ROX RESOURCES LIMITED — Interim / Quarterly Report 2013

Jan 29, 2014

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HIGHLIGHTS

Mt Fisher Gold-Nickel

• Aircore drilling defined a number of new targets for nickel sulphide mineralisation.

• Follow-up RC drilling discovered significant widths and grades of nickel sulphide mineralisation at a relatively shallow depth at two new prospects - Musket and Cannonball:

At Musket:

o 3m @ 3.1% Ni

• 13m @ 1.9% Ni, including 5m @ 2.6% Ni

• 7m @ 1.8% Ni

• o 8m @ 1.3% Ni

At Cannonball:

• 2m @ 2.4% Ni

• 5m @ 2.3% Ni

• 5m @ 2.0% Ni

• Up to 3km strike length of potentially nickel sulphide bearing ultramafic extending from Camelwood to Musket, open at depth and largely unexplored.

• New Option terms negotiated for the Fisher East nickel tenements which reduces the payment due this year.

Reward Zinc

• Extensive review of all data collected in relation to the new zinc discovery at the Teena prospect.

Bonya Copper

• Results from an airborne VTEM survey expected to be finalised shortly.

Corporate

• Share Purchase Plan raised approximately $2.4 million representing an exceptional 93% take-up by shareholders.

Rox Resources Limited Level 1 30 Richardson Street WEST PERTH WA 6005 Telephone: (61 8) 9226 0044 Facsimile: (61 8) 9325 6254

ROX RESOURCES LIMITED QUARTERLY REPORT For Quarter Ended 31 December 2013

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Figure 1: Rox Project Location Map

INTRODUCTION

The fourth quarter of 2013 has been another very successful period for Rox Resources Limited (“Rox” or “the Company”), with continued exploration success at the Mt Fisher project in Western Australia where new zones of nickel sulphides were discovered at the Cannonball and Musket prospects.

Teck Australia Pty Ltd (“Teck”) also continued analysing data from the new Teena zinc-lead discovery at the Reward project (Rox 49%, Teck 51%) in the Northern Territory where four diamond holes drilled in the third quarter intersected significant 15-20 metre widths and 10-13% Zn+Pb grades of sulphide mineralisation over a strike length of 1.3km.

MT FISHER GOLD-NICKEL PROJECT, WA (Rox 100% & option to purchase 100%)

Rox continued to explore the Mt Fisher project area 500km north of Kalgoorlie in Western Australia, (Figure 1) which hosts the Camelwood nickel sulphide discovery and the Mt Fisher, Moray Reef and Damsel gold deposits.

Regional Exploration

An extensive 11,500m aircore drilling program was completed during the quarter. The aim of the aircore drilling was to develop better defined targets that could be followed up by reverse circulation (RC) drilling, and was the method successfully used that led to the discovery of the Camelwood deposit in late 2012.

A number of strong targets were identified (Figure 2), with the stand–out area being the Cannonball prospect (ASX: RXL: 15 November 2013) where aircore results of 3m @ 3.42% Ni and 5m @ 1.35% Ni were returned.

Other new targets generated included Musket ( 8m @ 0.30% Ni ), Emu Bush ( 8m @ 0.46% Ni ), Twinleaf ( 14m @ 0.49% Ni ), and Red Mulga ( 5m @ 0.22% Ni ).

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ROX RESOURCES LIMITED QUARTERLY REPORT For Quarter Ended 31 December 2013

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Cannonball and Musket Nickel Sulphide Discoveries

Follow-up RC drilling of the aircore targets at Cannonball and Musket occurred in December 2013, with assay results announced in January 2014 (ASX: RXL: 10 January 2014).

Significant widths and grades of nickel sulphide mineralisation were intersected in the drilling as listed below. Full results are listed in Table 1 and intercepts shown on Figure 4.

