Ref: RRL1206L-IM

15 February 2013

The Company Announcements Office Australian Securities Exchange via electronic lodgement

Notice pursuant to section 708A(5) of the Corporations Act 2001 (Cth)

$\overline{1}$ . On 14 February 2013 Rox Resources Limited (ACN 107 202 602) (Rox) issued 90,000,000 fully paid ordinary shares at an issue price of \$0.055 per share (Relevant Securities).
Rox issued the Relevant Securities without disclosure to investors under Part 6D.2 of $2.$ the Corporations Act 2001 (Cth) (the Act).
This notice is being given under 708(5)(e) of the Act. 3.
$4.$ As at the date of this notice Rox has complied with:
a. The provisions of Chapter 2M of the Act as they apply to Rox; and
b. Section 674 of the Act.
As at the date of this notice, there is no information that is excluded information (as 5. that term is used in section 708A(7) and (8) of the Act) in respect to Rox.

Yours faithfully

$\mathcal{R}$

Brett Dickson Finance Director

Appendix 3B

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

Name of entity

ROX RESOURCES LIMITED

ABN

$\pm$

$\mathbf{r}$

53 107 202 602

We (the entity) give ASX the following information.

Part 1 - All issues

$\mathbf{1}$	⁺ Class of ⁺ securities issued or to be issued	Ordinary Fully Paid
$\overline{2}$	Number of ⁺ securities issued or to be issued (if known) or maximum number which may be issued	90,000,000
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; +convertible if securities, the conversion price and dates for conversion)	Issued Fully Paid
4	Do the ⁺ securities rank equally in all respects from the date of allotment with ⁺ class existing of quoted an +securities? If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate ۰ for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank $\bullet$ equally, other than in relation to the dividend, next distribution or interest payment	Yes, Ordinary Fully Paid (RXL)

5 Issue price or consideration

$$0.055$

$\mathbb{R}^2$

$6c$

$6d$

$\mathbf{r}$

Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Primarily to pu Fisher East nic
Is the entity an ⁺ eligible entity that has obtained security holder approval	Yes
under rule 7.1A? If Yes, complete sections $6b - 6h$ in relation to the $+$ securities the subject of this Appendix 3B, and comply with section 6i
The date the security holder resolution under rule 7.1A was passed	21 Noveml
Number of ⁺ securities issued without security holder approval under rule 7.1	50,000,000
Number of ⁺ securities issued with security holder approval under rule 7.1A
Number of ⁺ securities issued with security holder approval under rule 7.3, another specific security holder or approval (specify date of meeting)	40,000,000 held 21 No
Number of securities issued under an exception in rule 7.2
If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.	N/A
If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation οf consideration was released to ASX Market Announcements	N/A

Primarily to pursue drilling programs at
Fisher East nickel sulphide discovery.

ber 2012

Approval obtained at AGM ovember 2012, resolution 3.
6i Calculate the entity's remaining issue capacity under rule 7.1 and rule $7.1A$ complete Annexure 1 and release to ASX Market Announcements
$\overline{7}$ Dates of entering ⁺securities into uncertificated holdings or despatch of certificates
8 Number and ⁺class of all ⁺securities quoted on ASX (including the securities in clause 2 if applicable)

$7.1 - 30,121,462$ $7.1A - 54,080,974$

14 February 2013

Number	⁺ Class
590,809,744	Fully paid ordinary shares (RXL)

9 Number and ⁺class of all ⁺securities not quoted on ASX (including the securities in clause 2 if applicable)

550,000	30 November 2014 - 4.7 cent options (RXLAI)
8,500,000	30 November 2015 - 2.5 cent options

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

$\rm N/A$

Part 2 - Bonus issue or pro rata issue

$11$ Is security holder approval required?

12 Is the issue renounceable or nonrenounceable?

13 Ratio in which the ⁺securities will be offered
$14$ ⁺Class of ⁺securities to which the offer relates
15 ⁺Record date to determine entitlements
Will holdings on different registers (or 16 subregisters) be aggregated for calculating entitlements?
Policy for deciding entitlements in 17 relation to fractions

$N/A$

$\rm N/A$

$N/A$

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 Closing date for receipt of acceptances or renunciations
20 Names of any underwriters
21 Amount of any underwriting fee or commission
22 Names of any brokers to the issue
Fee or commission payable to the 23 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

+ See chapter 19 for defined terms.

