ROX RESOURCES LIMITED — Capital/Financing Update 2018

May 7, 2018

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8 MAY 2018

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ROX TO UNLOCK VALUE OF MT FISHER GOLD PROJECT THROUGH IPO

Rox Resources Limited (ASX: RXL) (“Rox” or “the Company”) is pleased to announce plans to vend it’s Mt Fisher gold project in Western Australia into a newly established, 100%-owned subsidiary, Helios Gold Limited (Helios), and list this company on the Australian Stock Exchange (“ASX”) via an Initial Public Offering (“IPO”).

The Mt Fisher gold project, comprising a 219km[2] tenement area, is located 270km north of Leonora (Figure 1) adjacent to the Company’s Fisher East nickel project, and contains a mineral resource of 973,000 tonnes grading 2.75 g/tAu for 86,000 ounces of gold (ASX:RXL 28 March 2018).

The proposed transaction will see Helios issue fully paid ordinary shares to Rox as consideration for the Mt Fisher gold assets. Existing Rox shareholders will be given a priority offer to subscribe for shares in the Helios IPO.

It is expected that Rox will initially hold an interest of approximately 33% in Helios, which will boast a separate management team and board.

The directors of Rox are confident that vending Mt Fisher into Helios and floating the company will see the project benefit significantly from an increased focus and dedicated funding. Rox shareholders will retain exposure to the upside potential of Mt Fisher, while allowing the Company to focus its advancing nickel and base metals interests.

The Company has received advice that a general meeting under ASX Listing Rule 11.4 will not be needed, and that the proposed IPO will meet ASX requirements.

Rox Managing Director, Mr Ian Mulholland said, “We originally acquired the Mt Fisher tenements in 2011 for the outstanding gold potential the project area offered, but the discovery of nickel at Fisher East since that time has made it difficult to give the gold assets the proper focus they required. For some time now, the market has not attributed any value to Mt Fisher, and we believe this is the most efficient and effective way for our shareholders to realise the full potential and unlock the inherent value.”

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Discussions with potential underwriters are underway, and once completed, a timetable for the IPO and further details will be announced.

ENDS

For more information:

Shareholders/Investors

Media

Ian Mulholland Michael Weir Managing Director Citadel-MAGNUS Tel: +61 8 9226 0044 Tel: +61 8 6160 4903 admin@roxresources.com.au mweir@citadelmagnus.com

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Figure 1: Mt Fisher Gold Project Location

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Figure 2: Mt Fisher Prospect Locations showing all drilling results

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About Rox Resources

Rox Resources Limited is an emerging Australian minerals exploration company. The company has a number of key assets at various levels of development with exposure to gold, nickel, copper and platinum group elements (PGE’s), including the Mt Fisher Gold Project (WA), the Fisher East Nickel Project (WA), the Collurabbie Nickel-Copper-PGE Project (WA), and the Bonya Copper Project (NT).

Fisher East Nickel Project (100% + Option to Purchase)

The Fisher East nickel project is located in the North Eastern Goldfields region of Western Australia and hosts several nickel sulphide deposits. The total project area is ~350km[2] , consisting of a ~300km[2] area 100% owned by Rox and an Option to purchase area of a further 50km[2] of nickel prospective ground.

Discovery of, and drilling at the Camelwood, Cannonball and Musket nickel prospects has defined a JORC 2012 Mineral Resource (ASX:RXL 5 February 2016) of 2.0Mt grading 2.5% Ni reported at 1.5% Ni cut-off (Indicated Mineral Resource: 1.9Mt grading 2.5% Ni, Inferred Mineral Resource: 0.1Mt grading 2.3% Ni) comprising massive and disseminated nickel sulphide mineralisation, and containing 50,600 tonnes of nickel . Higher grade mineralisation is present in all deposits (refer to ASX announcement above) and is still open at depth beneath each deposit. Additional nickel sulphide deposits continue to be discovered (e.g. Sabre) and these will add to the resource base. Exploration is continuing to define further zones of potential nickel sulphide mineralisation.

Mt Fisher Gold Project (100% + Option to Purchase)

The Mt Fisher gold project is located in the North Eastern Goldfields region of Western Australia, adjacent to the Fisher East nickel project, and hosts several gold deposits. The total project area is ~220km[2] , consisting of a ~170km[2] area 100% owned by Rox and an Option to purchase area of a further 30km[2] of gold prospective ground.

Drilling by Rox has also defined numerous high-grade gold targets and a JORC 2012 Measured, Indicated and Inferred Mineral Resource (ASX:RXL 28 March 2018) 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.

Collurabbie Gold-Nickel Project (100%)

The Collurabbie project is located in the highly prospective North Eastern Goldfields region of Western Australia and is prospective for gold and nickel. The project area of 123km[2] hosts the Olympia nickel sulphide deposit and a number of other prospects for nickel sulphide mineralisation. A JORC 2012 Inferred Mineral Resource of 573,000t grading 1.63% Ni, 1.19% Cu, 0.082% Co, 1.49g/t Pd, 0.85g/t Pt has been defined at Olympia (ASX:RXL 18 August 2017). The style of nickel sulphide mineralisation is different to that at Fisher East, with a significant copper and PGE component at Collurabbie, and has been compared to the Raglan nickel deposits in Canada (>1Mt contained nickel).

In addition, there is potential for gold mineralisation, with several strong drilling intersections including 2m @ 2.4g/t Au from the Naxos prospect.

Bonya Copper Project (40%)

Rox (40%) has entered into an agreement with Thor Mining PLC to sell its interest in the Bonya project for A$550,000 in Thor shares (29 March 2018). Completion is expected during the June quarter 2018.

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Competent Person Statements:

Resource Statements

The information in this report that relates to gold Mineral Resources for the Mt Fisher project was reported to the ASX on 28 March 2018 (JORC 2004). Rox confirms that it is not aware of any new information or data that materially affects the information included in the announcement of 28 March 2018, and that all material assumptions and technical parameters underpinning the estimates in the announcement of 28 March 2018 continue to apply and have not materially changed.

The information in this report that relates to nickel Mineral Resources for the Fisher East project was reported to the ASX on 5 February 2016 (JORC 2012). Rox confirms that it is not aware of any new information or data that materially affects the information included in the announcement of 5 February 2016, and that all material assumptions and technical parameters underpinning the estimates in the announcement of 5 February 2016 continue to apply and have not materially changed.

The information in this report that relates to nickel Mineral Resources for the Collurabbie project was reported to the ASX on 18 August 2017 (JORC 2012). Rox confirms that it is not aware of any new information or data that materially affects the information included in the announcement of 18 August 2017, and that all material assumptions and technical parameters underpinning the estimates in the announcement of 18 August 2017 continue to apply and have not materially changed.

Exploration Results

The information in this report that relates to previous Exploration Results, was either prepared and first disclosed under the JORC Code 2004 or under the JORC Code 2012, and has been properly and extensively cross-referenced in the text to the date of original announcement to ASX. In the case of the 2004 JORC Code Exploration Results, they have not been updated to comply with the JORC Code 2012 on the basis that the information has not materially changed since it was last reported.

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