ROX RESOURCES LIMITED

RRL1915

ASX Announcement

27 May 2024

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ASX: RXL

Rox Resources Limited is exploring and developing advanced gold assets in Western Australia: the Youanmi Gold Project and the Mt Fisher – Mt Eureka Gold/Nickel project.

DIRECTORS

Mr Stephen Dennis Chairman

Mr Robert Ryan Managing Director

Dr John Mair Non-Executive Director

Mr Matthew Hogan Non-Executive Director

Shares on Issue 369.4m Share Price $0.17 Market Cap. $62.8m

Level 2, 87 Colin Street, West Perth WA 6005

+61 8 9226 0044

[email protected]

www.roxresources.com.au

SUCCESSFUL COMPLETION OF ENTITLEMENT OFFER

Proceeds to advance the 2.3Moz Youanmi Gold Project in WA

Highlights:

1-for-8 non-renounceable pro-rata Entitlement Offer announced on 26 April successfully completed.
Entitlement Offer raised approximately $3.9 million (before costs).
Binding commitments received for approximately $2.3 million (before costs) under the Shortfall Offer.
Proceeds will be utilised to progress the next stage of development of the 2.3Moz Youanmi Gold Project, including completion of the Pre-Feasibility Study.

West Australian gold exploration and development company Rox Resources Limited (ASX: RXL) ( Rox or the Company ) is pleased to announce the completion of its non-renounceable pro rata entitlement offer to eligible shareholders on the basis of one (1) new fully-paid ordinary share in the Company ( New Share ) for every eight (8) existing shares held as recorded on the Company's share register as at 5:00pm (AWST) on Wednesday, 1 May 2024 ( Record Date ) at an issue price of $0.165 per New Share ( Entitlement Offer ).

Under the Entitlement Offer, eligible shareholders will also receive one (1) free attaching option for every two (2) New Shares subscribed for and issued, exercisable at $0.25 each and expiring on 30 November 2025 ( New Option ).

The New Shares and New Options together comprise the New Securities .

Follow Rox:

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The Entitlement Offer closed at 5.00pm (AWST) on Monday, 20 May 2024 ( Closing Date ) and raised gross proceeds of approximately $3.9 million (before costs).

Not for release to U.S. wire services or distribution in the United States

The table below sets out the results from the Entitlement Offer:

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Summary	No. of New Shares	Gross Proceeds
Total New Shares offered under the Entitlement Offer	46,169,283	$7,617,932
Total New Shares applied for by eligible shareholders	23,594,878	$3,893,155
under the Entitlement Offer
Total shortfall under the Entitlement Offer	22,574,405	$3,724,777

The New Securities subscribed for pursuant to the Entitlement Offer will be allotted and issued on Monday, 27 May 2024, with the New Shares to commence trading on the ASX on Tuesday, 28 May 2024. All New Shares issued pursuant to the Entitlement Offer will rank equally with the Company's existing shares on issue.

In addition, the Company has received binding commitments for approximately $2.3 million through the placement of approximately 14.1 million new fully-paid ordinary shares (S hortfall Shares ) and approximately 7.1 million free attaching options under the Shortfall Offer which is on the same terms and conditions as the Entitlement Offer ( Shortfall Securities ).

The Company expects to issue the Shortfall Securities on or around 31 May 2024. The Shortfall Shares will rank equally with the Company’s existing shares on issue.

Authorised for release to the ASX by the Board of Rox Resources Limited.

* ENDS ***

For more information:

Rob Ryan Managing Director Rox Resources Limited

Tel: +61 8 9226 0044

E: [email protected]

Nicholas Read Investor Relations Read Corporate

Tel: 0419 929 046 E: [email protected]

Not an offer in the United States

This announcement has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

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ASX CODE: RXL [email protected] www.roxresources.com.au

ROX RESOURCES LIMITED Level 2, 87 Colin Street, West Perth WA 6005 +61 8 9226 0044

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Forward ‐ Looking Statements

Certain statements in this announcement relate to the future, including forward-looking statements relating to the Company and its business ‐ (including its projects). Forward looking statements include, but are not limited to, statements concerning Rox Resources Limited planned exploration program(s) and other statements that are not historical facts. When used in this document, the words such as "could," "plan," "estimate," "expect," "intend," "may”, "potential," "should," and similar expressions are forward looking statements.

These forward-looking statements involve known and unknown risks, uncertainties, assumptions, and other important factors that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such statements. Actual events or results may differ materially from the events or results expressed or implied in any forward-looking statement and deviations are both normal and to be expected. Neither the Company, its officers nor any other person gives any representation, assurance or guarantee that the events or other matters expressed or implied in any forward-looking statements will actually occur. You are cautioned not to place undue reliance on those statements.

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ASX CODE: RXL [email protected] www.roxresources.com.au

ROX RESOURCES LIMITED Level 2, 87 Colin Street, West Perth WA 6005 +61 8 9226 0044

AI assistant

ROX RESOURCES LIMITED Capital/Financing Update 2024

65741_rns_2024-05-26_a2faf35e-b4a7-4520-9515-2f5c72ad560d.pdf