ROX RESOURCES LIMITED — Capital/Financing Update 2021

Sep 29, 2021

Appendix 3A.5

Notification of return of capital by way of in specie distribution of +securities in another entity

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Note: This form assumes the entity is an Australian company undertaking a return of capital that is regulated by section 256C of the Corporations Act. It the entity is not an Australian company, it should use the Word version of this form, rather than the online version, and adjust it as necessary.

If the entity is paying a cash dividend at the same time as the return of capital, it must also lodge an Appendix 3A.1 – notification of dividend / distribution.

Part 1 – Entity and announcement details

Questionno	Question	Answer
1.1	*Name of entity	Rox Resources Limited
1.2	*Registration type and numberOne of ABN/ARSN/ARBN/ACN or other registrationtype and number (if "other" please specify what typeof registration number has been provided).	ACN 107 202 602
1.3	*ASX issuer code	RXL
1.4	*The announcement is	☐ A new announcement
	Select whichever is applicable.	☒An update/correction to a previousannouncement
		☐ A cancellation of a previousannouncement
1.4a	*Reason for updateAnswer this question if your response to Q 1.4 is "Anupdate/correction to a previous announcement".	Finalisation of return of capital amount pershare and the reduction of existing optionexercise prices as a result of the finalisedin-specie distribution.
1.4b	*Date of previous announcement to thisupdateAnswer this question if your response to Q 1.4 is "Anupdate/correction to a previous announcement".	25 May 2021
1.4c	*Reason for cancellationAnswer this question if your response to Q 1.4 is "Acancellation of a previous announcement".	Not applicable.
1.4d	*Date of previous announcement to thiscancellationAnswer this question if your response to Q 1.4 is "Acancellation of a previous announcement".	Not applicable.
1.5	*Date of this announcementThe date of lodgement of the form by the entity viaASX Online.	29 September 2021
1.6	*Applicable ASX +security code anddescription for return of capitalPlease advise the security to which the notificationapplies. Only one security can be advised for each	RXL Ordinary fully paid shares

	form. Consequent changes to option pricing arecovered in later parts of this form.
1.7	*Does the entity making the return ofcapital have quoted options on issueIf you respond "Yes" to this question, you will needto answer Q3.2a, 3.3b, 3.5a, 3.6a, 3.7a, 3.8a, 4.5-4.5b and 4.6-4.6c.	No.
1.8	*Is the return of capital a selectivereduction of capitalIf you respond "Yes" to this question, you will needto answer Q3.1a and 3.1b.	No.
1.9	*Is the entity whose +securities are beingdistributed in the return of capital currentlylisted on ASXIf you respond "Yes" to this question, you will needto answer Q3.3a, 3.5, 3.6, 3.7, 3.8 and 4.1a-b.If you respond "No" to this question, you will need toanswer Q1.10 and 4.1c-f	Yes.
1.10	*Is the entity whose +securities are beingdistributed in the return of capitalproposing to list on ASXAnswer this question if your response to Q1.9 is"No".If you respond "Yes" to this question, you will needto answer Q3.3a, 3.5, 3.6, 3.7, 3.8 and 4.1c-f.	N/A.

Part 2 – Conditions

QuestionNo.	Question			Answer
2.1	*Do any external approvals need to beobtained or other conditions satisfied beforethe return of capital can proceed on anunconditional basis?		No.
		For example this could include:
	•	+Security holder approval
	•	Court approval
	•	Lodgement of court order with +ASIC
	•	ACCC approval
	•	FIRB approval
	•	Another approval/condition external to theentity required to be given/met beforebusiness day 0 of the timetable for thereturn of capital.
		If any of the above approvals apply to the return ofcapital they must be obtained before business day 0 ofthe Appendix 7A, section 9 timetable.
	information".	The purpose of the question is to confirm that relevantapprovals are received prior to ASX establishing an exmarket in the +securities. If the entity wishes todisclose approvals or conditions which are to beresolved at a later date it should use Part 5 "Further
2.2	Approvals
		Answer this question if your response to Q2.1 is "Yes".
	Note: This question refers only to events which take place before business day 0 of the Appendix 7A, section 9timetable. The purpose of the question is to confirm that relevant approvals are received prior to ASX establishing anex market in the securities. If the entity wishes to disclose approvals or conditions which are to be resolved at a laterdate it should use Part 5 "Further information".
*Approval/		*Date for	*Is the date	**Approval received/	Comments
condition TypeSelect the applicableapproval/conditionfrom the list (ignorethose that are notapplicable). More thanone approval/conditioncan be selected.		determinationThe 'date fordetermination' is thedate that you expect toknow if the approval isgiven or condition issatisfied (for example,the date of the securityholder meeting in thecase of security holderapproval or the date ofthe court hearing inthe case of courtapproval).	estimated oractual?	condition met?Please respond "Yes" or "No".Only answer this questionwhen you know the outcomeof the approval. If you lodgethis form before the outcomeof the approval is known, youwill need to lodge an updatedAppendix 3A.5 showing that allrequired approvals have beenobtained and conditions havebeen met prior to businessday 0 in the Appendix 7Asection 9 timetable.
+Security holderapproval		28 June 2021	☐EstimatedOR☒Actual	Yes or No	Shareholderapproval receivedat the Company'sGeneral Meeting on28 June 2021.

