ROX RESOURCES LIMITED — Major Shareholding Notification 2022

Dec 13, 2022

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Rox Resources Limited (Rox)
ACN/ARSN	107 202 602
1. Details of substantial holder (1)
Name	Hawke's Point Holdings (RRL) L.P. (Hawke's Point) and each of the entities listed in Annexure "A" (Hawke's Point GroupEntity).
ACN/ARSN (if applicable)	Not applicable
There was a change in the interests of thesubstantial holder on	08/12/2022
The previous notice was given to the company on	17/11/2022
The previous notice was dated	17/11/2022

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary shares	22,269,880	11.77% (based on189,188,811 ordinaryshares on issue)	22,269,880	10.31% (based on216,073,602 ordinary shareson issue)The change in Hawke'sPoint's voting power is dueto the dilution of Hawke'sPoint's shareholdingfollowing the issue of26,884,791 fully paidordinary shares by theCompany pursuant to theshare purchase plan(detailed in the Offer Bookletdated 17 November 2022).

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date ofchange	Person whose relevantinterest changed	Nature ofchange (6)	Considerationgiven in relationto change (7)	Class andnumber ofsecurities affected	Person's votesaffected
NotApplicable	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Not Applicable

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevantinterest	Registeredholder ofsecurities	Person entitledto be registeredas holder (8)	Nature of relevant interest (6)	Class andnumber ofsecurities	Person's votes
Hawke's Point	CiticorpNomineesPty Limited	Hawke's Point	Relevant interest under s 608(1)(b) and(c) of the Corporations Act 2001(Cth), being a relevant interest arisingthrough Hawke's Point having the right tocontrol the voting or disposal of theshares.	22,269,880 fullypaid ordinaryshares	22,269,880
Each Hawke's PointGroup Entity	CiticorpNomineesPty Limited	Hawke's Point	Relevant interest under s 608(3)(a) and/ors 608(3)(b) of the Corporations Act 2001(Cth), being a relevant interest heldthrough a body corporate (Hawke's Point)in which the voting power of the relevantHawke's Point Group Entity is more than20% or which the relevant Hawke's PointGroup Entity controls.	22,269,880 fullypaid ordinaryshares	22,269,880

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Not Applicable	Not Applicable

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Hawke's Point and each Hawke's Point Group Entity	Ugland House, Grand Cayman, KY-1104, Cayman Islands

Signature

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.
• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• (4) The voting shares of a company constitute one class unless divided into separate classes.
• (5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• (6) Include details of:
  • (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• (8) If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write "unknown".
• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure "A" – Hawke's Point Group Entities

This is Annexure "A" of 1 page referred to in the Form 604 (Notice of change of interests of Substantial Holder), signed by me and dated 14 December 2022.

……………………

Erik Caspersen Authorised Signatory, Hawke's Point (RRL) L.P.

Hawke's Point Group Entities

Entity	ACN/ARSN
Hawke's Point GP Ltd.	Not applicable
Hawke's Point Manager L.P.	Not applicable
TFG Asset Management UK LLP	Not applicable
TFG Asset Management US LP	Not applicable
Tetragon Financial Group Limited and each of itsrelated bodies corporate	Not applicable