ROX RESOURCES LIMITED — Proxy Solicitation & Information Statement 2011

May 15, 2011

ROX RESOURCES LIMITED ABN 53 107 202 602

NOTICE OF GENERAL MEETING

PROXY FORM

AND

EXPLANATORY MEMORANDUM

Date of Meeting 13 June 2011

Time of Meeting 10:00am

Place of Meeting The Celtic Club 48 Ord Street West Perth WA

This Notice of General Meeting and the accompanying Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting. A Proxy Form is enclosed. If you are unable to attend the Meeting, please complete and return the enclosed Proxy Form in accordance with the specified directions.

ROX RESOURCES LIMITED ABN 53 107 202 602 NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of shareholders of Rox Resources Limited (" Company ") will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia, on 13 June 2011 at 10:00am for the purpose of transacting the following Business.

SPECIAL BUSINESS

Resolution 1 – Approval to issue Consideration Shares

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

" That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue 20,000,000 Shares to Avoca Resources Limited or its nominees as part consideration for the acquisition of the Tenements on the terms and conditions set out in the Tenement Sale Agreement and described in the Explanatory Memorandum accompanying this Notice. "

Resolution 2 – Approval to issue Milestone Shares

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

" That, subject to Resolution 1 being passed, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue up to 30,000,000 Shares to Avoca Resources Limited or its nominees on satisfaction of the milestones set out in the Tenement Sale Agreement and otherwise on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice”.

Resolution 3 – Ratification of Prior Share Issue

To consider, and if thought fit, to pass with or without amendment the following resolution as an ordinary resolution :

“That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, the Company approves and ratifies the allotment and issue of 26,000,000 Shares at an issue price of $0.05 per Share, to the persons and on the terms and conditions more particularly described in the Explanatory Memorandum accompanying this Notice of General Meeting . ”

Resolution 4 –Ratification of Prior Share Issue to Legend International Holdings Inc.

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, the Company approves and ratifies the allotment and issue of 3,000,000 Shares at an issue price of $0.033 per Share, to Legend International Holdings Inc. on the terms and conditions more particularly described in the Explanatory Memorandum accompanying this Notice of General Meeting . ”

OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Company's constitution and the Corporations Act.

For further information please refer to the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting.

By order of the Board

Brett Dickson Company Secretary Date: 10 May 2011

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PROXIES

Votes at the Meeting may be given personally or by proxy, attorney or representative.

A Shareholder entitled to attend and vote at the Meeting may appoint not more than two proxies to attend and vote at the Meeting. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder’s voting rights.

A proxy may, but need not be, a Shareholder.

The instrument appointing the proxy must be in writing, executed by the appointor or his attorney duly authorised in writing or, if such appointor is a corporation, either under seal or under hand of an officer of his attorney duly authorised.

In accordance with section 250BA of the Corporations Act, the Company specifies the following information for the purposes of receipt of proxy appointments by Shareholders registered on the Company's share register:

Facsimile Number: from within Australia 1800 783 447 From outside of Australia +61 3 9473 2555 Postal Address: GPO Box 242 Melbourne Victoria 3001 Australia

VOTING ENTITLEMENTS

In accordance with regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that Shares held as at 5:00pm WST on 10 June 2011 will be taken, for the purposes of the Meeting, to be held by persons who held them at that time.

VOTING EXCLUSIONS

As required by the Listing Rules, the Company will disregard any votes cast on the following resolutions by the persons listed.

Resolution	Persons Excluded from Voting
Resolution 1	Any person who may participate in the proposed issue of Shares and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if the resolution is passed, and any associates of those persons.
Resolution 2	Any person who may participate in the proposed issue of Shares and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if the resolution is passed, and any associates of those persons.
Resolution 3	Any person whoparticipated in the issue of the Shares and their associates
Resolution 4	Legend International Holdings Inc. and any associates of Legend International Holdings Inc.

However, the Company need not disregard a vote if:

• It is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• It is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide Shareholders in Rox Resources Limited ABN 53 107 202 602 (" Company ") with sufficient information to assess the merits of the resolutions contained in the accompanying Notice of Meeting.

Resolution 1 – Approval to issue Consideration Shares

On 17 February 2011 the Company announced it had reached agreement with Avoca Resources Limited (Avoca) pursuant to which it would purchase the Mount Fisher Project. As initial consideration for the transfer of the tenements, Rox will issue and allot 20,000,000 fully paid ordinary shares in the Company at an issue price of $0.05 to Avoca. The acquisition of the Mount Fisher project provides Rox with the opportunity to secure 100% of all the mineral rights to the southern portion of the Mount Fisher greenstone belt, which is located only 40km to the east of the Yandal greenstone belt and 100km to the east of the main Wiluna belt, both containing significant gold mines. For further information on the prospectivity of the Mount Fisher project please refer to the ASX announcement made on 17 February 2011.

