ROX RESOURCES LIMITED — Director's Dealing 2009

Sep 15, 2009

RRL0952

15 September 2009

Mr J Rowe ASX Markets Supervision Pty Ltd Level 8, Exchange Plaza 2 The Esplanade Perth WA 6000

Dear James.

Appendix 3Y - Change of Directors Interest Notice

I refer to the recent lodgement of Appendix 3Y's for Mr Gresham and Mr Mulholland which you advised were lodged late. Further to your questions I advise:

• $\mathbf{I}$ . The change in Directors interest was a result of their participation in the Company's recent entitlements issue in which all shareholders were entitled to participate on the same terms. The company allotted the securities issued pursuant to the entitlements issue on 31 August 2009 and the holding statements were sent by the share registry on 1 September 2009, in accordance with the Prospectus indicated Important Dates. It took several days for the holding statements to be received by the relevant directors upon which time they informed the company and the company acted to issue the appendix 3Y's.
• $2.$ In order to ensure compliance with this issue the Directors receive an appointment letter and by acceptance of their appointment acknowledge that they are required to advise the Company of their initial interests in securities of the company and any subsequent change to that interest.

In addition at each meeting of directors, directors are required to confirm that their notifiable interests as disclosed to the ASX are correct.

1. Given that this late lodgement occurred only over a matter of days and the company's internal control procedures the company believes that its current arrangements with directors are adequate.

Yours faithfully.

Brett Dickson Company Secretary Rox Resources Limited

Rox Resources Limited ABN 53 107 202 602 Level 1, 30 Richardson Street, West Perth WA 6005 Telephone: +61 8 6380 2966 Facsimile: +61 8 6380 2988 Email: admin@roxresources.com.au

NO.096 $P.2/3$

ASX Markets Supervision Pty Ltd ABN 26 087 780 489 2 The Esplanade Perth WA 6000

GPO Box D187 Perth WA 6840

Telephone 61 8 9224 0000 Facsimile 61 8 9221 2020 www.asx.com.au

14 September 2009

Brett Dickson Company Secretary Rox Resources Limited Ground Floor. 63 Hav Street Subjaco WA 6008

By fax: 63802988

Dear Brett

Rox Resources Limited (the "Company") Appendix 3Y-Change of Director's Interest Notice

We refer to the following:

• The Amended Appendix 3Y's lodged by the Company with ASX Limited ("ASX") on 11 September 2009 1. for Mr J Gresham and Mr I Mulholland.
• $2.$ Listing rule 3.19A which requires an entity to tell ASX the following:
• 3.19A.1 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the following times.
  • On the date that the entity is admitted to the official list. $\bullet$
  • $\blacksquare$ On the date that a director is appointed.

The entity must complete Appendix 3X and give it to ASX no more than 5 business days after the entity's admission or a director's appointment.

• 3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust). The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.
• $3.19A.3$ The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.
• 1. Listing rule 3.19B which states as follows.

Anstralian Sacaritius Exchange

An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z

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Australian Stock Exchange		Australian Cleaning House		ASX Settlement and Transfer Corporation
Sydney Futures Exclusion		SFE Classing Cosporation		Austricha

within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.

1. The Companies Update dated 27 June 2008, reminding listed entities of their obligation to notify ASX within 5 business days of the notifiable interests in securities held by each director and outlining the action that ASX would take in relation to breaches of listings rules 3.19A and 3.19B.

As the Appendix 3Y's indicated that a change occurred on 31 August 2009, it appears that the Appendix 3Y's should have been lodged with the ASX within 5 business days of the change of the director's interest. As the Appendices 3Y were lodged on 11 September 2009, it appears that the Company may be in breach of listing rules 3.19A and/or 3.19B.

Please note that ASX is required to record details of breaches of the listing rules by listed companies for its reporting requirements.

ASX reminds the Cornpany of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Company make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.

Having regard to listing rules 3.19A and 3.19B and Guidance Note 22: "Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities", we ask that you answer each of the following questions:

• $1.$ Please explain why the Appendix 3Y's were lodged late.
• 1. What arrangements does the Company have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?
• 1. If the current arrangements are inadequate or not being enforced, what an additional step does the Company intend to take to ensure compliance with listing rule 3.19B?

Your response should be sent to me by facsimile on facsimile number (08) 9221 2020. It should not be sent to the Company Announcements Office.

A response is requested as soon as possible and, in any event, not later than half an hour before the start of trading (ie before 7.30 a.m. W.D.S.T.) on Friday, 18 September 2009.

Under listing rule 18.7A, a copy of this query and your response will be released to the market, so your response should be in a form suitable for release and should separately address each of the questions asked. If you have any queries or concerns, please contact me on 9224 0001.

ours Sincerely, James Rowe Mahager, Issuers (Perth)