ROX RESOURCES LIMITED — AGM Information 2018

Oct 25, 2018

Rox Resources Limited ABN 53 107 202 602 Notice of Annual General Meeting and Explanatory Memorandum

Date of Meeting

29 November 2018

Time of Meeting 10.00am (WST)

Place of Meeting

The Celtic Club 48 Ord Street West Perth WA 6005

A Proxy Form is enclosed

Please read this Notice of Annual General Meeting and Explanatory Memorandum carefully.

If you are unable to attend the Annual General Meeting, please complete and return the enclosed Proxy Form in accordance with the specified directions.

Rox Resources Limited

ABN 53 107 202 602

Notice of Annual General Meeting

NOTICE IS GIVEN that an Annual General Meeting of Shareholders of Rox Resources Limited ABN 53 107 202 602 (Company) will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on 29 November 2018 at 10.00am (WST) for the purpose of transacting the business referred to in this Notice of Annual General Meeting.

An Explanatory Memorandum containing information in relation to each of the following Resolutions accompanies this Notice. Terms used in the Resolutions contained in this Notice have the meaning given to them in the glossary in the Explanatory Memorandum.

Agenda

Financial Reports

To receive and consider the financial report of the Company, together with the Directors' Report and the Auditor's Report for the year ended 30 June 2018, as set out in the Annual Report.

Resolution 1 – Non-Binding Resolution to adopt Remuneration Report

To consider and, if thought fit, pass the following resolution as a non-binding resolution:

"That for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 30 June 2018 be adopted."

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Memorandum for further details on the consequences of voting on this Resolution 1.

Voting exclusion statement: A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties.

However, a person described above may cast a vote on Resolution 1 if:

• (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed Resolution or the proxy is the Chairman of the Meeting and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; and
• (b) it is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties.

Further, a Restricted Voter who is appointed as a proxy must not vote on Resolution 1 unless:

• (a) the appointment specifies the way the proxy is to vote on Resolution 1; or
• (b) the proxy is the Chairman of the Meeting and the appointment expressly authorises the Chairman to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Shareholders should note that the Chairman intends to vote any undirected proxies in favour of Resolution 1. However, in exceptional circumstances, the Chairman of the Meeting may change his voting intention on Resolution 1, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chairman to vote against Resolution 1 or to abstain from voting.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

Resolution 2 – Re-election of Mr Brett Dickson as a Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, Mr Brett Dickson, who retires in accordance with clause 13.2 of the Constitution and, being eligible for re- election, be re-elected as a Director."

Resolution 3 – Approval of Additional 10% Placement Capacity

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That, for the purposes of Listing Rule 7.1A and all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum."

Voting exclusion statement: The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of a person who is expected to participate in the proposed issue or who will obtain a material benefit as a result of the proposed issue (except a benefit solely in the capacity of a holder of ordinary securities), if the resolution is passed, and any person who is an Associate of those persons. However, the Company need not disregard a vote if:

• (a) 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
• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Other business

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

By order of the Board

Brett Dickson Finance Director & Company Secretary

Dated: 19 October 2018

How to vote

Shareholders can vote by either:

• attending the Meeting and voting in person or by attorney or, in the case of corporate Shareholders, by appointing a corporate representative to attend and vote; or
• appointing a proxy to attend and vote on their behalf using the Proxy Form accompanying this Notice and by submitting their Proxy Form online, by mobile, by post or by facsimile.

Voting in person or by attorney

Shareholders, or their attorneys, who plan to attend the Meeting are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, if possible, so that their holding may be checked against the Company's share register and their attendance recorded. A certified copy of the Power of Attorney, or the original Power of Attorney, must be received by the Company in the same manner, and by the same time as outlined for proxy forms below.

Voting by a corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. Written proof of the representative's appointment (including any authority under which it is signed) must be lodged with, or presented to the Company before the Meeting.

Voting by proxy

• A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and to speak at the Meeting.

• The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).

• A proxy need not be a Shareholder. The proxy can be either an individual or a body corporate.