Listing Rule 7.1 provides, subject to certain exceptions, a listed company must not issue equity securities where the number of equity securities proposed to be issued represents more than 15% of the company's shares then on issue without the approval of shareholders. Pursuant to the Tenement Sale Agreement, the Company will issue a total of 20,000,000 Shares to Avoca as the initial consideration for the transfer of the Tenements. The issue of the Consideration Shares to Avoca will exceed the Company's 15% capacity under Listing Rule 7.1.

Resolution 1 seeks Shareholder approval to allow the Company to issue the Consideration Shares to Avoca as the initial consideration for the transfer of the Tenements.

Listing Rule 7.3 sets out the matters which must be included in the notice of meeting convened to seek shareholder approval under Listing Rule 7.1. In accordance with Listing Rule 7.3, the following information is provided to Shareholders in relation to Resolution 1.

• (a) The maximum number of securities to be issued by the Company is 20,000,000 Shares.

• (b) The Consideration Shares will be allotted and issued on completion of the transaction the subject of the Tenement Sale Agreement which will be no later than 3 months after the date of this Meeting (or a later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

• (c) The deemed issue price of the Consideration Shares is $0.05 each.

• (d) The Consideration Shares will be allotted to Avoca or its nominees. Avoca is not a related party of the Company.

• (e) The Consideration Shares are fully paid ordinary shares in the Company and rank equally with the Company's current issued Shares.

• (f) No funds will be raised by the issue of the Consideration Shares. The Consideration Shares are issued as part consideration for the acquisition of the Tenements pursuant to the Tenement Sale Agreement.

• (g) It is intended that the Consideration Shares will be allotted on one date.

Resolution 2 – Approval to issue Milestone Shares

Resolution 2 seeks Shareholder approval to allow the Company to issue the Milestones Shares to Avoca or its nominees on the achievement of certain milestones in accordance with the Tenement Sale Agreement. The milestones are described below.

Listing Rule 7.1 provides, subject to certain exceptions, a listed company must not issue equity securities where the number of equity securities proposed to be issued represents more than 15% of the company's shares then on issue without the approval of shareholders. The number of Milestone Shares to be issued will exceed the Company's 15% capacity.

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In accordance with Listing Rule 7.3, the following information is provided to Shareholders in relation to Resolution 2.

• (a) The maximum number of Milestone Shares to be issued by the Company is 30,000,000.

• (b) The Milestone Shares will be allotted and issued on the following milestones being achieved within 36 months of completion of the transfer of the Tenements:

• (i) 20,000,000 Shares are to be issued if exploration undertaken by the Company on the Tenements identifies a Mineral Resource greater than 250,000 ounces of gold @ 0.8g/t cut-off but less than 1,000,000 ounces; and

• (ii) a further 10,000,000 Shares are to be issued if exploration undertaken by the Company on the Tenements identifies a Mineral Resource greater than 1,000,000 ounces of gold @ 0.8g/t cut-off.

• ASX has approved a waiver to allow the Milestone Shares to be issued more than 3 months after the date of this Meeting on the condition that:

• (1) the Milestone Shares are issued no later than 3 years from the date of completion of the acquisition of the Tenements, and in any event, no later than 5 April 2014; and

• (2) for any annual reporting period during which any of the Milestone Shares have been issued or any of them remain to be issued, the Company's annual report sets out in detail the basis on which the Milestone Shares may be issued.

• (c) The deemed issue price of the Milestone Shares is $0.05 each.

• (d) The Milestone Shares will be allotted to Avoca or its nominees. Avoca is not a related party of the Company.

• (e) The Milestone Shares are fully paid ordinary shares in the Company and rank equally with the Company's current issued Shares.

• (f) No funds will be raised by the issue of the Milestone Shares. The Milestone Shares are issued as part consideration for the acquisition of the Tenements pursuant to the Tenement Sale Agreement.

• (g) It is intended that the Milestone Shares will be allotted on satisfaction of the achievement of the relevant milestones in accordance with the terms of the Tenement Sale Agreement.

Resolution 3 – Ratification of Prior Share Issue

On 30 November 2010 the Company announced the completion of a placement of 76,000,000 Shares to raise $3,800,000 ( "Placement" ). The Placement was undertaken by lead manager Patersons Securities Limited to professional and sophisticated investors.