At Musket selected RC holes returned values such as:

9m @ 1.3% Ni from 55m downhole in hole MFEC036,

7m @ 1.8% Ni from 129m downhole in hole MFEC040,

3m @ 3.1% Ni from 129m downhole in hole MFEC037, including 2m @ 4.0% Ni from 129m, and

13m @ 1.9% Ni from 176m downhole in hole MFEC048,

including 5m @ 2.6% Ni from 180m.

These holes were located at the top of an untested VTEM anomaly (Figures 3, 4 & 6) which could represent more massive style, electrically conductive, sulphide mineralisation at depth.

At Cannonball selected RC holes returned values such as:

5m @ 2.0% Ni from 114m downhole in hole MFEC042,

2m @ 2.4% Ni from 128m downhole in hole MFEC043,

4m @ 2.0% Ni from 84m downhole in hole MFEC045, and

5m @ 2.3% Ni from 158m downhole in hole MFEC049,

including 1m @ 3.2% Ni from 159m and 1m @ 4.6% Ni from 162m.

These new nickel sulphide discoveries at Cannonball and Musket demonstrate the potential for a large, regional-scale nickel sulphide system, not just an isolated deposit at Camelwood.

The strike length of potential mineralisation is now up to 3km in a north-south direction, with mineralisation open at depth and largely unexplored (Figure 6). The style of mineralisation at Camelwood, Cannonball and Musket appears to be similar to other deposits of this type, particularly the Kambalda deposits, which can extend to well over 1km depth.

The Company has identified a number of other prospects in the project area and further exploration along the strike of the Camelwood ultramafic unit is warranted as well as deeper drilling at Cannonball, Musket and Camelwood.

Mineral Resource

During the third quarter a maiden Mineral Resource of 1.6 million tonnes at 2.2% nickel containing 34,600 tonnes of nickel was estimated using a 1.0% nickel lower cut-off, with 40% of the resource in the Indicated Mineral Resource category (Table 2) (ASX: RXL: 3 October 2013).

At a higher cut-off grade of 2.5% nickel the Mineral Resource contains 520,000 tonnes at 3.1% nickel , for 16,200 tonnes of contained nickel , with approximately 47.5% in the Indicated Mineral Resource category (Table 3).

The new nickel sulphide discoveries at Cannonball and Musket demonstrate the potential to grow this mineral resource with further drilling.

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ROX RESOURCES LIMITED QUARTERLY REPORT For Quarter Ended 31 December 2013

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Option Terms

The original Option Agreement (ASX: RXL: 27 May 2011) had a term expiring on 30 June 2014, with an exercise payment of $3.5 million due on or before that date.

New terms have been negotiated which provide for an extension of the Option term for a further 12 months to 30 June 2015 as shown below. An additional payment in consideration for the extension of term of $200,000 will be payable by 31 December 2014.

• a) Payment of $100,000 by 31 January 2014

• b) Payment of $1.1 million by 30 June 2014

• c) Payment of $200,000 by 31 December 2014

• d) Payment of $2.3 million by 30 June 2015

Next Quarter

An RC drilling program is planned to commence in early February to follow-up the drill intercepts made at Cannonball and Musket.

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ROX RESOURCES LIMITED QUARTERLY REPORT For Quarter Ended 31 December 2013

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Figure 2: Fisher East Ultramafic Belt – Prospect Locations over interpreted geology

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ROX RESOURCES LIMITED QUARTERLY REPORT For Quarter Ended 31 December 2013

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Figure 3: Camelwood-Musket Prospect and Drill Intercept Locations (coloured by metre %) plotted over Regional Geology (VTEM anomalies shown in yellow)

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ROX RESOURCES LIMITED QUARTERLY REPORT For Quarter Ended 31 December 2013

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Figure 4: Cannonball-Musket North-South Drill Long Section (Musket on the left hand side, and Cannonball on the right hand side)

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Figure 5: Musket Drill Cross Section 7033800N

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ROX RESOURCES LIMITED QUARTERLY REPORT For Quarter Ended 31 December 2013

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Figure 6: Camelwood-Musket South-North Drill Long Section (Musket: left hand side, Camelwood: right hand side), demonstrating strike potential of up to 3 km, open at depth, and largely unexplored. Vertical exaggeration is 2:1.