• If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit. However, where a Restricted Voter is appointed as a proxy, the proxy may only vote on Resolution 1 if the proxy is the Chairman of the Meeting and the appointment expressly authorises the Chairman to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

• Should any resolution, other than those specified in this Notice, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.

• If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the Shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

• A Shareholder who returns their Proxy Form with a direction how to vote, but does not nominate the identity of their proxy, will be taken to have appointed the Chairman of the Meeting as their proxy to vote on their behalf. If a Proxy Form is returned with a direction how to vote, but the nominated proxy (who is not Chairman of the Meeting) does not attend the Meeting or does not vote on the relevant Resolution(s), the Chairman of the Meeting will act in place of the nominated proxy and vote on a poll in accordance with any instructions.

• Proxy appointments in favour of the Chairman of the Meeting, the secretary or any Director that do not contain a direction how to vote will be used, where possible, to support each of the Resolutions proposed in this Notice, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed Resolutions. These rules are explained in this Notice. However, in exceptional circumstances, the Chairman of the Meeting may change his voting intention, in which case an ASX announcement will be made.

• Proxies must be received by 10.00am (WST) on 27 November 2018. Proxies received after this time will be invalid.

• Proxies may be lodged using any of the following methods:

  • − Online: www.investorvote.com.au
  • − By mobile: Scan the QR Code on your proxy form and follow the prompts.
  • − By mail: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia
  • − By Facsimile: (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555
  • − Custodian voting: For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions
  • − For all enquiries call: (within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Shareholders who are entitled to vote

In accordance with regulation 7.11.37 and 7.11.38 of the Corporations Regulations, the Board has determined that a person's entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 4.00pm (WST) on 27 November 2018.

Rox Resources Limited

ABN 53 107 202 602

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 Annual General Meeting of the Company.

Certain abbreviations and other defined terms are used throughout this Explanatory Memorandum. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations are set out in the Glossary to the Explanatory Memorandum.

Financial Reports

The Board is required to lay before the Meeting the consolidated annual financial report of the Company for the financial year ended 30 June 2018, together with the Directors' report (including the Remuneration Report) and the Auditor's Report on the financial report. No resolution is required to be moved in respect of this item.

Shareholders will be given a reasonable opportunity at the Meeting to ask questions and to make comments on the reports and on the management of the Company.

The Chairman will also give Shareholders a reasonable opportunity to ask the Auditor or the Auditor's representative questions relevant to: the conduct of the audit; the preparation and content of the independent audit report; the accounting policies adopted by the Company in relation to the preparation of the financial statements; and the independence of the Auditor in relation to the conduct of the audit.

The Chairman will also allow a reasonable opportunity for the Auditor or their representative to answer any written questions submitted to the Auditor under section 250PA of the Corporations Act.

A copy of the Company's 2018 Annual Report is available on the ASX website or at http://www.roxresources.com.au/investors-2/annual-reports/.

Resolution 1 – Adoption of Remuneration Report

Section 250R(2) of the Corporations Act requires the Company to put to its Shareholders a resolution that the Remuneration Report as disclosed in the Company's 2018 Annual Report be adopted. The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to Directors, sets out remuneration details for each Director and any service agreements and sets out the details of any equity based compensation.

The Remuneration Report also details the Company's long term incentive (LTI) policy. In accordance with that LTI policy, each year the Board puts to shareholders a proposal to award options to directors. However, this year, the Board has resolved not to make such a proposal and will review the structure of its incentive programs over the next few months.

Shareholders are entitled to vote on the question as to whether the Remuneration Report is to be adopted. However, the vote on Resolution 1 is advisory only and does not bind the Directors or the Company. The Chairman will give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report at the Meeting.

Under the Corporations Act, if at least 25% of the votes cast are against adoption of the Remuneration Report at two consecutive annual general meetings, the Company will be required to put a resolution to the second annual general meeting (Spill Resolution), to approve calling a general meeting (Spill Meeting). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must then convene a Spill Meeting within 90 days of the second annual general meeting. All of the Directors who were in office when the applicable Directors' Report was approved, other than any Managing Director, will need to stand for re-election at the Spill Meeting if they wish to continue as Directors.

