Rox Resources Limited (ASX:RXL) entered into a binding agreement to acquire remaining 50% stake in Youanmi Gold Project from Venus Metals Corporation Limited (ASX:VMC) for AUD 30.8 million on March 31, 2023. The Transaction will be funded through the issue of 110 million Rox Shares to Venus at a deemed issue price of AUD 0.25 each. Venus Managing Director, Matthew Hogan, to be appointed to Rox?s Board. As soon as practical following completion of the Transaction, Venus intends to distribute 55 million Rox shares to eligible Venus shareholders. Following completion of the Transaction, Venus will continue to hold its non-gold interests in the Youanmi JV, Currans Find JV and Venus Metals JV, as well as its interests in its projects other than Youanmi, including the Youanmi Vanadium deposit, Youanmi Base Metals Project, Sandstone Bell Chambers deposit, Bridgetown Greenbushes East Lithium Project, Marvel Loch East Rare Earth Project, Henderson Lithium Gold Nickel Project and Mangaroon Rare Earth Project. Venus has agreed to enter into a voluntary escrow deed for a period of 12 months for the 55 million shares it will retain, subject to certain release events occurring. Venus will retain its current net smelter royalty of 0.7% at the OYG JV tenements. The agreement may be terminated by either party if, amongst other things, any condition precedent is not satisfied or waived (as applicable) within 6 months after execution. A mutual break fee of AUD 0.275 million is payable in certain circumstances. Each party completing its due diligence on the other within 14 days, and the results being satisfactory to each party, in their absolute discretion, Approval by Rox shareholders for the purposes of for the issue of Rox Shares as consideration for the Transaction. Approval by Venus shareholders for the purposes of respect to the proposed in-specie distribution and any other required approvals. Ministerial approval of the transfer of the mining leases the subject of the Transaction. Rox?s legal adviser to the Transaction is Thomson Geer and its financial adviser is Taylor Collison and Venus? legal adviser to the Transaction is Gilbert & Tobin.

Rox Resources Limited (ASX:RXL) completed the acquisition of the remaining 50% stake in Youanmi Gold Project from Venus Metals Corporation Limited on July 7, 2023.