In summary, Listing Rule 7.4 allows a company to seek subsequent approval from shareholders for an issue of shares so that the issue of shares does not count towards the 15% limit on issue without shareholder approval contained in Listing Rule 7.1. Listing Rule 7.1 provides that a company may only issue up to 15% of its share capital in any 12 month period without first obtaining the approval of shareholders by ordinary resolution, subject to certain exceptions.

At its annual general meeting on 18 November 2010, Shareholder approval was obtained under Listing Rule 7.1 for the issue of a maximum of 50,000,000 Shares. Pursuant to Resolution 3, the Directors are seeking ratification under Listing Rule 7.4 of the issue of 26,000,000 Shares that was made as part of the Placement in order to restore the right of the Company to issue further Shares within the 15% limit during the next 12 months.

The following information in relation to this Resolution 3 is provided to Shareholders for the purposes of Listing Rule 7.5.

• (a) 26,000,000 Shares were allotted and issued.

• (b) The Shares were issued at a price of $0.05 each.

• (c) The Shares are fully paid ordinary shares in the Company and rank equally with the Company's current issued Shares.

• (d) The Shares were issued to various institutional and sophisticated investors introduced by Patersons Securities Limited, each of them unrelated parties of the Company.

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• (e) The funds raised from the Placement have, and will be, used to fund exploration activities at the Company's Marqua Phosphate Project in the Northern Territory, to meet administrative expenses and to enable the continued search for new project opportunities.

Resolutions 4 – Ratification of Prior Share Issue to Legend International Holdings Inc.

On 13 September 2010 the Company announced it had acquired from Legend International Holdings Inc. ( "Legend" ) two exploration licences in the Northern Territory, located adjacent to the Company's Myrtle zinc-lead project at McArthur River. The consideration for the acquisition included the issue of 3,000,000 Shares to Legend.

In summary, Listing Rule 7.4 allows a company to seek subsequent approval from shareholders for an issue of shares so that the issue of shares does not count towards the 15% limit on issue without shareholder approval contained in Listing Rule 7.1. Listing Rule 7.1 provides that a company may only issue up to 15% of its share capital in any 12 month period without first obtaining the approval of shareholders by ordinary resolution, subject to certain exceptions.

Pursuant to Resolution 4, the Directors are seeking ratification under Listing Rule 7.4 of the issue of 3,000,000 Shares to Legend in connection with the acquisition of tenements in order to restore the right of the Company to issue further Shares within the 15% limit during the next 12 months.

The following information in relation to this Resolution 4 is provided to Shareholders for the purposes of Listing Rule 7.5.

• (a) 3,000,000 Shares were allotted and issued.

• (b) The Shares were issued at a price of $0.033 each.

• (c) The Shares are fully paid ordinary shares in the Company and rank equally with the Company's current issued Shares.

• (d) The Shares were issued to Legend International Holdings Inc.

• (e) No funds will be raised by the issue of the Shares to Legend. The Shares were issued as part consideration for the acquisition of exploration licences from Legend International Holdings Inc.

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GLOSSARY

ASX means ASX Limited ABN 98 008 624 691; Avoca means Avoca Resources Limited ABN 30 097 083 282; Company or Rox means Rox Resources Limited ABN 53 107 202 602; Consideration Shares means 20,000,000 Shares to be issued at an issue price of $0.05; Corporations Act means the Corporations Act 2001 (Cth); Directors means the directors of the Company; Explanatory Memorandum means the explanatory memorandum attached to the Notice, which provides information to Shareholders about the resolutions contained in the Notice; JORC Code means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2004 edition), as published by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia, as amended from time to time;

JORC Code

Listing Rules means the listing rules of ASX; Milestone Shares means up to 30,000,000 Shares to be issued to Avoca on achievement of certain milestones in accordance with the Tenement Sale Agreement;

Mineral Resource Mining Act Meeting Notice or Notice of Meeting

Shareholder Shares

Tenements

Tenement Sale Agreement

means a resource as defined and required by the JORC Code; means the Mining Act 1978 (WA); means the General Meeting the subject of the Notice; means the notice of general meeting which accompanies this Explanatory Memorandum; means a holder of Shares; means fully paid ordinary shares issued in the capital of the Company;

means Exploration Licences E53/1061, E53/1386, E53/1106, E531218, E53/1219, E53/1250 and Mining Lease M53/09 granted under the Mining Act; and

means the tenement sale agreement dated [ ] between Rox as the buyer, Avoca as the seller and Alacer Gold Corp. as the guarantor.

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