$N/A$

$N/A$ $N/A$

$N/A$

$N/A$ $N/A$

$N/A$

Part 3 - Quotation of securities

$\bar{t}$

$\mathcal{L}_{\mathbf{r}}$

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

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
37		A copy of any trust deed for the additional +securities
	Entities that have ticked box 34(b)
38	of Number ⁺ quotation is sought	securities for which
39	is sought	Class of ⁺ securities for which quotation
40		Do the ⁺ securities rank equally in all respects from the date of allotment with an existing ⁺ class of quoted ⁺ securities?
	equally, please state: the date from which they do $\bullet$ 0 $\bullet$ payment	If the additional securities do not rank the extent to which they 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

41 Reason for request for quotation now

$\alpha$

$\sim$

$!$ Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security) $\bar{\rm x}$

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

Number	+Class

⁺ See chapter 19 for defined terms.

Quotation agreement

$\mathbf{1}$ *Quotation 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.
$\bullet$ 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.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

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 *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.

$=$ $=$ $=$ $=$ $=$ $=$ $=$

Sign here:

Company secretary

Date: 15 February 2013

Print name:

BRETT DICKSON

⁺ See chapter 19 for defined terms.

Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for *eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
Insert number of fully paid ordinary 398,336,377 securities on issue 12 months before date of issue or agreement to issue
Add the following: Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2	92,473,367 - Issued 3 Dec 2012
Number of fully paid ordinary securities $\bullet$ issued in that 12 month period with shareholder approval Number of partly paid ordinary $\bullet$ securities that became fully paid in that 12 month period	10,000,000 - issued 10 Dec 2012 40,000,000 - issued 14 Feb 2013 Nil
Note: Include only ordinary securities here - other classes of equity securities cannot be added Include here (if applicable) the securities $\bullet$ the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of securities on different dates as separate line items
Subtract the number of fully paid ordinary securities cancelled during that 12 month period	Nil
"A"	540,809,744

⁺ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"		0.15
		[Note: this value cannot be changed]
Multiply "A" by 0.15		81,121,462
Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used
Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued:		1,000,000 - issued 3 Dec 2012
Under an exception in rule 7.2		50,000,000 - issued 14 Feb 2012
Under rule 7.1A
With security holder approval under rule 7.1 or rule 7.4
Note: This applies to equity securities, unless specifically excluded - not just ordinary securities Include here (if applicable) the ٠ securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of securities on different dates as separate line items
"C"		51,000,000
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1
" $A$ " x 0.15		81,121,462
Note: number must be same as shown in Step 2
Subtract "C"		51,000,000
Note: number must be same as shown in Step 3
Total ["A" $\times$ 0.15] - "C"		30,121,462
		[Note: this is the remaining placement capacity under rule 7.11

$\hat{a}$ , $\hat{a}$ , $\hat{a}$ , $\hat{a}$

$\frac{1}{\sqrt{2}}$

⁺ See chapter 19 for defined terms.

Part 2

$\mathbf{r}$ and $\mathbf{r}$

$\mathcal{N}$

Rule 7.1A - Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
"А"	540,809,744
Note: number must be same as shown in Step 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	54,080,974
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used
Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A	Nil
Notes:
This applies to equity securities - not just ordinary securities
Include here $-$ if applicable $-$ the securities the subject of the Appendix
3B to which this form is annexed Do not include equity securities issued ٠
under rule 7.1 (they must be dealt with in Part 1), or for which specific security
holder approval has been obtained
It may be useful to set out issues of ٠ securities on different dates as separate line items
``E"	Nil

⁺ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A
" $A$ " x 0.10 Note: number must be same as shown in Step 2	54,080,974
Subtract "E" Note: number must be same as shown in Step 3	$\overline{\phantom{a}}$
Total ["A" $\times$ 0.10] – "E"	54,080,974 Note: this is the remaining placement capacity under rule 7.1A

$\tilde{q}$ , $\tilde{q}$ , $\tilde{q}$ , $\tilde{q}$

⁺ See chapter 19 for defined terms.

AI assistant

ROX RESOURCES LIMITED Capital/Financing Update 2013

65741_rns_2013-02-14_4d0c0e31-a31c-4954-ab10-9266bc9c1c61.pdf

Notice pursuant to section 708A(5) of the Corporations Act 2001 (Cth)

Appendix 3B