ROX RESOURCES LIMITED — Capital/Financing Update 2015

May 10, 2015

ASX ANNOUNCEMENT 11 MAY 2015

Rox Resources Limited

ASX: RXL

Address: Level 1 30 Richardson Street WEST PERTH WA 6005

PO Box 1167 West Perth WA 6872

Ph: (61 8) 9226 0044 Fax: (61 8) 9322 6254

Email: admin@roxresources.com.au

Web: www.roxresources.com.au

ABN: 53 107 202 602

Projects:

Mt Fisher: nickel-gold (100%)

Reward: zinc-lead (49%)

Bonya: copper-silver (51%, earning up to 70%)

SHARE PURCHASE PLAN

Rox Resources Limited (ASX: RXL) ("Rox" or "the Company") is pleased to offer eligible shareholders the opportunity to apply for new, fully paid ordinary shares (New Shares)in Rox under a Share Purchase Plan (the Plan) to raise $3 million. The Plan is fully underwritten by Patersons Securities Limited (Patersons) who are acting as Lead Manager and Underwriter to the offer.

The Plan provides the opportunity for shareholders to subscribe for up to $15,000 worth of New Shares without incurring brokerage or other transaction costs.

The issue price will be determined at the issue date of New Shares under the Plan based on a 20% discount to the volume weighted average price of Rox's shares traded on the ASX during the 5 days immediately prior to the issue date of the New Shares.

Funds raised under the Plan will be used to make the final option payment and secure 100% ownership of the Fisher East Nickel project, and for general working capital.

The Directors have determined that offers under the Plan will be made to eligible shareholders, being those who are the registered holders of fully paid ordinary shares in the Company as at 5.00pm AEST on 8 May 2015 (Record Date), and whose address in the Company's register is situated in Australia or New Zealand.

Managing Director of Rox, Mr Ian Mulholland said: "The Fisher East project is progressing very well. We have JORC compliant nickel resources at Camelwood and Musket and expect to have a resource estimate for Cannonball during the third quarter. On top of that we had a new nickel sulphide discovery at Sabre only a month ago. Securing 100% unencumbered ownership of the Fisher East project will be an important milestone in continuing development of these resources and building on the scoping study completed earlier this year.

"We continue to drill at Fisher East as part of an extensive exploration program and I look forward to advising shareholders of further results as they become available.

"I am also very pleased with the support shown by Patersons in underwriting all of this issue, thereby ensuring its success."

The timetable below is indicative only and subject to change. The Company reserves the right to change the timetable at any time or cancel the Plan at any time before the Allotment Date, subject to applicable regulatory requirements.

Timetable

Event	Date
Record Date	5.00pm (WST) on 8 May 2015
Announcement Date	11 May 2015
Dispatch of Offer and Application Forms toEligible Shareholders	13 May 2015
Opening date for acceptances	13 May 2015
Closing date for acceptances (Closing Date)	5.00pm (WST) on 29 May 2015
Allotment Date	5 June 2015
Dispatch of holding statements	8 June 2015

Full details of the Plan will be set out in a letter to shareholders, the Plan Booklet and Application Form for Eligible Shareholders (Plan Documents). A copy of the Plan Documents will also be lodged with ASX.

If you have any enquiries in relation to the Plan, please call the Company Secretary on +61 8 9226 0044.

For more information: Brett Dickson Finance Director Tel: +61 8 9226 0044 admin@roxresources.com.au

About Rox Resources

Rox Resources Limited is an emerging Australian minerals exploration company. The company has four key assets at various levels of development with exposure to gold, nickel, zinc, lead, copper and phosphate, including the Mt Fisher Gold Project (WA), Myrtle/Reward Zinc-Lead Project (NT), the Bonya Copper Project (NT) and the Marqua Phosphate Project (NT).

Mt Fisher Gold-Nickel Project (100% + Option to Purchase $2.3 million to pay)

The Mt Fisher gold project is located in the highly prospective North Eastern Goldfields region of Western Australia and in addition to being well endowed with gold the project hosts strong nickel potential. The total project area is 655km2 , consisting of a 485km2 area 100% owned by Rox and an Option to purchase 100% of a further 170km2 .

Recent drilling at the Camelwood and Musket nickel prospects has defined a JORC 2012 Mineral Resource (ASX:RXL 9 October 2013 and 4 September 2014) of 3.6Mt grading 2.0% Ni reported at 1.0% Ni cut-off (Indicated Mineral Resource: 1.8Mt grading 2.2% Ni, Inferred Mineral Resource: 1.9Mt grading 1.8% Ni) comprising massive and disseminated nickel sulphide mineralisation, and containing 72,100 tonnes of nickel. Higher grade mineralisation is present in both deposits (refer to ASX announcements above), and is still open at depth beneath each deposit. The nickel Mineral Resource occurs partly on tenements under Option to Purchase to Rox, with the remaining exercise price of $2.3 million payable by 30 June 2015.