Court approval		☐Estimated	Yes or No
		OR
		☐Actual
Lodgement ofcourt order with		☐Estimated	Yes or No
+ASIC		OR
		☐Actual
ACCC approval		☐Estimated	Yes or No
		OR
		☐Actual
FIRB approval		☐Estimated	Yes or No
		OR
		☐Actual
Other (pleasespecify in	29 September2021	☐Estimated	Yes or No	ATO Class Ruling2021/63 finalised.
comment section)		OR
		☒Actual

Part 3 – Return of capital timetable and details

QuestionNo.	Question	Answer
3.1	*+Record dateLast day for entity to register transfers on a pre-returnof capital basis.	22 July 2021
	The record date must be at least four business days from the currentdate. The record date is business day 3 in the Appendix 7A, section9 timetable. This is three business days after the effective date(Q3.1a).
	Please note that the record date and the date that trading in the reorganised securities on an "ex return of capital" basis commences(Q3.3) cannot be changed (even to postpone or cancel them) anylater than 12 noon Sydney time on the day before the previouslyadvised date that trading in the re-organised securities on an "exreturn of capital" basis commences (Q3.3).
3.1a	*Date of lodgement of +security holder resolutionapproving the return of capital with +ASIC	Not applicable.
	Answer this question if your response to Q1.8 is "Yes".
	Please provide the actual or estimated date that the security holderresolution approving the return of capital has been or will be lodgedwith ASIC under section 256C(3) of the Corporations Act).	☐EstimatedOR
	If an estimated date is provided, please provide the actual date byway of an update to this form when the resolution has been lodgedwith ASIC.	☐Actual
	This lodgement must occur before business day 0 of the Appendix7A, section 9 timetable.
3.1b	*Date that is fourteen days after the date of lodgementof +security holder resolution approving the capitalreturn with +ASIC	Not applicable.
	Answer this question if your response to Q1.8 is "Yes".	Estimated☐
	Note this is the earliest date that the entity can make the return ofcapital under section 256C(3) of the Corporations Act.	OR
	If an estimated date is provided, please provide the actual date byway of an update to this form when the resolution has been lodgedwith ASIC.	Actual☐
3.1c	*Effective date of the return of capital	19 July 2021
	In the case of an equal reduction, not earlier than the day after theresolution approving the return of capital and, in the case of aselective reduction, not earlier than 14 days after the date oflodgement of a copy of the resolution approving the return of capitalwith ASIC.
3.2	*Last day for trading in "cum return of capital"+securities	20 July 2021
	This is business day 1 in the Appendix 7A, section 9 timetable, twobusiness days before the record date, and one business day after theeffective date.
3.2a	Last day for trading in pre-return of capital quotedoptions.	Not applicable.
	Answer this question if your response to Q1.7 is "Yes".
	Note: if the entity has quoted options in which case the exercise pricewill change and new holding statements will be issued to optionholders
	This is business day 1 in the Appendix 7A, section 9 timetable, twobusiness days before the record date, and one business day after theeffective date.