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ROX RESOURCES LIMITED QUARTERLY REPORT For Quarter Ended 31 December 2013

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Table 1: RC Drilling Assay Results

Hole	East	North	Depth (m)	Dip	Azimuth	From (m)	To (m)	Interval	Ni%	m%	Prospect
MFEC034	356530	7033411	127	-60	270	NSR					Musket
MFEC035	356484	7033605	104	-60	270	NSR					Musket
MFEC036	356463	7033793	144	-60	270	55	64	9	1.32	11.8	Musket
MFEC037	356469	7033994	159	-60	270	129	132	3	3.13	9.4	Musket
		including				129	131	2	4.01
MFEC038	356379	7034195	149	-60	270	NSR					Cannonball
MFEC039	356293	7034398	150	-60	270	NSR					Cannonball
MFEC040	356528	7033800	150	-60	270	129	136	7	1.84	12.9	Musket
MFEC041	356555	7033595	116	-60	270	NSR					Musket
MFEC042	356220	7034600	150	-60	270	114	119	5	2.03	10.2	Cannonball
MFEC043	356186	7034699	164	-65	270	128	130	2	2.36	4.7	Cannonball
MFEC044	356037	7034435	99	-60	270	NSR					Cannonball
MFEC045	356246	7034500	110	-60	270	84	88	4	2.00	8.0	Cannonball
MFEC046	356500	7033900	180	-60	270	NSR					Musket
MFEC047	356555	7033700	143	-60	270	126	127	1	1.04	1.0	Musket
MFEC048	356570	7033800	216	-60	270	176	189	13	1.93	25.0	Musket
		including				180	185	5	2.55
MFEC049	356270	7034600	186	-60	270	158	163	5	2.34	11.7	Cannonball
		including				159	160	1	3.19
		and				162	163	1	4.61
MFEC050	353631	7036301	128	-60	270	NSR					Emu Bush
MFEC051	353681	7036204	144	-60	270	NSR					Emu Bush

Notes:

• Grid coordinates GDA94: Zone 51, collar positions determined by hand held GPS.

• All holes nominal RL 542 +/1 1m AHD estimated from regional Digital Elevation Model.

• Hole azimuths planned to be 270 degrees, but downhole deviations may result in hole paths slightly different to those intended.

• RC drilling by reverse circulation face sampling hammer, then 1 metre samples cone split and bagged.

• Ni analysis by Intertek Genalysis Perth method 4A/OE: Multi-acid digest including Hydrofluoric, Nitric, Perchloric and Hydrochloric acids in Teflon Tubes. Analysed by Inductively Coupled Plasma Optical (Atomic) Emission Spectrometry. For higher precision analyses (e.g. Ni > 1%), Intertek Genalysis Perth method 4AH/OE: Modified (for higher precision) multi-acid digest including Hydrofluoric, Nitric, Perchloric and Hydrochloric acids. Analysed by Inductively Coupled Plasma Optical (Atomic) Emission Spectrometry.

• Cut-off grade for reporting of 1% Ni with up to 2m of internal dilution allowed.

• Given the angle of the drill holes and the interpreted 60-65 degree easterly dip of the host rocks, reported intercepts will be slightly more than true width.