Drilling by Rox has also defined numerous high-grade gold targets and a JORC 2004 Measured, Indicated and Inferred Mineral Resource (ASX:RXL 10 February 2012) of 973,000 tonnes grading 2.75 g/t Au reported at a 0.8 g/tAu cut-off exists for 86,000 ounces of gold (Measured: 171,900 tonnes grading 4.11 g/t Au, Indicated: 204,900 tonnes grading 2.82 g/t Au, Inferred: 596,200 tonnes grading 2.34 g/t Au) aggregated over the Damsel, Moray Reef and Mt Fisher deposits.

Reward Zinc-Lead Project (49% + Farm-out Agreement)

Rox has signed an Earn-In and Joint Venture Agreement with Teck Australia Pty Ltd. ("Teck") to explore its highly prospective 670km2 Myrtle/Reward zinc-lead tenements, located 700km south-east of Darwin, Northern Territory, adjacent to the McArthur River zinc-lead mine.

The Myrtle zinc-lead deposit has a current JORC 2004 Mineral Resource (ASX:RXL 15 March 2010) of 43.6 Mt @ 5.04% Zn+Pb reported at a 3.0% Zn+Pb cut-off (Indicated: 5.8 Mt @ 3.56% Zn, 0.90% Pb; Inferred: 37.8 Mt @ 4.17% Zn, 0.95% Pb).

Drilling at the Teena zinc-lead prospect has intersected 26.4m @ 13.3% Zn+Pb including 16.2m @ 17.2% Zn+Pb, and 20.1m @ 15.0% Zn+Pb including 12.5m @19.5% Zn+Pb, and together with historic drilling has defined significant high grade zinc-lead mineralisation over a strike length of at least 1.9km (ASX:RXL 5 August 2013, 26 August 2013, 18 September 2013, 11 October 2013, 27 October 2014, 10 November 2014, 15 December 2014). Teena is the most significant new discovery of zinc in Australia since Century in 1991.

Under the terms of the Agreement, Teck has now met the expenditure requirement for a 51% interest, with Rox holding the remaining 49%. Teck has elected to increase its interest in the project to 70% by spending an additional A$10m (A$15m in total) by 31 August 2018 (ASX:RXL 21 August 2013).

Bonya Copper Project (Farm-in Agreement to earn up to 70%)

In October 2012 Rox signed a Farm-in Agreement with Arafura Resources Limited (ASX:ARU) to explore the Bonya Copper Project located 350km east of Alice Springs, Northern Territory. Outcrops of visible copper grading up to 34% Cu and 27 g/t Ag are present, with the style of mineralisation similar to the adjacent Jervois copper deposits (see ASX:KGL). EM surveys defined a number of anomalies that could represent sulphide mineralisation at depth (ASX:RXL 5 August 2014). Drill testing has intersected visible copper mineralisation at three prospects, with massive copper sulphides intersected at the Bonya Mine prospect, including 38m @ 4.4% Cu and 11m @ 4.4% Cu (ASX:RXL 20 October 2014, 5 November 2014, 1 December 2014).

Under the Farm-in Agreement Rox earned a 51% interest in the copper, lead, zinc, silver, gold, bismuth and PGE mineral rights at Bonya by spending $500,000 by 10 December 2014 (ASX:RXL 16 December 2014). Rox has elected to earn a further 19% (for 70% in total) by spending a further $1 million by 10 December 2016.

Competent Person Statements:

The information in this report that relates to nickel Exploration Results for the Mt Fisher Project is based on information compiled by Mr Ian Mulholland BSc (Hons), MSc, FAusIMM, FAIG, FSEG, MAICD, who is a Fellow of The Australasian Institute of Mining and Metallurgy and a Fellow of the Australian Institute of Geoscientists. Mr Mulholland has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration, and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr Mulholland is a full time employee and Managing Director of the Company and consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

The information in this report that relates to nickel Mineral Resources for the Mt Fisher project was reported to the ASX on 3 October 2013. Rox confirms that it is not aware of any new information or data that materially affects the information included in the announcement of 3 October 2013, and that all material assumptions and technical parameters underpinning the estimates in the announcement of 3 October 2013 continue to apply and have not materially changed.

The information in this report that relates to Exploration Results and Mineral Resources for the Reward Zinc-Lead and Bonya Copper projects and for the gold Mineral Resource defined at Mt Fisher, was prepared and first disclosed under the JORC Code 2004. It has not been updated since to comply with the JORC Code 2012 on the basis that the information has not materially changed since it was last reported, and is based on information compiled by Mr Ian Mulholland BSc (Hons), MSc, FAusIMM, FAIG, FSEG, MAICD, who is a Fellow of The Australasian Institute of Mining and Metallurgy and a Fellow of the Australian Institute of Geoscientists. Mr Mulholland has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration, and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr Mulholland is a full time employee of the Company and consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.