The Remuneration Report for the financial year ended 30 June 2017 did not receive a vote of more than 25% against its adoption at the Company's 2017 annual general meeting held on 23 November 2017. Accordingly, if at least 25% of the votes cast on Resolution 1 are against adoption of the Remuneration Report it will not result in the Company putting a Spill Resolution to Shareholders.

Resolution 2 – Re-election of Mr Brett Dickson as a Director

Pursuant to Clause 13.2 of the Company's Constitution, Brett Dickson, being a Director, retires by way of rotation and, being eligible, offers himself for re-election as a Director.

Mr Dickson has a successful corporate career focusing on the start-up, restructuring, management, growth and financing of emerging publicly listed exploration and mining companies. This experience ranges through a spectrum of activities; from capital and debt raisings, corporate restructuring and stock exchange listings. He has been a director of, and involved in the executive management of, a number of publicly listed resource companies with operations in Australia, Finland, the Ukraine, Laos, Papua New Guinea, South Africa, Chile and Mexico. Mr Dickson is also a Director (Finance Director) and Company Secretary of ASX listed company, Oro Verde Limited, and Chief Financial Officer and Company Secretary of Azure Minerals Limited.

Mr Dickson has a Bachelor degree in Economics and Finance and is a Fellow of the Australian Society of Certified Practising Accountants.

Mr Dickson was first appointed to the Board as a Director on 31 March 2010. The Board considers that Mr Dickson, if re-elected, will continue to be classified as a non-independent director, due to his executive position with the Company as its Company Secretary.

The members of the Board (other than Mr Dickson) support the re-election of Mr Dickson.

Resolution 3 – Approval of Additional 10% Placement Capacity

Background

In addition to a company's 15% placement capacity under Listing Rule 7.1, an "eligible entity" which has obtained Shareholder approval for the purposes of Listing Rule 7.1A via a special resolution may issue, or agree to issue, Equity Securities up to 10% of its issued share capital over a 12-month period after the annual general meeting at which the approval is sought (Additional 10% Placement Capacity).

An entity will be an "eligible entity" able to seek approval under Listing Rule 7.1A if:

• (a) the entity has a market capitalisation of $300 million or less; and
• (b) the entity is not included in the S&P ASX 300 Index.

The Company has a market capitalisation of approximately $13.8 million as at 8 October 2018 and is an eligible entity for the purposes of Listing Rule 7.1A.

Resolution 3 seeks Shareholders' approval to issue, or agree to issue, additional Equity Securities under the Additional 10% Placement Capacity. The approval of the Additional 10% Placement Capacity provides greater flexibility for the Board to issue, or agree to issue, Shares in the 12-month period following the Meeting. It is anticipated that funds raised by the issue of Equity Securities under the Additional 10% Placement Capacity would be applied towards the Company's exploration activities, the acquisition of new assets (should suitable assets be found), administration costs and general working capital.

If passed, Resolution 3 will allow the Company to issue, or agree to issue, Equity Securities under Listing Rule 7.1A during the Additional Placement Period (as defined below) without using the Company's 15% placement capacity under Listing Rule 7.1.

Listing Rule 7.1A

Equity Securities issued under the Additional 10% Placement Capacity must be in the same class as an existing quoted class of Equity Securities of the Company. As at the date of this Notice, the Company has quoted Shares on issue.

