ROX RESOURCES LIMITED — Capital/Financing Update 2020

May 26, 2020

Announcement Summary

Entity name ROX RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

Wednesday May 27, 2020

The Proposed issue is:

A placement or other type of issue An offer of securities under a securities purchase plan

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

ASX +Security Code	+Security Description	Maximum Number of+securities to be issued
RXL	ORDINARY FULLY PAID	166,666,667

+Record date Tuesday May 26, 2020

Offer closing date Friday June 12, 2020

+Issue date

Tuesday June 23, 2020

Total number of +securities proposed to be issued for a placement or other type of issue

ASX +Security Code	+Security Description	Maximum Number of+securities to be issued
RXL	ORDINARY FULLY PAID	364,486,808

Proposed +issue date

Wednesday June 3, 2020

Refer to next page for full details of the announcement

Part 1 - Entity and announcement details

1.1 Name of +Entity

ROX RESOURCES LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ABN

Registration Number

53107202602

1.3 ASX issuer code

RXL

1.4 The announcement is

New announcement

1.5 Date of this announcement

Wednesday May 27, 2020

1.6 The Proposed issue is:

A placement or other type of issue An offer of +securities under a +securities purchase plan

Proposed issue of securities 2 / 9

Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 - Are any of the following approvals required for the offer of +securities under the +securities purchase plan issue to be unconditional?

• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to the entity

No

Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +Security Code and Description

RXL : ORDINARY FULLY PAID

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +Security Code and Description

RXL : ORDINARY FULLY PAID

Maximum Number of +securities proposed to be issued

166,666,667

Minimum Number of +securities proposed to be offered to each individual +security holder

41,666

Maximum Number of +securities proposed to be offered to each individual +security holder 1,250,000

Proposed issue of securities

Minimum subscription $	Maximum subscription $
amount proposed to be offered	amount proposed to be offered
to each individual security	to each individual security
holder	holder
AUD 1,000	AUD 30,000

Purpose of the issue

To accelerate exploration at the Company's Youanmi Gold and Fisher East Nickel projects.

Offer price details for retail security holders

Issue Currency	Offer Price per +security	Estimated or Actual?Actual
AUD - Australian Dollar	AUD 0.02400

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Oversubscription & Scale back details

May a scale back be applied to this event? Yes

Provide the scale back details

When determining any scale back or rejection of applications, the Company may take into account a number of factors, including the size of the applicant's shareholding, the extent to which Eligible Shareholders have sold or purchased additional Shares after the Record Date, whether the applicant has multiple registered holdings and the date on which an application was made. Excess application money will be refunded as soon as practicable and without interest.

Part 4C - Timetable

4C.1 Date of announcement of +security purchase plan

Wednesday May 27, 2020

4C.2 +Record date

Tuesday May 26, 2020

4C.3 Date on which offer documents will be made available to investors Friday May 29, 2020

4C.4 Offer open date Friday May 29, 2020

4C.5 Offer closing date

Friday June 12, 2020

Proposed issue of securities

4C.6 Announcement of results

Wednesday June 17, 2020

4C.7 +Issue date

Tuesday June 23, 2020

Part 4D - Listing Rule requirements

• 4D.1 Does the offer under the +securities purchase plan meet the requirements of listing rule 7.2 exception 5 that: the number of +securities to be issued is not greater than 30% of the number of fully paid +ordinary securities
• already on issue; and
• the issue price of the +securities is at least 80% of the +volume weighted average market price for +securities in that +class, calculated over the last 5 days on which sales in the +securities were recorded, either before the day on which the issue was announced or before the day on which the issue was made?

Yes

Part 4E - Fees and expenses

4E.1 Will there be a lead manager or broker to the proposed offer? Yes

4E.1a Who is the lead manager/broker?

Taylor Collison and Canaccord Genuity will be joint lead managers

4E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

1% of gross proceeds, jointly

4E.2 Is the proposed offer to be underwritten? No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Nil

Part 4F - Further Information

4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

4F.2 Countries in which the entity has security holders who will not be eligible to accept the proposed offer

Only those shareholders that have an address in New Zealand or Australia will be eligible to participate

4F.3 URL on the entity's website where investors can download information about the proposed offer

www.roxresources.com.au

4F.4 Any other information the entity wishes to provide about the proposed offer

Nil

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue?

• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to the entity

No

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +Security Code and Description

RXL : ORDINARY FULLY PAID

Maximum Number of +securities proposed to be issued

364,486,808

Purpose of the issue

Acquire an additional 20% interest in the Youanmi OYG JV and accelerate exploration at the Youanmi Gold and Fisher East Nickel projects.

Offer price details for retail security holders

In what currency is the cash	What is the issue price per
consideration being paid?	+security?
AUD - Australian Dollar	AUD 0.02400

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Oversubscription & Scale back details

May a scale back be applied to this event? No

Part 7C - Timetable

7C.1 Proposed +issue date

Wednesday June 3, 2020

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

218,692,085

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

145,794,723

7D.2 Is a party referred to in listing rule 10.11.1 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Taylor Collison and Canaccord Genuity joint lead managers

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Placement fee of 6% of Gross Proceeds Management Fee of 1% of Gross proceeds

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue