ROX RESOURCES LIMITED — Share Issue/Capital Change 2021

Mar 30, 2021

+Rule 3.10.1, 3.20.4, 7.18-7.24, 15.3, Appendix 7A section 9

Appendix 3A.5

Notification of return of capital by way of in specie distribution of +securities in another entity

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Please note that two or more corporate actions on the same +security may not run with different record dates if the timetables result in overlapping (but not identical) ex-periods. It is permissible to run different corporate actions with the same record date except in the case of consolidations or splits which cannot run at the same time as any other corporate action for that entity.

If you are an entity incorporated outside Australia, for +securities other than CDIs / depository interests, please obtain and provide an International Securities Identification Number (ISIN) for the class(es) of +securities to be created during your corporate action. The ISIN(s) should be advised in the Further Information section of this form. Further information on this requirement can be found in the Online Forms section of ASX Online for companies.

*Denotes minimum information required for first lodgement of this form.

**Denotes information that must be provided on or before +business day 0 of the relevant Appendix 6A or Appendix 7A timetable.

The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

If a cash special dividend is paid at the same time as the return of capital the entity must also lodge Appendix 3A.1 – notification of dividend / distribution.

Part 1 – Entity and announcement details

Questionno	Question	Answer
1.1	*Name of entity	Rox Resources Limited
1.2	*Registration type and numberOne of ABN/ARSN/ARBN/ACN or other registrationtype and number (if "other" please specify what typeof registration number has been provided).	ACN 107 202 602
1.3	*ASX issuer code	RXL
1.4	*The announcement isTick whichever is applicable.	New announcementUpdate/amendment to previousannouncementCancellation of previous announcement
1.4a	*Reason for updateMandatory only if "Update" ticked in Q1.4 above. Areason must be provided for an update.
1.4b	*Date of previous announcement to thisupdateMandatory only if "Update" ticked in Q1.4 above.
1.4c	*Reason for cancellationMandatory only if "Cancellation" ticked in Q1.4 above.If information has previously been provided in Part 3Dof the form "Preference +security distribution ratedetails" please also confirm whether the rate changesremain in place for the +security or are also cancelled.

• See chapter 19 for defined terms

1.4d	*Date of previous announcement to thiscancellationMandatory only if "Cancellation" ticked in Q1.4 above.
1.5	*Date of this announcementThe date of lodgement of the form by the entity viaASX Online.	31 March 2021
1.6	*Applicable ASX +security code anddescription for return of capitalPlease select the +security to which the notificationapplies. Only one +security can be selected for eachform. Consequent changes to option pricing arecovered in later parts of this form.	RXL Ordinary fully paid shares

Part 2 – Approvals

QuestionNo.	Question			Answer
2.1	••••••Q2.3.information".	*Are any of the below approvals requiredfor the return of capital before businessday 0 of the timetable?+Security holder approvalCourt approvalLodgement of court order with +ASICACCC approvalFIRB approval;Another approval/condition external tothe entity required to be given/metbefore business day 0 of the timetablefor the return of capital.If any of the above approvals apply to the return ofcapital before business day 0 of the timetable, pleaseanswer 'yes' and provide details at Q2.2. If "no" go toThe purpose of the question is to confirm that relevantapprovals are received prior to ASX establishing anex market in the +securities. If the entity wishes todisclose approvals or conditions which are to beresolved at a later date it should use Part 5 "Further		YSecurity Holder Approval andPositive ATO Class order ruling
2.2	Approvals	Select appropriate approval from drop down box as applicable. More than one approval can be selected. Thisquestion refers only to events which take place before business day 0 of the timetable. The purpose of thequestion is to confirm that relevant approvals are received prior to ASX establishing an ex market in the+securities. The "Date for determination" is the date that you expect to know if the approval is given for examplethe date of the +security holder meeting in the case of +security holder approval or the date of the court hearingin the case of court approval. If the entity wishes to disclose approvals or conditions which are to be resolved ata later date it should use Part 5 "Further information".
*Approval/condition		*Date fordetermination	*Is the dateestimated oractual?	**Approvalreceived/conditionmet?Only answer thisquestion whenyou know theoutcome of theapproval –please adviseon or before+business day 0of the relevantAppendix 6A orAppendix 7Atimetable.	Comments
+Security holderapproval		17 May 2021	EstimatedORActual	YesNo
Court approval			EstimatedORActual	YesNo