As at the date of this Notice, the Company has 1,258,780,571 Shares on issue. Therefore, based on the number of Shares on issue as at the date of this Notice and subject to Shareholders approving Resolution 3, the Company may issue 125,878,057 Equity Securities in accordance with Listing Rule 7.1A. Shareholders should note that the calculation of the number of Equity Securities that may be issued under the Additional 10% Placement Capacity is a moving calculation and will be based the formula set out in Listing Rule 7.1A.2 at the time of issue, or the agreement to issue, the Equity Securities. That formula is:

(A x D) – E

• A is the number of Shares on issue 12 months before the date of issue or agreement:
  • (a) plus the number of fully paid Shares issued in the 12 months under an exception in Listing Rule 7.2;
  • (b) plus the number of partly paid Shares that became fully paid in the 12 months;
  • (c) plus the number of fully paid Shares issued in the 12 months with approval of Shareholders under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid Shares under the Company's 15% placement capacity without Shareholder approval; and
  • (d) less the number of fully paid Shares cancelled in the 12 months.

Note that 'A' is has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D is 10%.

E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue, that are not issued with the approval of Shareholders under Listing Rules 7.1 or 7.4.

Shareholders will be kept fully informed of any issue of Equity Securities under the Additional 10% Placement Capacity as the Company will disclose to the market at the time of issue the specific information required by Listing Rule 3.10.5A (such as details of dilution of existing Shareholders) in addition to information required by Listing Rule 7.1A.4, Appendix 3B and any other applicable Listing Rules. The table below demonstrates various examples as to the number of Equity Securities that may be issued under the Additional 10% Placement Capacity.

	Number of Shares	Dilution
Variable 'A'	issued and funds raisedunder the Additional10% Placement Capacityand dilution effect	Issue Price at halfthe current marketprice$0.0055	Issue Price atcurrent marketprice$0.011	Issue Price atdouble the currentmarket price$0.022
	Shares issued	125,878,057	125,878,057	125,878,057
Current Variable 'A'1,258,780,571 Shares	Funds raised	$692,329	$1,384,659	$2,769,317
	Dilution	10%	10%	10%
50% increase in	Shares issued	`188,817,085	`188,817,085	`188,817,085
current Variable 'A'1,888,170,856 Shares	Funds raised	$1,038,494	$2,076,988	$4,153,976
	Dilution	10%	10%	10%
100% increase in	Shares issued	251,756,114	251,756,114	251,756,114
current variable 'A'	Funds raised	$1,384,659	$2,769,317	$5,538,635
2,517,561,142 Shares	Dilution	10%	10%	10%

Note: The table above assumes:

• (a) No Options are exercised before the date of the issue of the Equity Securities.
• (b) The issue of Equity Securities under the Additional 10% Placement Capacity consists only of Shares.
• (c) The table does not show an example of dilution that may be caused to a particular Shareholder due to placements under the Additional 10% Placement Capacity, based on that Shareholder's holding at the date of the Meeting.

The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

Resolution 3 is a special resolution, requiring approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) in order to be passed.

Specific information required by Listing Rule 7.3A

The following information in relation to the Shares proposed to be issued is provided to Shareholders for the purposes of Listing Rule 7.3A:

Minimum price		The Equity Securities will be issued at an issue price of not less than 75% of thevolume weighted average price for the Company's Equity Securities over the
	(a)	15 Trading Days on which trades in the class were recorded immediately before:the date on which the price at which the Equity Securities are to be issuedis agreed; or
	(b)	if the Equity Securities are not issued within five Trading Days of the date
Potential risk of economicand voting dilution		in paragraph (a) above, the date on which the Equity Securities are issued.If Resolution 3 is approved by Shareholders and the Company issues EquitySecurities under the Additional 10% Placement Capacity, Shareholders who donot participate (either because they are not invited to participate or because theyelect not to participate) in any such issue, will have their existing interest andvoting power in the Company diluted. There is also a risk that:
	(a)	the market price for the Company's Equity Securities may be significantlylower on the date of the issue of the Equity Securities than on the date ofthe Meeting;
	(b)	the Equity Securities may be issued at a price that is at a discount to themarket price for the Company's Equity Securities on the issue date or theEquity Securities; or
	(c)	the Equity Securities may be issued for non-cash consideration,
		which may have an effect on the amount of funds raised by the issue of EquitySecurities under the Additional 10% Placement Capacity.
		The table above on page 3 shows the dilution of existing Shareholders upon theissue of the maximum number of Equity Securities under the Additional 10%Placement Capacity, using different variables for the number of ordinary securitiesfor variable 'A' (as defined in Listing Rule 7.1A) and the market price of Shares.It is noted that variable 'A' is based on the number of ordinary securities theCompany has on issue at the time of the proposed issue of Equity Securities.
		The table shows:
	(a)	examples of where variable 'A' is at its current level, and where variable 'A'has increased by 50% and by 100%;
	(b)	examples of where the issue price of ordinary securities is the currentmarket price as at close of trade on 8 October 2018, being $0.011, (currentmarket price), where the issue price is halved, and where it is doubled; and
	(c)	that the dilutionary effect will always be 10% if the maximum number ofEquity Securities that may be issued under the Additional 10% PlacementCapacity are issued.
Timing of potential issues		Approval of the Additional 10% Placement Capacity will be valid during theperiod (Additional Placement Period) from the date of the Meeting and willexpire on the earlier of:
	(a)	the date that is 12 months after the date of the Meeting; and
	(b)	the date of the approval by Shareholders of a transaction under ListingRules 11.1.2 (a significant change to the nature or scale of activities) or11.2 (disposal of main undertaking).

