification under Listing Rule 7.4 of the issue of 6,400,000 Shares that was made on 24 May 2006 in order to restore the right of the Company to issue further Shares within the 15% limit during the next 12 months.

The following information in relation to this Resolution 3 is provided to shareholders for the purposes of Listing Rule 7.5:

• 6,400,000 Shares were allotted; $(a)$
• the Shares were issued at a price of $0.45 each; $(b)$
• the Shares issued are fully paid ordinary shares in the capital of the Company and $(c)$ rank equally in all respects with the existing fully paid ordinary shares on issue;
• the Shares were issued to various institutional and sophisticated investors introduced $(d)$ by Bell Potter Securities Limited, each of them unrelated parties of the Company; and
• funds raised from the issue will be used to continue and accelerate exploration at the (e) Company's Pha Luang Project in Laos.

RESOLUTION 4 - APPROVAL TO ISSUE SHARES

Resolution 4 seeks shareholder approval to the issue of a maximum of 6,933,333 Shares at an issue price of $0.45 to raise up to $3,120,000.

As noted above, Listing Rule 7.1 requires shareholder approval to the proposed issue of Shares in the Company. Listing Rule 7.1 broadly provides, subject to certain exceptions, that shareholder approval is required for any issue of Securities by a listed company, where the Securities proposed to be issued represent more than 15% of the company's securities then on issue.

The following information in relation to the Resolution 4 is provided to shareholders for the purposes of Listing Rule 7.3:

• the maximum number of Shares to be issued is 6,933,333; $(a)$
• the Company will allot and issue the 6,933,333 Shares no later than 3 months after the $(b)$ date of the Meeting, unless otherwise extended by way of ASX granting a waiver to Listing Rule 7.3.2;
• $(c)$ the Shares will be issued at $0.45 each;
• the Shares will be issued and allotted as various institutional and sophisticated $(d)$ investors introduced by Bell Potter Securities Limited, all of which will be unrelated parties of the Company.
• the Shares will be fully paid ordinary shares in the capital of the Company and rank $(e)$ equally in all respects with the existing fully paid ordinary shares on issue; and

$(f)$ the purpose of the issue is to raise funds to continue and accelerate exploration at the Company's Pha Luang Project in Laos.

RESOLUTION 5 - APPROVAL TO GRANT INCENTIVE OPTIONS

As detailed above, on 16 May 2006, the Company announced it had reached agreement with Bell Potter Securities Limited to issue up to 13,333,333 shares at $0.45 each to raise up to $6 million to provide funds to continue and accelerate exploration at the Company's Pha Luang project in Laos. As an incentive, if Bell Potter Securities Limited raised the full $6 million the Company agreed to grant to Bell Potter Securities Limited 2,500,000 Incentive Options for nil consideration, with an exercise price equal to the share issue price plus 50% and an expiry date of three years from the date of grant.

In summary, Listing Rule 7.1 provides that, subject to certain exceptions, a company may only issue up to 15% of its share capital in any 12 month period without first obtaining the approval of shareholders by ordinary resolution. The Company may not have capacity to place the 2,500,000 Incentive Options without Listing Rule 7.1 approval and accordingly is seeking such approval in Resolution 5.

Pursuant to Resolution 5, the Directors are seeking approval for the grant of 2,500,000 Incentive Options to retain the flexibility to issue further securities representing up to 15% of the Company's share capital during the next 12 months.

The following information in relation to Resolution 5 is provided to shareholders for the purposes of Listing Rule 7.3:

• the maximum number of Incentive Options to be granted is 2,500,000; $(a)$
• $(b)$ the Company will grant the 2,500,000 Incentive Options no later than 3 months after the date of the Meeting, unless otherwise extended by way of ASX granting a waiver to Listing Rule 7.3.2;
• the Incentive Options will be granted for no cash consideration; $(c)$
• $(d)$ the Incentive Options will be granted to Bell Potter Securities Limited, which is not a related party of the Company; and
• $(e)$ the Incentive Options have an exercise price of $0.675 and an expiry date of three years from grant. The full terms of the Incentive Options are set out in Annexure B of this Explanatory Memorandum.

GLOSSARY

"ASX"	means Australian Stock Exchange Limited;
"Company" or "Rox"	means Rox Resources Limited ABN 53 107 202 602;
"Directors"	means the directors of the Company;
"Explanatory Memorandum"	means this information attached to the Notice, whichprovides information to shareholders about the resolutionscontained in the Notice;
"First Pacific"	means First Pacific Mining Lao Co. Ltd;
"Incentive Options"	means the Options having the terms and conditions setout in Annexure B to the Explanatory Memorandum andproposed to be granted pursuant to Resolution 5;
"Listing Rules"	means the listing rules of ASX;
"Meeting"	means the general meeting the subject of the Notice;
"Notice" or "Notice of Meeting"	means the notice of general meeting which accompaniesthis Explanatory Memorandum;
"Option"	means an option to acquire a Share;
"Pha Luang Options"	means the Options having the terms and conditions set outin Annexure A to the Explanatory Memorandum andproposed to be granted pursuant to Resolution 2;
"Securities"	means Shares and Options;
"Shares"	means fully paid ordinary shares issued in the capital ofthe Company