1 December 2019 Page 3

Lodgement ofcourt order with+ASIC			EstimatedORActual	YesNo
ACCC approval			EstimatedORActual	YesNo
FIRB approval			EstimatedORActual	YesNo
Other (pleasespecify incomment section)			EstimatedORActual	YesNo	Positive ATO Class orderruling
2.3	*Is the return of capital a selectivereduction of capitalIf "yes" please answer Q2.2a and 2.2b, if "no" go toPart 3.			No
2.4	*Date of lodgement of +security holderresolution approving the return of capitalwith +ASICPlease provide the estimated or actual date oflodgement of +security holder resolution approving thereturn of capital with +ASIC (per section 256C(3) ofthe Corporations Act). If estimated date is providedplease provide the actual date by way of an update tothis form when the resolution has been lodged with+ASIC. In any case, this lodgement should occurbefore business day 0 of the timetable.		17 May 2021Estimated
2.5	*Date that is fourteen days after date oflodgement of +security holder resolutionapproving the capital return with +ASICThis date or later is typically the date that the entityannounces the effective date for the return of capital –on or before business day 0 of the timetable.			31 May 2021

Amended 29/06/15

Part 3 –return of capital timetable and details
-------------------------------------------------

QuestionNo.	Question	Answer
3.1	*+Record date
	Last day for entity to register transfers on apre-return of capital basis.	28 May 2021
	The +record date must be at least four +business daysfrom the current date. Per Appendix 7A, section 9 the+record date is +business day 3 in the timetable. This isthree business days after the effective date (Q3.1a).Please note that the +record date and the date thattrading in the re-organised +securities on an "ex returnof capital" basis commences (Q3.3) cannot bechanged (even to postpone it or cancel it) any laterthan 12 noon Sydney time on the day before thepreviously advised date that trading in the re-organised+securities on an "ex return of capital" basiscommences (Q3.3).
3.1a	Effective date of the return of capital
	In the case of an equal reduction, not earlier than theday after the resolution approving the return of capitaland, in the case of a selective reduction, not earlierthan 14 days after the date of lodgement of a copy ofthe resolution approving the return of capital with ASIC	25 May 2021
3.2	*Does the entity have quoted options onissue	No
	If "yes", please answer Q3.2a, 3.4a, 3.5a & b and 4.5to 4.6c If "no" go to 3.3.
3.2a	Last day for trading in "cum return ofcapital" +securities.	26 May 2021
	If the entity has quoted options, last day fortrading in pre-return of capital quotedoptions.
	Note: if the entity has quoted options in which case theexercise price will change and new holding statementswill be issued to option holders
	This is business day 1 in the timetable, two businessdays before the record date, and one business dayafter the effective date.
3.3	*Trading in the re-organised +securities onan "ex return of capital" basis commences.	27 May 2021
	If the entity has quoted options, and ASXagrees, trading in the quoted optionscommences on a +deferred settlementbasis.
	If the +securities being distributed in specieare quoted on ASX and ASX agrees,trading in the +securities being distributedcommences on a +deferred settlementbasis
	Please note that the +record date and this date cannotbe changed (even to postpone it or cancel it) any laterthan 12 noon Sydney time on the day before theprevious date advised.