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ROX RESOURCES LIMITED QUARTERLY REPORT For Quarter Ended 31 December 2013

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Table 2: Camelwood Mineral Resource reported at a 1.0% nickel cut-off

	**Camelwood **	Mineral Resource -September 2013	Mineral Resource -September 2013
		Grade	Contained Metal
	Tonnes (Mt)
		Ni%	Nickel (kt)
	Indicated Mineral Resource
Oxide	-	-	-
Transitional	-	-	-
Fresh	0.6	2.4	13.8
**Total Indicated **	0.6	2.4	13.8
	Inferred Mineral Resource
Oxide	0.03	1.7	0.5
Transitional	0.02	1.7	0.7
Fresh	0.9	2.1	19.6
**Total Inferred **	1.0	2.1	20.8
**Total **	1.6	2.2	34.6

Table 3: Camelwood Mineral Resource reported at a 2.5% nickel cut-off

	**Camelwood **	Mineral Resource -September 2013	Mineral Resource -September 2013
		Grade	Contained Metal
	Tonnes (Mt)
		Ni%	Nickel (kt)
	Indicated Mineral Resource
Oxide	-	-	-
Transitional	-	-	-
Fresh	0.2	3.2	7.7
**Total Indicated **	0.2	3.2	7.7
	Inferred Mineral Resource
Oxide	-	-	-
Transitional	-	-	-
Fresh	0.3	3.0	8.4
**Total Inferred **	0.3	3.0	8.4
**Total **	0.5	3.1	16.2

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ROX RESOURCES LIMITED QUARTERLY REPORT For Quarter Ended 31 December 2013

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REWARD ZINC-LEAD PROJECT, NT (Rox 49%, Teck 51% with option to increase to 70%)

Work by Teck during the fourth quarter included field demobilisation, data analysis and validation, drill and camp site rehabilitation and local community engagement. In particular, detailed work to better define geological understanding was undertaken with detailed logging of drill core.

This followed drilling during the third quarter 2013 which discovered significant zinc-lead sulphide mineralisation with drill intercepts as below (ASX: RXL: 5 August 2013, 26 August 2013, 18 September 2013, and 11 October 2013):

TNDD009: 26.4m @ 11.6% Zn, 1.7% Pb, 13.3% Zn+Pb , from 1,060.1m, including 16.2m @ 14.9% Zn, 2.3% Pb, 17.2% Zn+Pb, from 1,070.3m and 5.0m @ 9.5% Zn, 1.2% Pb, 10.7% Zn+Pb, from 1,121.0m TNDD010: 20.1m @ 13.0% Zn, 2.0% Pb, 15.0% Zn+Pb, from 944.3m, including 12.5m @ 16.8% Zn, 2.7% Pb, 19.5% Zn+Pb, from 951.4m and 6.2m @ 8.5% Zn, 1.5% Pb, 10.0% Zn+Pb, from 988.8m and 2.9m @ 7.6% Zn, 2.7% Pb, 10.4% Zn+Pb, from 1,125.4m TNDD011: 20.3m @ 12.0% Zn, 1.9% Pb, 13.9% Zn+Pb , from 901.0m, including 14.2m @ 15.8% Zn, 2.5% Pb, 18.4% Zn+Pb, from 907.1m and 1.7m @ 11.1% Zn, 2.1% Pb, 13.2% Zn+Pb, from 937.3m TNDD012: 14.9m @ 9.1% Zn, 1.3% Pb, 10.4% Zn+Pb , from 676.0m, including 4.5m @ 10.0% Zn, 1.4% Pb, 11.4% Zn+Pb from 676.0m, and 6.0m @ 12.6% Zn, 2.0% Pb, 14.6% Zn+Pb from 684.9m

These drill holes define continuity of mineralisation along a 1.0km strike length, and together with previous historic drill holes indicate a potential strike length of at least 1.5km within the Teena sub-basin.

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ROX RESOURCES LIMITED QUARTERLY REPORT For Quarter Ended 31 December 2013

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Figure 7: Reward Project Tenements and Prospect Map

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Figure 8: Teena Drill Hole Intercept Locations. Historic hole intercepts (horizontal position above subsurface intersection) are shown in red. Intercepts from drill holes in the current program are shown in yellow (horizontal position above subsurface intersection). The map shading represents interpretation of outcropping geology.