3.3	*Trading in the re-organised +securities on an "exreturn of capital" basis commences.	21 July 2021
	This is business day 2 in the Appendix 7A, section 9 timetable, onebusiness day before the record date, and two business days after theeffective date.
	Please note that the record date and this date cannot be changed(even to postpone or cancel them) any later than 12 noon Sydneytime on the day before the previous date advised.
3.3a	If the +securities being distributed in specie are quotedon ASX and ASX agrees, trading in the +securitiesbeing distributed commences on a +deferred settlementbasis	21 July 2021
	Answer this question if your response to Q1.9 or Q1.10 is "Yes". Thisshould be the same date as Q3.3.
3.3b	If the entity has quoted options, and ASX agrees,trading in the quoted options commences on a+deferred settlement basis.	Not applicable.
	Answer this question if your response to Q1.7 is "Yes". This shouldbe the same date as Q3.3.
3.4	+Record date	22 July 2021
	Last day for entity to register transfers on a pre-returnof capital basis.
	The record date is three business days after the effective date. Thisshould be the same date as Q3.1.
3.5	If the +securities being distributed in specie are, or areintended to be quoted on ASX, first day for those+securities to be issued/transferred, and for holdingstatements to be sent to +security holders notifyingthem of their holdings.	23 July 2021
	Answer this question if your response to Q1.9 or Q1.10 is "Yes".
	This is one business day after the record date – business day 4 inthe Appendix 7A, section 9 timetable.
3.5a	If the entity has quoted options, first day for the +entityto send holding statements to +security holders,notifying them of the change in exercise price for thequoted options they hold.	Not applicable.
	Answer this question if your response to Q1.7 is "Yes". This shouldbe the same date as Q3.5, if applicable.This is one business day after the record date – business day 4 inthe Appendix 7A, section 9 timetable.
3.6	If the +securities being distributed in specie are, or areintended to be, quoted on ASX, last day for those+securities to be issued/transferred, for holdingstatements to be sent to +security holders notifyingthem of their holdings, and if necessary, for the issuerto lodge an Appendix 2A with ASX applying for theirquotation.	29 July 2021
	Answer this question if your response to Q1.9 or Q1.10 is "Yes".
	This is five business days after the record date – business day 8 inthe Appendix 7A, section 9 timetable. Please note that thedistribution date cannot be changed any later than 12 noon Sydneytime on the previous distribution date advised.

specie distribution of +securities in another entity

3.6a	If the entity has quoted options, last day for entity tosend holding statements to +security holders notifyingthem of the change in exercise price for the quotedoptions they hold and to notify ASX that this hasoccurred.Answer this question if your response to Q1.7 is "Yes". This shouldbe the same date as Q3.6, if applicable.This is five business days after the record date – business day 8 inthe Appendix 7A, section 9 timetable. Please note that thedistribution date cannot be changed any later than 12 noon Sydneytime on the previous distribution date advised.	Not applicable.
3.7	If the +securities being distributed are quoted on ASX,trading in the +securities starts on a normal T+2 basisAnswer this question if your response to Q1.9 or Q1.10 is "Yes".This is the business day after the distribution date. This is businessday 9 in the Appendix 7A, section 9 timetable.	29 July 2021
3.7a	If the entity has quoted options, trading in the optionsstarts on a normal T+2 basisAnswer this question if your response to Q1.7 is "Yes". This shouldbe the same date as Q3.7, if applicable.This is the business day after the distribution date. This is businessday 9 in the Appendix 7A, section 9 timetable.	Not applicable.
3.8	If the +securities being distributed are quoted on ASX,first settlement of trades in those +securities conductedon a +deferred settlement basis and on a normal T+2basisAnswer this question if your response to Q1.9 or Q1.10 is "Yes".This is three business days after the distribution date. This isbusiness day 11 in the Appendix 7A, section 9 timetable.	2 August 2021
3.8a	If the entity has quoted options, first settlement oftrades in those options conducted on a +deferredsettlement basis and on a normal T+2 basisAnswer this question if your response to Q1.7 is "Yes". This shouldbe the same date as Q3.8, if applicable.This is three business days after the distribution date. This isbusiness day 11 in the Appendix 7A, section 9 timetable.	Not applicable.

Part 4 – Issue details

QuestionNo.	Question	Answer
4.1a	*ASX issuer code and name of entity whose+securities are being distributedAnswer this question if your response to Q1.9 is "Yes".Please provide this detail if applicable and known OR pleaseadvise the issuer code of the entity in which securities are being	ASX: CNRCannon Resources Limited
4.1b	distributed*ASX +security code and description for +securitiesbeing distributedAnswer this question if your response to Q1.9 is "Yes".	ASX: CNR
4.1c	Please provide details if known.*Name of entity in which +securities are beingdistributedAnswer this question if your response to Q1.9 is "No".	N/A.
4.1d	*Registration number and registration number type,of entity whose +securities are being distributedAnswer this question if your response to Q1.9 is "No".One of ABN/ARSN/ARBN/ACN or other registration type andnumber. If "other" please specify the type of registration number.	N/A.
4.1e	*Description of +securities being distributedAnswer this question if your response to Q1.9 is "No".For example fully paid ordinary shares.	N/A.
4.1f	*Estimated listing date on ASX of entity whose+securities are being distributedAnswer this question if your response to Q1.9 is "No" and yourresponse to Q1.10 is "Yes".	N/A.
4.2	*Total number of +securities to be distributed in thereturn of capitalPlease provide the total number of securities to be distributed. Ifan estimate is provided, please provide the actual number by or onthe distribution date.	Estimated☐OR☒Actual36,446,871
4.3	Has the ratio for the distribution of +securities in thereturn of capital been determined?	Yes.
4.3a	*The capital return will be on the basis thatAnswer this question if your response to Q4.3 is "Yes".For example, where you distribute one distribution security forevery five securities held, the answer above is 1.00 (distribution)security will be distributed for each 5.00 (held) securities. Todistribute two distribution securities for every three securities heldthe answer is 2.00 (distribution) securities will be distributed forevery 3.00 (held) securities. An example of how the ratio wouldaffect a sample security holding can be given in Part 5 – "Furtherinformation".	1 +securities inCannon Resources Limitedwill be distributed for every4.324 +securities held inRox Resources Limited