ANNEXURE A

TERMS AND CONDITIONS OF PHA LUANG OPTIONS

• 1. No monies will be payable for the issue of the Options.
• $\overline{2}$ . The Options shall expire on 30 April 2007 ("Expiry Date").
• Subject to condition 11 each Option shall carry the right in favour of the option holder 3. to subscribe for one fully paid ordinary share in the capital of the Company ("Share"). Options may be exercised after the date of issue and prior to 5.00pm on 30 April 2007 ("Exercise Period").
• 1. Subject to condition 11 the Shares allotted to option holders on exercise of options shall be issued at a price of 20.0 cents each ("Exercise Price").
• 1. Subject to condition 11 the Exercise Price of Shares the subject of the Options shall be payable in full on exercise of the Options.
• Options shall be exercisable by the delivery to the registered office on the Company of 6. a notice in writing stating the intention of the Option holder to:
  • exercise all or a specified number of Options; and $(a)$
  • pay the subscription monies in full for the exercise of each Option. $(b)$

The notice must be accompanied by a cheque made payable to the Company for the subscription monies for the Shares. An exercise of only some Options shall not affect the rights of the Option holder to the balance of the Options held by him.

• 1. The Company shall allot the resultant Shares and deliver the holding statement within fourteen business days of the exercise of the Option.
• The Options shall only be transferable to a related party. 8.
• 1. Shares allotted pursuant to an exercise of Options shall rank, from the date of allotment, equally with existing ordinary fully paid Shares of the Company in all respects.
• 1. If the Company's Shares become listed on the Australian Stock Exchange ("ASX") the Company shall in accordance with the Listing Rules of ASX make application to have Shares allotted pursuant to an exercise of Options listed for official quotation.
• 1. In the case of any entitlements issue (other than a bonus issue) the Exercise Price of the Option shall be reduced according to the following formula:

$O' = O - E[P - (S + D)]$ $N + 1$

• $Oi$ $\equiv$ the new exercise price of the Option

• the old exercise price of the Option $\Omega$ $\frac{1}{2}$

• $E$ the number of underlying securities into which one Option is exercisable $\equiv$

• $\mathbf{P}$ $\equiv$ the average market price per share (weighted by reference to volume) of the underlying securities during the five trading days ending on the day before the ex-rights date or ex-entitlements date.

• $\overline{S}$ the subscription price for a security under the pro-rata issue. $\equiv$

• D $\equiv$ the dividend due but not yet paid in the existing underlying securities (except those to be issued under the pro-rata issue).

• $\overline{N}$ the number of securities with rights or entitlements that must be held to $\equiv$ receive a rights to one new security.

• 1. In the case of a bonus issue the number of Shares over which the Option is exercisable shall be increased by the number of Shares which the Option holder would have received if the Option had been exercised before the record date for the bonus issue. The Company shall notify the ASX of the adjustments in accordance with the Listing Rules.
• 1. In the event of any reconstruction (including consolidation, subdivisions, reduction or return) of the authorised or issued capital of the Company, the number of the Options or the exercise price of the Options or both shall be reconstructed (as appropriate) in accordance with the Listing Rules of ASX.
• 1. The Options will not give any right to participate in dividends until shares are allotted pursuant to the exercise of the relevant Options.
• 1. There are no participating rights or entitlements inherent in the Options and holders of the Options will not be entitled to participate in new issues of capital that may be offered to shareholders during the currency of the Option.

ANNEXURE B

TERMS AND CONDITIONS OF INCENTIVE OPTIONS

• No monies will be payable for the issue of the Options. 1.
• $2.$ A certificate will be issued for the Options.
• 1. The Options expire at 5pm Western Standard Time three years from date of issue ("Expiry Date").
• The Option is a right in favour of the option holder to subscribe for one fully paid ordinary 4. share in the capital of the Company ("Share").
• 1. The option holder may exercise Options any time prior to the Expiry Date.
• Shares allotted to option holders on exercise of Options shall be issued at 67.5 cents each 6. ("Exercise Price").
• The Exercise Price of Shares the subject of the Options shall be payable in full on exercise of $71$ the Options.
• Options shall be exercisable in multiples of 100,000 Shares by the delivery to the registered 8. office of the Company of a notice in writing stating the intention of the option holder to:
  • exercise all or a specified number of Options; and $(i)$
  • (ii) pay the subscription monies in full for the exercise of each Option.

The notice must be accompanied by the option certificate and a cheque made payable to the Company for the subscription monies for the Shares. An exercise of only some Options shall not affect the rights of the option holder to the balance of the Options held by the option holder. For the avoidance of doubt, the Company must issue to the option holder a replacement option certificate for the balance of the unexercised Options, if any.