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ROX RESOURCES LIMITED QUARTERLY REPORT For Quarter Ended 31 December 2013

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Figure 9: Drill Cross Section 608400E. Results from hole TNDD009 shown in red, while historic hole results are shown in black. Geology is still largely interpretative.

1Sedex (or sediment-hosted exhalative) zinc-lead mineralisation is a common type of zinc-lead deposit in northern Australia. Examples are Mt Isa, Century, and the “type example” McArthur River. Typically these deposits are laterally continuous over relatively large distances and the resources of these deposits are counted in the 10’s and 100’s millions of tonnes at grades frequently exceeding 10% Zn+Pb.

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ROX RESOURCES LIMITED QUARTERLY REPORT For Quarter Ended 31 December 2013

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BONYA COPPER PROJECT, NT (Rox earning up to 70%)

The Bonya project is located 350km east of Alice Springs, Northern Territory (Figure 1), adjacent to the Jervois copper deposit (JORC Mineral Resource of 13.5 Mt @ 1.3% Cu, 25 g/tAg, KGL:ASX).

Visible outcropping copper mineralisation has returned rock chip assays up to 33% copper, 55 g/t silver and 0.6 g/t gold, including significant levels of lead (Pb).

During the quarter an airborne VTEM survey was completed. Results are in the final stages of processing and should be available shortly.

MARQUA PHOSPHATE PROJECT, NT (Rox 100%)

Rox is seeking a strategic partnership to take the Marqua phosphate project forward.

CORPORATE

In December the Company was able to finalise a Share Purchase Plan which raised approximately $2.4 million for exploration and associated expenses. This represented a 93% take-up by shareholders.

Cash on hand at the end of the quarter was $2.4 million.

Dated this 30[th] day of January 2014.

Signed on behalf of the Board of Rox Resources Limited.

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IAN MULHOLLAND Managing Director

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ROX RESOURCES LIMITED QUARTERLY REPORT For Quarter Ended 31 December 2013

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About Rox Resources

Rox Resources Limited is an emerging Australian minerals exploration company. The company has four key assets at various levels of development with exposure to gold, nickel, zinc, lead, copper and phosphate, including the Mt Fisher Gold Project (WA), Myrtle/Reward Zinc-Lead Project (NT), the Bonya Copper Project (NT) and the Marqua Phosphate Project (NT).

Mt Fisher Gold-Nickel Project (100% + Option to Purchase $3.5 million)

The Mt Fisher gold project is located in the highly prospective North Eastern Goldfields region of Western Australia and in addition to being well endowed with gold the project hosts a strong potential for nickel. The total project area is 655km[2] , consisting of a 485km[2] area 100% owned by Rox and an Option to purchase 100% of a further 170km[2] .

Drilling by Rox at the Camelwood nickel prospect has defined a JORC 2012 Mineral Resource (ASX:RXL 3 October 2013) of 1.6Mt grading 2.2% nickel reported at 1.0% Ni cut-off (Indicated Mineral Resource: 0.6Mt grading 2.4% Ni, Inferred Mineral Resource: 1.0Mt grading 2.1% Ni) comprising massive and disseminated nickel sulphide mineralisation, and containing 34,600 tonnes of nickel. A higher grade core of 520,000 tonnes grading 3.1% nickel reported at a 2.5% Ni cut-off (Indicated Mineral Resource: 240,000 tonnes grading 3.2% Ni, Inferred Mineral Resource: 280,000 tonnes grading 3.0% Ni) is present. The mineralisation is still open in all directions. The nickel Mineral Resource occurs partly on tenements under Option to Purchase to Rox, with a total exercise price of $3.7 million payable in stages, $1.2 million by 30 June 2014, $0.2 million by 31 December 2014 and $2.3 million by 30 June 2015.

Two new nickel sulphide occurrences were discovered by Rox recently at the Musket and Cannonball prospects located to the south of Camelwood, but along the same ultramafic horizon, extending the total length of this unit to over 3km. The mineralisation is still open at depth and largely unexplored.