Purpose of potential issues	The Company may seek to issue the Equity Securities for the following purposes:
	(a)If Equity Securities are issued for cash consideration, the Companyintends to use the funds for exploration activities, the acquisition of newassets (should suitable assets be found), administration costs and generalworking capital; and
	(b)If Equity Securities are issued for non-cash consideration to acquireaccess to strategic tenements or assets identified by the Company tofurther existing projects and future growth. If Equity Securities are issuedfor non-cash consideration, the Company will comply with the minimumissue price limitation under Listing Rule 7.1A.3 in relation to such issue andwill release the valuation of the non-cash consideration to the market.
	The Company will comply with the disclosure obligations under Listing Rules7.1A.3 and 3.10.5A upon issue of any Equity Securities.
Allocation policy	The identity of the persons to whom Shares will be issued is not yet known andwill be determined on a case by case basis having regard to market conditionsat the time of the proposed issue of Equity Securities, including consideration ofmatters including, but not limited to:
	(a)the ability of the Company to raise funds at the time of the proposed issueof Equity Securities and whether the raising of any funds under suchplacement could be carried out by means of an entitlement offer, or aplacement and an entitlement offer;
	(b)the dilutionary effect of the proposed issue of the Equity Securities onexisting Shareholders at the time of proposed issued of Equity Securities;
	(c)the financial situation and solvency of the Company; and
	(d)advice from its professional advisers, including corporate, financial andbroking advisers (if applicable).
	The persons to whom Shares will be issued under the Additional 10%Placement Capacity have not been determined as at the date of this Notice, butwill not include related parties (or their Associates) of the Company.
Previous approval underListing Rule 7.1A	The Company previously obtained Shareholder approval under Listing Rule 7.1Aon 23 November 2017. In the 12 months preceding the date of the Meeting, theCompany has issued 22,250,000 Equity Securities which represents 1.68% of thetotal number of Equity Securities on issue at the commencement of that 12-monthperiod. Annexure A sets out information in relation to each issue of EquitySecurities in the 12 months preceding the date of the Meeting.
Voting exclusion statement	A voting exclusion statement is included in the Notice in relation to Resolution 3.The Company has not approached, and has not yet determined to approach,any particular existing security holders or an identifiable class of existing securityholders to participate in an offer under the Additional 10% Placement Capacity,therefore no existing security holders' votes would be excluded under the votingexclusion statement included in this Notice.

Glossary

$ means Australian dollars.

Accounting Standards has the meaning given to that term in the Corporations Act.

Additional 10% Placement Capacity has the meaning set out on page 2 of the Explanatory Memorandum.

Additional Placement Period has the meaning set out on page 4 of the Explanatory Memorandum.

Annexure A means the annexure to the Explanatory Memorandum marked A.

Annual Report means the annual report of the Company for the year ended 30 June 2018.

