ROX RESOURCES LIMITED — Capital/Financing Update 2025

May 12, 2025

ASX: RXL ASX Announcement 13 May 2025

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Completion of Tranche 1 Placement and Cleansing Statement

Rox Resources Limited (ASX: RXL) (" Rox " or " the Company ") refers to its announcement on Monday, 5 May 2025, in respect of a two-tranche placement (" Placement ") to raise up to $40 million (before costs).

The Company confirms it has today completed Tranche 1 of the Placement through the issue of 119,833,335 fully paid ordinary shares in the Company at an issue price of $0.30 per share (" Tranche 1 Placement Shares "), raising $36 million (before costs).

The Tranche 1 Placement Shares were issued using the Company's existing placement capacity under ASX Listing Rule 7.1 and 7.1A.

Tranche 2 of the Placement, raising $4 million (before costs), is expected to complete following Shareholder approval at a meeting to be held indicatively in late June 2025.

Refer to the Appendix 2A dated 13 May 2025 which contains further details on the issue of Tranche 1 Placement Shares.

The Company provides this notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (the Act ).

For the purposes of section 708A(6) of the Act, the Company gives notice that:

• (a) the Tranche 1 Placement Shares were issued without disclosure to investors under Part 6D.2 of the Act;

• (b) this notice is being given under section 708A(5)(e) of the Act;

• (c) as at the date of this notice, the Company has complied with:

  • i) the provisions of Chapter 2M of the Act as they apply to the Company; and

  • ii) sections 674 and 674A of the Act; and

(d) as at the date of this notice, there is no information that is ‘excluded information’ within the meaning of sections 708A(7) and 708A(8) of the Act that is required to be disclosed by the Company in this notice.

Authorisation:

This announcement is authorised for release by the Board of Rox Resources Limited.

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For further information, please contact:

Investor Inquiries

Phillip Wilding Managing Director & CEO Rox Resources Limited admin@roxresources.com.au +61 8 9266 0044

Media Inquiries Gerard McArtney Investors & Media Purple gmacartney@purple.com.au +61 487 934 880

Rox Resources Limited

ABN 53 107 202 602 Level 2, 87 Colin Street, West Perth WA 6005 www.roxresources.com.au

About Rox Resources

Rox Resources (ASX: RXL) is a West Australian focused gold exploration and development company. It is the 100 per cent owner of the historic Youanmi Gold Project near Mt Magnet, approximately 480 kilometres northeast of Perth, and owns the Mt Fisher - Mt Eureka Gold and Nickel Project approximately 140 kilometres southeast of Wiluna, with 100% ownership of certain tenure with the remaining tenure held via a joint venture (Rox 51%, earning into 75%).

Youanmi Project has a Total Mineral Resource of 2.3Moz of contained gold, with potential for further expansion with the integration of existing prospects into the Resource and further drilling. Youanmi was a high-grade gold mine and produced ~667,000oz of gold (at 5.47 g/t Au) before it closed in 1997. It is classified as a disturbed site and is on existing mining leases which have significant existing infrastructure to support a return to mining operations.

Competent Persons Statement

Resource Statements

The statement of estimates of Mineral Resources for the Youanmi Gold Project was reported by Rox in accordance with ASX Listing Rule 5.8 and the JORC Code (2012 edition) in the announcement “MRE Update confirms Youanmi as Significant High-Grade Gold Project and Paves Way for PFS” released to the ASX on 30 January 2024, and for which the consent of the Competent Person Mr Steve Le Brun was obtained. A copy of that announcement is available at www.asx.com.au. Rox confirms it is not aware of any new information or data that materially affects the Mineral Resources estimates information included in that market announcement and that all material assumptions and technical parameters underpinning the Mineral Resources estimates in that announcement continue to apply and have not materially changed. Rox confirms that the form and context in which the Competent Person's findings are presented have not been materially modified from that market announcement.

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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