Rox has also defined numerous high-grade gold targets and a JORC 2004 Measured, Indicated and Inferred Mineral Resource (ASX:RXL 10 February 2012) of 973,000 tonnes grading 2.75 g/t gold reported at a 0.8 g/tAu cut-off exists for 86,000 ounces of gold (Measured: 171,900 tonnes grading 4.11 g/t Au, Indicated: 204,900 tonnes grading 2.82 g/t Au, Inferred: 596,200 tonnes grading 2.34 g/t Au) aggregated over the Damsel, Moray Reef and Mt Fisher deposits.

Reward Zinc-Lead Project (49% + Farm-out Agreement)

Rox has signed an Earn-In and Joint Venture Agreement with Teck Australia Pty Ltd. (“Teck”) to explore its highly prospective 670km[2] Myrtle/Reward zinc-lead tenements, located 700km south-east of Darwin, Northern Territory, adjacent to the McArthur River zinc-lead mine.

The Myrtle zinc-lead deposit has a current JORC 2004 Mineral Resource (ASX:RXL 15 March 2010) of 43.6 Mt @ 5.04% Zn+Pb reported at a 3.0% Zn+Pb cut-off (Indicated: 5.8 Mt @ 3.56% Zn, 0.90% Pb; Inferred: 37.8 Mt @ 4.17% Zn, 0.95% Pb).

Recent drilling at the Teena zinc-lead prospect intersected 26.4m @ 13.3% Zn+Pb including 16.2m @ 17.2% Zn+Pb, and 20.1m @ 15.0% Zn+Pb including 12.5m @19.5% Zn+Pb , and together with historic drilling has defined significant high grade zinc-lead mineralisation over a strike length of at least 1.5km.

Under the terms of the Agreement, Teck has now met the expenditure requirement for a 51% interest, with Rox holding the remaining 49%. Teck has elected to increase its interest in the project to 70% by spending an additional A$10m (A$15m in total) by 31 August 2018 (ASX:RXL 21 August 2013).

Bonya Copper Project (Farm-in Agreement to earn up to 70%)

In October 2012 Rox signed a Farm-in Agreement with Arafura Resources Limited to explore the Bonya Copper Project located 350km east of Alice Springs, Northern Territory. Outcrops of visible copper grading up to 34% Cu and 27 g/t Ag are present. Under the Agreement Rox can earn a 51% interest in the copper, lead, zinc, silver, gold, bismuth and PGE mineral rights at Bonya by spending $500,000 within the first two years. Rox can then elect to earn a further 19% (for 70% in total) by spending a further $1 million over a further two years. Once Rox has earned either a 51% or 70% interest it can form a joint venture with Arafura to further explore and develop the area. Recently a VTEM survey was flown, with results due out shortly.

Marqua Phosphate Project (100%)

Rox owns one tenement covering approximately 660 km[2] in the Northern Territory which comprises the Marqua Phosphate project. The project has the potential for a sizeable phosphate resource to be present, with surface sampling returning values up to 39.4% P2O5 and drilling (including 6m @ 19.9% P2O5 and 5m @ 23.7% P2O5) confirming a 30km strike length of phosphate bearing rocks.

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ROX RESOURCES LIMITED QUARTERLY REPORT For Quarter Ended 31 December 2013

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Competent Person Statements:

The information in this report that relates to nickel Exploration Results for the Mt Fisher Project is based on information compiled by Mr Ian Mulholland BSc (Hons), MSc, FAusIMM, FAIG, FSEG, MAICD, who is a Fellow of The Australasian Institute of Mining and Metallurgy and a Fellow of the Australian Institute of Geoscientists. Mr Mulholland has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration, and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Mulholland is a full time employee and Managing Director of the Company and consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

The information in this report that relates to nickel Mineral Resources for the Mt Fisher project was reported to the ASX on 3 October 2013. Rox confirms that it is not aware of any new information or data that materially affects the information included in the announcement of 3 October 2013, and that all material assumptions and technical parameters underpinning the estimates in the announcement of 3 October 2013 continue to apply and have not materially changed.