4.3b	How and when will the ratio for the distribution of+securities in the return of capital be determined?Answer this question if your response to Q4.3 is "No". Note thatonce the ratio is determined, this must be provided via an updateannouncement.	Not applicable.
4.4	*What will be done with fractional entitlements?Please select the appropriate description of how fractions will behandled. If you do not have a rounding policy please choose"Fractions rounded down to the nearest whole number or fractionsdisregarded".	☐ Fractions rounded up tothe next whole number☐ Fractions rounded down tothe nearest whole numberor fractions disregarded☐ Fractions sold andproceeds distributed☒Fractions of 0.5 and overrounded upFractions over 0.5☐rounded up
4.5	*Will the return of capital affect the exercise price ofany entity-issued optionsAnswer this question if your response to Q1.7 is "Yes".	Yes.
4.5a	Return of capital amount per +security used to adjustexercise price of optionsAnswer this question if your response to Q1.7 is "Yes" and yourresponse to Q4.5 is "Yes".If an estimate is provided please provide the actual amount via anupdate announcement as soon as reasonably practicable, and nolater than the distribution date.	Estimated☐OR☒Actual

4.5b	Exercise price of options
	Provide the details below if your response to Q1.7 is "Yes" and your response to Q4.5 is "Yes".
	Please confirm the exercise price of options on issue before and after the return of capital. Please provide theamount in the primary currency in dollars (or equivalent denomination for foreign currency). Listing Rule 7.22.3governs the change in exercise price of options in a return of capital. If there is more than one security, pleaseinclude the additional securities.
ASX+securitycode	ASX +securitydescription	Quoted/unquoted	Currency	Exerciseprice beforereturn ofcapital	Exercise priceafter return ofcapital
RXLAB	Options expiring 31Jan 2022, ex $0.225	Unquoted	AUD	$0.225	$0.163
	Options expiring 30Nov 2022, ex $0.495	Unquoted	AUD	$0.495	$0.433
RXLAQ	Options expiring 31Dec 2023, ex $1.50	Unquoted	AUD	$1.50	$1.438
RXLAR	Options expiring 31Dec 2023, ex $1.875	Unquoted	AUD	$1.875	$1.813
RXLAS	Options expiring 31Dec 2023, ex $2.25	Unquoted	AUD	$2.25	$2.188
RXLAT	Options expiring 26Mar 2025, ex $1.05	Unquoted	AUD	$1.05	$0.988
RXLAU	Options expiring 25May 2024 ex $0.825	Unquoted	AUD	$0.825	$0.763
4.6	*Can holders of the entity's quoted optionsparticipate in the return of capital if they exercise theoptions by a certain date?Answer this question if your response to Q1.7 is "Yes".			No.
4.6a	*ASX quoted option detailsAnswer this question if your response to Q1.7 is "Yes" and yourresponse to Q4.6 is "Yes".			Not applicable.
	Please advise the quoted options which may participate in thereturn of capital if they exercise by the relevant date. More thanone class of options may be advised.
4.6b	*What is the date by which options must beexercised to participate in the return of capital?Answer this question if your response to Q1.7 is "Yes" and yourresponse to Q4.6 is "Yes".			Not applicable.
4.6c	Description of the date			Not applicable.
	Answer this question if your response to Q1.7 is "Yes" and yourresponse to Q4.6 is "Yes".
	Please provide a description of the date – for example, the daybefore the record date.

Part 5 – Further Information

QuestionNo.	Question	Answer
5.1	*Has the entity applied for an ATO class ruling relatingto the return of capital?If receipt of an ATO ruling is a condition of the return of capitalproceeding, please include it at Q2.1 and 2.1a –Approvals.	Yes.
5.1a	*Please provide further information on the ATO rulingAnswer this question if your response to Q5.1 is "Yes".	The ATO has issued ClassRuling 2021/63 which confirmsthat demerger tax relief isavailable for certain Roxshareholders.
5.2	Further information relating to this return of capitalPlease provide any further information you wish to provide relating tothis return of capital.	Not applicable.

Introduced 22/09/14; amended 29/06/15; 07/03/16; 01/12/19; 05/06/21