• $91$ The Company shall allot the resultant Shares and deliver a holding statement with respect to the resultant Shares within five business days of the exercise of the Option.
• 1. The Company shall within three business days of any exercise of the Options apply for official quotation on the Australian Stock Exchange Limited of the Shares allotted pursuant to the exercise of any of the Options.
• 1. The Options shall be freely transferable but will not be listed on the Australian Stock Exchange Limited.
• $12.$ Shares allotted pursuant to an exercise of Options shall rank, from the date of allotment, equally with existing ordinary fully paid Shares of the Company in all respects.
• In the event of any re-organisation of the issued capital of the Company (including 13. consolidation, subdivisions, reduction, return or cancellation), the rights of the option holder will be changed to the extent necessary to comply with the stock exchange listing rules applying to a re-organisation of capital at the time of the re-organisation to ensure that

following such re-organisation the options holder's rights are not adversely affected by such re-organisation.

• 1. The Options will not give any right to participate in dividends, bonus issues or entitlement issues until Shares are allotted pursuant to the exercise of the relevant Options. There is no right to change the exercise price of the Options nor the number of underlying Shares over which the Options can be exercised, if the Company completes a bonus or new issue.
• 1. The option holder is entitled to participate in new securities offered to shareholders of the Company to the extent that it has exercised any Options prior to the date that is ten business days prior to the books closing date for the new issue. The Company shall give the option holder at least 15 business days written notice prior to the closing date for any pro-rata issue of shares or other securities of the Company, so as to enable the option holder to exercise its Options prior to this date and thus participate in the issue if the option holder so desires.

$\begin{matrix}\textbf{ROX RESQURCES}\textbf{LIMITED}\ \textbf{ABN}\textbf{ 53}\textbf{ 107}\textbf{ 202}\textbf{ 602}\end{matrix}$ PROXY FORM

The Company SecretaryRox Resources Limited
Address: .	Ground Floor, 1 Altona Street
	WEST PERTH WA 6005
Facsimile:	$(08)$ 9486 4933
I/We (name of shareholder)
of (address)	______________________________________
	being a member/members of Rox Resources Limited HEREBY APPOINT
(name)
of (address)
	and/or failing him (name)
of (address)
	or failing that person then the Chairman of the General Meeting as my/our proxy to vote for me/us and on my/our behalf at the General
	Meeting of the Company to be held on 29 June 2006 at 10.00am at Ground Floor, 1 Altona Street, West Perth, WA and at any adjournment
of the meeting.
	Should you so desire to direct the Proxy how to vote, you should place a cross in the appropriate box(es) below:
	I/We direct my/our Proxy to vote in the following manner:		For	Against	Abstain
Resolution 1 - Approval of Issue of Shares to First Pacific MiningLao Co. Ltd
	Resolution 2 - Approval to Issue Shares and Pha Luang Optionsto Campbell Baird
	Resolution 3 - Ratification of Prior Share Issue
Resolution 4 - Approval to Issue Shares
Resolution 5 - Approval to Grant Incentive Options
	If no directions are given my proxy may vote as the proxy thinks fit or may abstain.
The Chairman intends to vote undirected proxies in favour of the Resolutions.
Dated:	2006
	This Proxy is appointed to represent ___% of my voting right, or if 2 proxies are appointed Proxy 1represents ____% and Proxy 2 represents ___% of my total votesMy total voting right is	shares
If the shareholder is an individual:
	Signature: Manufacture Signature:
	$\rm N!\rm ame$ : ____________________________________
If the shareholder is a company:
Affix common seal (if required by Constitution)
	Director/Sole Director and Secretary	Director/Secretary	.

9joW

INSTRUCTIONS FOR APPOINTMENT OF PROXY

• $\mathbf{L}$ A shareholder entitled to attend and vote is entitled to appoint no more than two proxies to attend and vote at this General Meeting as the shareholder's proxy. A proxy need not be a shareholder of the Company.
• Where more than one proxy is appointed, each proxy must be appointed to represent a specific $21$ proportion of the shareholder's voting rights. If such appointment is not made then each proxy may exercise half of the shareholder's voting rights. Fractions shall be disregarded.
• $\overline{3}$ . The proxy form must be signed personally by the shareholder or his attorney, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed under either the common seal of the corporation or under the hand of an officer of the Company or its duly authorised attorney. In the case of joint shareholders, this proxy must be signed by at least one of the joint shareholders, personally or by a duly authorised attorney.
• $\overline{4}$ . If a proxy is executed by an attorney of a shareholder, then the original of the relevant power of attorney or a certified copy of the relevant power of attorney, if it has not already been noted by the Company, must accompany the proxy form.
• 1. To be effective, forms to appoint proxies must be received by the Company no later than 48 hours before the time appointed for the holding of this General Meeting that is by 10.00am WST on 27 June 2006 by post or facsimile to the respective addresses stipulated in this proxy form.
• $6.$ If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:
  • $(a)$ the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way:
  • if the proxy has 2 or more appointments that specify different ways to vote on the $(b)$ resolution, the proxy must not vote on a show of hands;
  • if the proxy is Chairperson, the proxy must vote on a poll and must vote that way; and $(c)$
  • if the proxy is not the Chairperson, the proxy need not vote on a poll, but if the proxy $(d)$ does so, the proxy must vote that way.

If a proxy is also a shareholder, the proxy can cast any votes the proxy holds as a shareholder in anyway that the proxy sees fit.