The information in this report that relates to Exploration Results and Mineral Resources for the Reward Zinc-Lead, Bonya Copper and Marqua Phosphate projects and for the gold Mineral Resource defined at Mt Fisher, was prepared and first disclosed under the JORC Code 2004. It has not been updated since to comply with the JORC Code 2012 on the basis that the information has not materially changed since it was last reported, and is based on information compiled by Mr Ian Mulholland BSc (Hons), MSc, FAusIMM, FAIG, FSEG, MAICD, who is a Fellow of The Australasian Institute of Mining and Metallurgy and a Fellow of the Australian Institute of Geoscientists. Mr Mulholland has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration, and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Mulholland is a full time employee of the Company and consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

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ROX RESOURCES LIMITED QUARTERLY REPORT For Quarter Ended 31 December 2013

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APPENDIX 5B

Mining Exploration Entity Quarterly Report

Name of entity

Name ofentity
ROX RESOURCES LIMITED	Quarterended (“current quarter”)
ACNor ARBN 107 202 602 Consolidated statement of cash flows
	31 December 2013
Cash flows related to operating activities 1.1 Receipts from product sales and related debtors 1.2 Payments for: (a) exploration and evaluation (b) development (c) production (d) administration 1.3 Dividends received 1.4 Interest and other items of a similar nature received 1.5 Interest and other costs of finance paid 1.6 Income taxes paid 1.7 Other – Security bonds repayments Net Operating Cash Flows	Current Quarter A$’000	Year to Date (6 months) $A’000
	- (717) - - (204) - 5 - - -	- (2,297) - - (575) - 16 - - -
	(916)	(2,856)
Cash flows related to investing activities 1.8 Payment for purchases of: (a) prospects (b) equity investments (c) other fixed assets 1.9 Proceeds from sale of: (a) prospects (b) equity investments (c) other fixed assets 1.10 Loans to other entities 1.11 Loans repaid by other entities 1.12 Other - Net investing cash flows 1.13 Total operating and investing cash flows (carried forward)	- - - - - - - - -	- - - - - - - - -
	-	-
	(916)	(2,856)

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ROX RESOURCES LIMITED QUARTERLY REPORT For Quarter Ended 31 December 2013

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1.13 Total operating and investing cash flows (brought forward)	(916)	(2,856)
Cash flows related to financing activities 1.14 Proceeds from issues of shares (net of costs) 1.15 Proceeds from sale of forfeited shares 1.16 Proceeds from borrowings 1.17 Repayment of borrowings 1.18 Dividends paid 1.19 Other Net financing cash flows	2,288 - - - - -	2,288 - - - - -
	2,288	2,288
Net increase (decrease) in cash held 1.20 Cash at beginning of quarter/year to date 1.21 Exchange rate adjustments to 1.20 1.22Cash at end of quarter	1,372 1,024 -	(568) 2,964 -
	2,396	2,396

Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities

1.23 Aggregate amount of payments to the parties included in item 1.2 1.24 Aggregate amount of loans to the parties included in item 1.10	Current quarter $A’000
	130
	-

• 1.25 Explanation necessary for an understanding of the transactions

N/A

Non-cash financing and investing activities

• 2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows

Nil

• 2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest

During the quarter Teck Australia Pty Ltd expended $580,854 towards its earn-in on the Reward Joint Venture in Northern Territory.

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ROX RESOURCES LIMITED QUARTERLY REPORT For Quarter Ended 31 December 2013

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Financing facilities available

Add notes as necessary for an understanding of the position.