Associate has the meaning given in the Listing Rules.

ASX means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

Auditor means the Company's auditor from time to time.

Auditor's Report means the report of the Auditor contained in the Annual Report for the year ended 30 June 2018.

Board means the Directors.

Chairman means the individual elected to chair any meeting of the Company from time to time.

Child Entity has the meaning given to that term in the Listing Rules.

Closely Related Party has the meaning given to that term in the Corporations Act.

Company means Rox Resources Limited ABN 53 107 202 602.

Constitution means the Company's constitution, as amended from time to time.

Corporations Act means Corporations Act 2001 (Cth).

Directors means the directors of the Company.

Directors' Report means the directors' report set out in the Annual Report for the year ended 30 June 2018.

Equity Securities has the meaning set out in the ASX Listing Rules.

Explanatory Memorandum means the explanatory memorandum accompanying this Notice.

Key Management Personnel has the meaning given to that term in the Accounting Standards.

Listing Rules means the ASX Listing Rules.

Meeting means the Annual General Meeting convened by the Notice.

Notice means this Notice of Annual General Meeting.

Option means an option to acquire a Share.

Remuneration Report means the remuneration report set out in the Annual Report for the financial year ended 30 June 2018.

Resolution means a resolution contained in the Notice.

Restricted Voter means Key Management Personnel and their Closely Related Parties as at the date of the Meeting.

Shareholder means a member of the Company from time to time.

Shares means fully paid ordinary shares in the capital of the Company.

Spill Meeting has the meaning set out on page 1 of the Explanatory Memorandum.

Spill Resolution the meaning set out on page 1 of the Explanatory Memorandum.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

WST means Australian Western Standard time.

Annexure A – Equity Securities issued by the Company during the 12 months preceding the Meeting

Non-cash considerationand current marketvalue of non-cashconsideration	model valuation conductedThe Options were issueddirectors of the Companyas a long-term incentive.The current value of theoption ($86,775 in total)options is $0.0039 perbased on a Binomialon 8 October 2018.to employees and
for remaining amount ofcash and intended useconsideration, amountof cash spent, use ofAmount of cashcash (if any)	N/A
to marketDiscountprice onthe dateof issue(if any)	Nil
Issueprice	Nil
received securities or basison which those personsNames of persons whowere determined	Mr I Mulholland or his nominee(s)were approved at the Company'sannual general meeting held onThe Options issued to DirectorsMr B Dickson or his nominee(s)employees and directors of theMr S Dennis or his nominee(s)23 November 2017 as follows:The Options were issued toCompany as a long-term– 10,000,000 Options– 5,000,000 Options– 3,000,000 Optionsincentive.
Summary of terms	Each Option is to acquireexercise price of $0.024and an expiry date of30 November 2020.one Share with an
No. issued	22,250,000
Type of EquitySecurities	Unlisted options
Date ofissue	14/12/2017

Lodge your vote:

Online: www.investorvote.com.au

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

Vote and view the annual report online

Go to www.investorvote.com.au or scan the QR Code with your mobile device. Follow the instructions on the secure website to vote. •

Your access information that you will need to vote:

XX

Control Number: 131956

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

For your vote to be effective it must be received by 10:00am (WST) Tuesday, 27 November 2018

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

or turn over to complete the form GO ONLINE TO VOTE, Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.

Proxy Form Please mark to indicate your directions

STEP 1

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Rox Resources Limited hereby appoint

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Rox Resources Limited to be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Thursday, 29 November 2018 at 10:00am (WST) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box in step 2 below.

STEP 2Items of Business			PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on yourbehalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
				For	Against	Abstain
	Resolution 1		Non-Binding Resolution to adopt Remuneration Report
	Resolution 2	Re-election of Mr Brett Dickson as a Director
	Resolution 3	Approval of Additional 10% Placement Capacity

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Individual or Securityholder 1	Securityholder 2		Securityholder 3
Sole Director and Sole Company Secretary	Director		Director/Company Secretary
ContactName		ContactDaytimeTelephone	Date	/	/

XX