ROX RESOURCES LIMITED — Capital/Financing Update 2025

Dec 2, 2025

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name

ROX RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

3/12/2025

The Proposed issue is:

A placement or other type of issue

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
New class-code to be	Performance Rights	500,000
confirmed

Proposed +issue date

24/11/2026

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

1 / 5

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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

New announcement

1.5 Date of this announcement

3/12/2025

1.6 The Proposed issue is:

A placement or other type of issue

Appendix 3B - Proposed issue of securities

2 / 5

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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 24/11/2026 Estimated

Comments

Shareholder approval at the Company's AGM, expected to be held in November 2026

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)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Performance Rights

+Security type

Performance shares/units

Number of +securities proposed to be issued

500,000

Appendix 3B - Proposed issue of securities

3 / 5

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities Nil consideration Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.00000001 Will all the +securities issued in this class rank equally in all respects from their issue date? No If some of the issued +securities do not rank equally Is the actual date from which the +securities will rank equally (non-ranking end date) known? No Provide the estimated non-ranking end period Upon exercise each vested performance right converts to one fully paid share in Rox Resources Limited Please state the extent to which the +securities do not rank equally: In relation to the next dividend, distribution or interest payment; or For any other reason See above

Performance shares/units details +Security currency AUD - Australian Dollar Will there be +CDIs issued over the +securities? No Is it a partly paid class of +security? No Is it a stapled +security? No Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. Refer to ASX Announcement on 3 December 2025 - Rox Strengthens the Board

Part 7C - Timetable

7C.1 Proposed +issue date

24/11/2026

Appendix 3B - Proposed issue of securities

4 / 5

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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? No

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)? No

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

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

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 N/A

Part 7F - Further Information

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

Performance Rights issued as part of remuneration package of Non-Executive Director

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

N/A

Appendix 3B - Proposed issue of securities

5 / 5