	3.1 Loan facilities 3.2 Credit standby arrangements	Amount available $A’000	Amount used $A’000
		-	-
		-	-

Estimated cash outflows for next quarter

4.1 Exploration and evaluation 4.2 Development 4.3 Production 4.4 Administration	$A’000
	300
	-
	-
	278
Total	578

Reconciliation Of Cash

Reconciliation Of Cash
Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items inthe accountsis asfollows.	Current quarter $A’000	Previous quarter $A’000
5.1 Cash on hand and at bank 5.2 Deposits at call 5.3 Bank overdraft 5.4 Other (provide details)	2,175	505
	221	519
	-	-
	-	-
Total: cash at end of quarter(item 1.22)	2,396	1,024

Changes in interests in mining tenements – Refer to Annexure 1 for list of all mining tenements.

	Tenement reference	Nature of Interest	Interest at beginning of quarter	Interest at end of quarter
6.1 Interest in mining tenements relinquished, reduced or lapsed 6.2 Interest in mining tenements acquired or increased	E53/1386	All Minerals	100%	0%
	-	-	-	-

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ROX RESOURCES LIMITED QUARTERLY REPORT For Quarter Ended 31 December 2013

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Issued and quoted securities at end of current quarter

	Total number	Number quoted	Issue price per security (cents)	Amount paid up per security (cents)
7.1Preference securities (description) 7.2 Changes during quarter	-
	-
7.3Ordinary securities 7.4 Changes during quarter - Issued - Options exercised	665,484,744	665,484,744
	74,675,000 -	74,675,000 -
7.5Convertible debt securities (description and conversion factor) 7.6 Changes during quarter	-
	-
7.7Options (description and conversion factor)	550,000 8,500,000	Nil Nil	Exercise Price $0.047 $0.025	Expires 30 Nov 2014 30 Nov 2015
7.8 Issued during quarter	-	-	-	-
7.9 Exercised during quarter	-	-	-	-
7.10 Expired during quarter	-	-	-	-
7.11Debentures (totals only)	-	-	-	-
7.12Unsecured notes (totals only)	-	-	-	-

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ROX RESOURCES LIMITED QUARTERLY REPORT For Quarter Ended 31 December 2013

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Compliance statement

1. This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Law or other standards acceptable to ASX.

2. This statement does give a true and fair view of the matters disclosed.

Sign here:

Date: 30 January 2014

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Company Secretary

Print Name: Brett Dickson

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ROX RESOURCES LIMITED QUARTERLY REPORT For Quarter Ended 31 December 2013

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Annexure 1 – Mining Tenements

Project	Tenement Number	Interest	Interest Held
Reward, NT	EL10316	All Minerals	49%
	EL26406*	All Minerals except Diamonds	49%
	EL27541	All Minerals	49%
	EL30042*	All Minerals except Diamonds	49%

Teck Australia Pty Ltd is earning a 70% interest in all of the Reward project tenements

*	Legend International Holdings has rights to diamonds on EL26406 and portions of	Legend International Holdings has rights to diamonds on EL26406 and portions of	Legend International Holdings has rights to diamonds on EL26406 and portions of	EL30042
Marqua, NT		EL28275	All Minerals	100%
Mt Fisher, WA E53/1061			All Minerals	100%
		E53/1106	All Minerals	100%
		E53/1218	All Minerals	100%
		E53/1219	All Minerals	100%
		E53/1250	All Minerals	100%
		E53/1716	All Minerals	100%
		M53/09	All Minerals	100%
Rox Resources holds an option to acquire 100% of the following Mt Fisher tenements
		E53/1318	All Minerals	-
		E53/1319	All Minerals	-
		E53/1465	All Minerals	-
		P53/1496	All Minerals	-
		P53/1497	All Minerals	-
		M53/127	All Minerals	-
Bonya		EL29701**	Cu, Pb, Zn, Au, Ag, Bi, PGE’S	-
		EL29599	All Minerals	100%

** Rox may earn up to a 70% interest in this tenement

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