ROX RESOURCES LIMITED — Capital/Financing Update 2022

Nov 8, 2022

Proposed issue of securities

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Announcement Summary

Entity name

ROX RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

9/11/2022

The Proposed issue is:

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

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

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
RXL	ORDINARY FULLY PAID	6,060,606

+Record date

8/11/2022

Offer closing date

1/12/2022

+Issue date

8/12/2022

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

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
RXL	ORDINARY FULLY PAID	24,242,425

Proposed +issue date 16/11/2022

Refer to next page for full details of the announcement

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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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

53107202602

1.3 ASX issuer code

RXL

1.4 The announcement is

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New announcement

1.5 Date of this announcement

9/11/2022

1.6 The Proposed issue is:

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

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan issue can proceed on an unconditional basis? No

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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 total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 6,060,606

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? No

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes

Is the minimum acceptance unit based or dollar based? Dollar based ($)

Please enter the minimum acceptance value

$ 2,000

Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Yes Is the maximum acceptance unit based or dollar based? Dollar based ($)

Please enter the maximum acceptance value

$ 30,000

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Describe all the applicable parcels available for this offer in number of securities or dollar value Parcel A $30,000 Parcel B $25,000 Parcel C $20,000 Parcel D $15,000 Parcel E $10,000 Parcel F $5,000 Parcel G $2,000 Offer price details Has the offer price been determined? Yes In what currency will the offer What is the offer price per be made? +security? AUD - Australian Dollar AUD 0.16500 Oversubscription & Scale back details Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements The Company intends to scale back applications under the SPP at the sole discretion of the Directors. Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 4C - Timetable 4C.1 Date of announcement of +security purchase plan 9/11/2022 4C.2 +Record date 8/11/2022 4C.3 Date on which offer documents will be made available to investors 17/11/2022 4C.4 Offer open date 17/11/2022 4C.5 Offer closing date 1/12/2022 4C.7 +Issue date and last day for entity to announce results of +security

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purchase plan offer

8/12/2022

Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? 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?

1) Canaccord Genuity (Australia) Limited;

2) Taylor Collison Limited; and

3) RM Corporate Finance Pty Ltd

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

1) 2.0% Management Fee; and

2) 4.0% for shareholders brought into the offer

4E.2 Is the proposed offer to be underwritten?

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No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission?

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Yes

4E.3a Will the handling fee or commission be Dollar based or Percentage based? Percentage based (%)

4E.3b Amount of any handling fee or commission payable to brokers who lodge acceptances on behalf of investors

4.000000 %

4E.3c Please provide any other relevant information about the handling fee or commission method

Nil.

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

Nil.

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Part 4F - Further Information

4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Funds from the SPP will be utilised to progress resource drilling, near mine exploration and feasibility studies at the company's flagship Youanmi Gold Project as it heads toward development

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

Offer is only available to Eligible Shareholders who are residents of Australia, New Zealand or the United Kingdom.

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

https://www.roxresources.com.au/investors/investorsdashboard/

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

Refer to ASX Announcement dated 9 November 2022.

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 9/1/2023 Estimated

Comments

The issue of up to 4.0 million shares to Hawke's Point (the Company's largest shareholder) is subject to the Company obtaining shareholder approval at a general meeting to be held in or around early January 2023. Further details on the Meeting time and venue will be provided in the notice of meeting to be dispatched to shareholders on or around 9 December 2022.

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

RXL : ORDINARY FULLY PAID

Number of +securities proposed to be issued

24,242,425

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?

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Yes In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.16500

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

Part 7C - Timetable

7C.1 Proposed +issue date

16/11/2022

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire 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?

22,841,142

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?

1,401,283

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

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

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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?

Joint Lead Managers:

• 1) Canaccord Genuity (Australia) Limited;

• 2) Taylor Collison Limited; and

• 3) RM Corporate Finance Pty Ltd.

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

• 4% Capital Raising Fee

• 2% Management Fee

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

Legal fees, share registry fees, ASX quotation fees

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Funds from the Placement will be utilised to progress resource drilling, near mine exploration and feasibility studies at the company's flagship Youanmi Gold Project as it heads toward development.

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

Refer to the ASX Announcement dated 9 November 2022.

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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