3.4	+Record date	28 May 2021
	Last day for entity to register transfers on apre-return of capital basis.
	The +record date is three +business days after theeffective date. Same as Q3.1 above.
3.4a	If the entity has quoted options, first day forthe +entity to send holding statements to+security holders, notifying them of thechange in exercise price for the quotedoptions they hold.If the +securities being distributed in specieare, or are intended to be quoted on ASX,first day for those +securities to beissued/transferred, and for holdingstatements to be sent to +security holdersnotifying them of their holdings.This is one +business day after the +record date –+business day 4 in the timetable.	N/A
3.5	*Issue dateIf the +entity has quoted options, +deferred	N/A
	settlement market in options ends.
	Last day for entity to send holding
	statements to +security holders notifying
	them of the change in exercise price for thequoted options they hold and to notify ASX
	that this has occurred.
	If the +securities being distributed in specie
	are, or are intended to be, quoted on ASX,
	last day for those +securities to beissued/transferred, for holding statement to
	be sent to +security holders notifying them
	of their holdings, and if necessary, for the
	issuer to lodge an Appendix 2A with ASXapplying for their quotation.
	ALL EVENTS: This is the date on which the entity will
	enter the +securities being distributed into holdings of
	holders entitled to the return of capital. This is five+business days after the +record date – business day 8
	in the timetable. Please note that the +issue datecannot be changed any later than 12 noon Sydney
	time on the previous +issue date advised.
3.5a	If the entity has quoted options and/or	N/A
	+securities being distributed, trading in the
	options and/or +securities starts on anormal T+2 basis
	This is the date on which normal T+2 trading in quoted
	options and/or +securities commences. This is the
	+business day after +issue date. This is +Business day 9in the timetable.

Appendix 3A.5 Notification of return of capital by way of in specie distribution of +securities in another entity

3.5b	If the entity has quoted options and/or+securities being distributed, first settlementof trades conducted on a +deferredsettlement basis and on a normal T+2 basis	N/A
	This is the date upon which first settlement of normalT+2 trading and settlement of +deferred settlementtrading occurs in quoted options and/or +securities.This is three +business days after +issue date. This is+Business day 11 in the timetable.

Amended 01/12/19

Part 4 – Issue details

QuestionNo.	Question	Answer
4.1	*Is the entity in which +securities are beingdistributed listed on ASXIf "yes", please answer Q4.1a and 4.1b. If "no",please answer Q4.1c to 4.1e.	No
4.1a	*ASX name and issuer code of entity inwhich +securities are being distributedPlease provide this detail if applicable and known ORplease advise the issuer code of the entity in which+securities are being distributed	ASX issuer code:Issuer Name:
4.1b	*ASX +security code and description forreturn of capitalPlease provide details if known.	ASX +security code:Security description:
4.1c	*Name of entity in which +securities arebeing distributed	Cannon Resources Limited
4.1d	*Registration no and registration no type,of entity in which +securities are beingdistributedOne of ABN/ARSN/ARBN/ACN or other registrationtype and number. If "other" please specify the type of	ABN 32 646 149 902
4.1e	registration number.*Description of +security being distributedFor example fully paid +ordinary shares.	Fully Paid Ordinary Shares
4.2	*The capital return will be on the basis thatFor example where you distribute one distribution+security for every five +securities held, the answerabove is every 1.00 (distribution) +security will bedistributed for each 5.00 (held) +securities. Todistribute two distribution +securities for every three+securities held the answer is 2.00 (distribution)+securities will be distributed for every 3.00 (held)+securities. An example of how the ratio would affecta sample +security holding can be given at item 5.2 –Further information.If estimated ratio is given please provide the actualratio on or before +business day 0 of the relevantAppendix 6A or Appendix 7A timetable. Please notethat the ratio cannot be changed any later than 12noon Sydney time on the +record date.	+securities in1Cannon Resources Limited (name of entitywhose +securities are being distributed) willbe distributed for every64 +securities before proposed consolidation(or 4.3 post the proposed consolidation) heldinRox Resources Limited (name of entitymaking the announcement)These ratios are Estimated
4.3	*Total number of +securities to bedistributedPlease provide the total number of +securities to bedistributed. If an estimate is provided please providethe actual number by or on the +issue date.	36,450,000Estimated
4.4	*What will be done with fractionalentitlements?Please select the appropriate description of howfractions will be handled. If you do not have arounding policy please choose "Fractions roundeddown to the nearest whole number or fractionsdisregarded".	Fractions rounded up to the next wholenumberFractions rounded down to the nearestwhole number or fractions disregardedFractions sold and proceeds distributedFractions of 0.5 and over rounded upFractions over 0.5 rounded up

