ROX RESOURCES LIMITED — Capital/Financing Update 2005

Dec 12, 2005

Rox Resources Limited

ABN 53 107 202 602

Appendix 3B

New issue announcement. application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Name of entity	ABN
I ROX RESOURCES LIMITED	53 107 202 602

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{1}$ Class of securities issued or to be issued

Ordinary fully paid shares

• $\overline{2}$ Number of securities issued or to be issued (if known) or maximum number which may be issued
• $\mathbf{3}$ Principal terms of the securities (eg, if options, exercise price and expiry date; if partly paid securities, the amount outstanding and due dates for payment; if convertible securities, the conversion price and dates for conversion)

Fully paid

10,000,000

4	Do the securities rank equally in all respects from the date of allotment with an existing class of quoted securíties?	Yes
	If the additional securities do not rank equally, please state: the date from which they do ٠ extent to which they the participate for the next dividend, case of a the (in trust. distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
5	Issue price or consideration	Issued at \$0.10 per share
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	To provide working capital to fund exploration in Laos and South Africa
7	Dates of entering securities into uncertificated holdings or despatch of certificates	12 December 2005
		Number	Class
8	Number and class of all securities quoted on ASX (including the securities in clause 2 if applicable)	33,907,367	Fully paid ordinary shares (RXL)
		Number	Class
9	Number and class of all securities not quoted on ASX (including the securities in clause 2 if applicable)	8,364,633	Restricted fully paid ordinary shares (RXLAK)
		5,250,000	31 January 2009 20 cent options (RXLAO)
		800,000	30 April 2007 20 cent options
10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	N/A

Part 2 - Bonus issue or pro rata issue - Not Applicable

11	security holder approval Is required?
12	Is the issue renounceable or non- renounceable?
13	Ratio in which the securities will be offered
14	Class of securities to which the offer relates
15	Record determine date to. entitlements
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
17	Policy for deciding entitlements in relation to fractions
18	Names of countries in which the entity has security holders who will not be sent new issue documents
	Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.
19	оf Closing for date receipt acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee or commission
22	Names of any brokers to the issue
23	Fee or commission payable to the broker to the issue
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders
25	If the issue is contingent on security holders' approval, the date of the meeting

26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
27.	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
28	Date rights trading will begin (if applicable)
29.	Date rights trading will end (if applicable)
30	How do security holders sell their entitlements in full through - a broker?
31	How do security holders sell part of their entitlements through a broker and accept for the balance?
32	How do security holders dispose of their entitlements (except by sale through a broker)?
33	Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• Securities described in Part 1

$(b)$

$(a)$

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee
incentive share securities when restriction ends, securities issued on expiry or conversion of conve

Entities that have ticked box 34(a)

Additional securities forming a new class of securities-

(If the additional securities do not form a new class, go to $43$ )

Tick to indicate you are providing the information or documents

35	If the securities are equity securities, the names of the 20 largest holders of the additional securities, and the number and percentage of additional securities held by those holders
-36	If the securities are equity securities, a distribution schedule of the additional securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ $10,001 - 100,000$ $100,001$ and over

A copy of any trust deed for the additional securities 37 (now go to $\overline{43}$ )

Entities that have ticked box 34(b)

• 38 Number of securities for which quotation is sought
• 39 Class of securities for which quotation is sought
• 40 Do the securities rank equally in all respects from the date of allotment with an existing class of quoted securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• extent to which they the $\bullet$ participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

$41$ Reason for request for quotation now

Example: In the case of restricted securities, end of restriction neriod.

(if issued upon conversion of another security, clearly identify that other security)

42 Number and class of all securities quoted on ASX (including the securities in clause 38)

Number	Class

(now go to 43)

All entities

Fees

$43$ Payment method (tick one)

Cheque attached Electronic payment made Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time. Periodic payment as agreed with the home branch has been arranged Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation agreement

• $\mathbf{1}$ Ouotation of our additional securities is in ASX's absolute discretion. ASX may quote the securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those securities should not be granted quotation.
• An offer of the securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any securities to be quoted and that no-one has any right to return any securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the securities be quoted.

• If we are a trust, we warrant that no person has the right to return the $\bullet$ securities to be quoted under section 1019B of the Corporations Act at the time that we request that the securities be quoted.

• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before quotation of the securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here:

.
Bartametekî

Date: 12/12/05

Company Secretary

Print name: BRETT DICKSON