ROX RESOURCES LIMITED — Capital/Financing Update 2019

Sep 26, 2019

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Ref: RRL1634L-BD

27 September 2019

The Company Announcements Office Australian Securities Exchange via electronic lodgement

Please find attached:

1. Appendix 3B in relation to the issue of 166,666,667 fully paid shares; and

2. A cleansing notice under section 708A(5)(e) of the Corporations Act 2001.

Pursuant to Listing Rule 7.1A.4 and in accordance with Listing Rule 3.10.5A, the Company advises as follows:

• a) 102,462,533 shares were issued under Listing Rule 7.1A. This will result in a dilution of approximately 7.4% to existing shareholders, as set out in the following table:

following table:
	Issued Shares	Dilution
Number of shares on issue prior to the Placement	1,291,280,571
Placement issue under Listing Rule 7.1A	102,462,533	7.4%
Placement issue under Listing Rule 7.1	64,204,134	4.7%
Number of shares on issue following the Placement	1,457,947,238

The shares issued under Listing Rule 7.1A were issued to both existing and new security holders. The percentage of post-Placement capital is as follows:

• 85.3% held by pre-Placement security holders who did not participate in the Placement;

• 9.4% held by pre-Pla cement security holders who did participate; and

• 5.3% held by participants in the Placement who were not previously security holders.

Rox Resources Limited ABN 53 107 202 602 Address: Level 1, 34 Colin Street, West Perth WA 6005 Telephone: +61 8 9226 0044 Facsimile: +61 8 9322 6254 Email: admin@roxresources.com.au

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• b) The securities were issued as a placement rather than a pro-rata issue to secure funding in a quick and orderly manner. With ongoing market volatility the Company considered this prudent. Previously the Company has seen varying degrees of support for pro-rata issues.

• c) The issue was not underwritten and, therefore, there are no underwriting fees;

• d) The Company will pay a placement fee of 6% of the amount raised to the Lead Manager and Bookrunner of the placement, being Taylor Collison Limited.

Yours faithfully

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Brett Dickson Company Secretary

Rox Resources Limited ABN 53 107 202 602 Address: Level 1, 34 Colin Street, West Perth WA 6005 Telephone: +61 8 9226 0044 Facsimile: +61 8 9322 6254 Email: admin@roxresources.com.au

2

Appendix 3B

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

Name of entity

ROX RESOURCES LIMITED ABN 53 107 202 602

ABN

We (the entity) give ASX the following information.

Part 1 - All issues

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 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) 4 Do the+securities rank equally in all respects from the issue date with an existing+class of quoted+securities? If the additional securities do not rank equally, please state: • the date from which they do • 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 payment	Ordinary fully paid
	166,666,667
	Issued as fully paid shares
	Yes - RXL

• See chapter 19 for defined terms.

Appendix 3B Page 1

5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval 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 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g 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. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 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	$0.024
	Accelerate exploration at the company’s Youanmi Gold project and the Fisher East Nickel project and to provide working capital
	Yes
	29 November 2018
	64,204,134
	102,462,533
	-
	-
	Yes Issue date – 26 September 2019 15 day VWAP: $0.02851 75% of 15 day VWAP $0.02135 VWAP calculated by the Company’s advisors– TaylorCollison Limited
	N/A
	Rule 7.1 – 72,112,951 Rule 7.1A – 23,415,524

7 +Issue dates Note: the issue date may be prescribed by ASX (refer to the definition of issue date in rule 26 September 2019 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B Number +Class 8 Number and +class of all +securities quoted on ASX 1,457,947,238 Fully paid ordinary ( including the securities in shares (RXL) clause 2 if applicable) 9 Number and +class of all 21,750,000 30 November 2019 +securities not quoted on ASX – 2.60 cent options ( including the securities in clause 2 if applicable) 22,250,000 30 November 2020 – 2.4 cent options 20,000,000 31 January 2022 – 1.5 cent options 10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval required? N/A 12 Is the issue renounceable or nonN/A renounceable? 13 Ratio in which the[+] securities will be N/A offered 14 +Class of +securities to which the offer N/A relates 15 +Record date to determine entitlements N/A 16 Will holdings on different registers (or N/A subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in N/A relation to fractions

• See chapter 19 for defined terms.

Appendix 3B Page 3

18 Names of countries in which the entity has+security holders who will not be sent new offer 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 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 offer documents 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 +Issue date	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

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 ) (a) X Securities described in Part 1

(b) 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 convertible 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 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[+] issue date with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state: • the date from which they do • 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 payment

• See chapter 19 for defined terms.

Appendix 3B Page 5

• 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period

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

Number +Class

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

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 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.

  • 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.

• 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.

• 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:

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Date: 27 September 2019

Company Secretary

Print name: BRETT DICKSON

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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

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Insert number of fully paid ordinary 1,258,780,571 (1 June 2018)
securities on issue 12 months before the
+ issue date or date of 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
• Number of fully paid ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities
cannot be added
• Include here (if applicable) the
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
Subtract the number of fully paid ordinary Nil
securities cancelled during that 12 month
period
“A” 1,258,780,571
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• See chapter 19 for defined terms.

Appendix 3B Page 7

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	188,817,085
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period not counting_those issued: • Under an exception in rule 7.2 • 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 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	20,000,000 – options issued 20 Feb. ‘19 25,000,000 – issued 21 Jun. ‘19 7,500,000 – issued 26 Jun. ‘19 64,204,134 – issued 26 September ‘19
“C”	116,704,134
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	188,817,085
Subtract“C” Note: number must be same as shown in Step 3	116,704,134
Total[“A” x 0.15] – “C”	72,112,951 [Note: this is the remaining placement capacity under rule 7.1]

“C” 116,704,134	“C” 116,704,134
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15	188,817,085
Note: number must be same as shown in
Step 2
Subtract“C”	116,704,134
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	72,112,951
	[Note: this is the remaining placement
	capacity under rule 7.1]

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

art 2	art 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	1,258,780,571
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	125,878,057
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A 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 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 securities on different dates as separate line items	102,462,533 - issued 26 September ‘19
“E”	102,462,533
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	125,878,057
Subtract“E” Note: number must be same as shown in Step 3	102,462,533
Total[“A” x 0.10] – “E”	23,415,524 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 9

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Ref: RRL1635L-BD

27 September 2019

The Company Announcements Office Australian Securities Exchange via electronic lodgement

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

1. On 26 September 2019 Rox Resources Limited (ACN 107 202 602) ( Rox ) issued 166,666,6667 fully paid ordinary shares at an issue price of $0.024 per share ( Relevant Securities ).

2. Rox issued the Relevant Securities without disclosure to investors under Part 6D.2 of the Corporations Act 2001 (Cth) ( the Act ).

3. This notice is being given under 708(5)(e) of the Act.

4. As at the date of this notice Rox has complied with:

5. a. The provisions of Chapter 2M of the Act as they apply to Rox; and

6. b. Section 674 of the Act.

7. As at the date of this notice, there is no information that is excluded information (as that term is used in section 708A(7) and (8) of the Act) in respect to Rox.

Yours faithfully

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Brett Dickson Finance Director

Rox Resources Limited ABN 53 107 202 602 Level 1, 34 Colin Street, West Perth WA 6005 Telephone: +61 8 9226 0044 Facsimile: +61 8 9322 6254 Email: admin@roxresources.com.au