4.5	*Will the return of capital affect theexercise price of any entity-issued options			Yes
	If "yes" please answer Q4.5a to 4.5b, if "no" go to Part5.
4.5a	Return of capital amount per +securityused to adjust exercise price of options			0.28c per security
	If an estimate is provided please provide the actualamount as soon as reasonably practicable, and nolater than +issue date			Estimated and based on pre-consolidation ofRox Resources Limited
4.5b	Exercise price of options
	Please confirm the exercise price of options on issue before and after the return of capital. Please provide theinclude the additional +securities.					amount in the primary currency in dollars (or equivalent denomination for foreign currency). Listing Rule 7.22.3governs the change in exercise price of options in a return of capital. If there is more than one +security please
ASX+securitycode	ASX +securitydescription	Quoted/unquoted	Currency		Exercise pricebefore return ofcapital	Exercise price afterreturn of capital
RXLAB	Options expiring 31Jan 2022, ex 1.5c	Unquoted	AUD		$0.015	$0.0122
	Options expiring 30Nov 2022, ex 3.3	Unquoted	AUD		$0.033	$0.0302
RXLAQ	Options expiring 31Dec 2023, ex 10c	Unquoted	AUD		$0.10	$0.0972
RXLAR	Options expiring 31Dec 2023, ex 12.5c	Unquoted	AUD		$0.125	$0.1222
RXLAS	Options expiring 31Dec 2023, ex 15c	Unquoted	AUD		$0.15	$0.1472
RXLAT	Options expiring 26Mar 2025, ex 7c	Unquoted	AUD		$0.07	$0.0672
4.6	*If the entity has quoted options,can quoted option holdersparticipate in the return of capital ifthey exercise the options by acertain date?If "yes", please answer Q4.6a to 4.6c. If		No
4.6a	"no" go to Part 5.*ASX quoted option details		N/A
	Please advise the quoted options whichmay participate in the return of capital ifthey exercise by the relevant date. Morethan one +class of options may be advised.
4.6b	*What is the date by which optionsmust be exercised to participate inthe return of capital?
4.6c	Description of the date
	Please provide a description of the date –for example, the day before +record date.

Amended 07/03/16; Amended 01/12/19

Part 5 – Further Information

QuestionNo.	Question	Answer
5.1	*Has the entity applied for an ATO classruling relating to this capital return?	Yes
	If "yes" please answer Q5.1a, if "no" go to 5.2. If theATO ruling is a condition of the event proceedingplease include it at Q2.1 and 2.1a –Approvals.
5.1a	*Please provide further information on theATO rulingIf the ATO ruling is a condition of the eventproceeding please include it at item 2.1 and 2.1a –Approvals.	Rox Resources Limited has sought demergerrelief advice from the ATO pursuant toDivision 125 of the Income Tax AssessmentAct 1997 (ITAA 1997) among other matters.The launch of the proposed demergerremains subject to Rox having completedsatisfactory engagement with the ATO. Therecan be no assurance that demerger relief willbe obtained.
5.2	Further information relating to this return ofcapital
	Please provide any further information relating to thisreturn of capital.

Introduced 22/09/14, Amended 29/06/15; Amended 07/03/16; Amended 01/12/19

+ See chapter 19 for defined terms 1 December 2019 Page 10