ROX RESOURCES LIMITED — Share Issue/Capital Change 2007

May 31, 2007

Rox Resources Limited

ABN 53 107 202 602

Appendix 3B

New issue announcement. application for quotation of additional securities and agreement

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.

Name of entity	ABN
I ROX RESOURCES LIMITED	53 107 202 602

950,000

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{1}$ Class of securities issued or to be issued

Employee Performance Options

• $\overline{2}$ Number of securities issued or to be issued (if known) or maximum number which may be issued
• $\mathbf{3}$ Principal terms of the securities (eg, if options, exercise price and expiry date; if partly paid securities, the amount outstanding and due dates payment; if convertible for securities, the conversion price and dates for conversion)

Options exercisable at $0.35 each which expire on 31 May 2010

4	Do the securities rank equally in allrespects from the date of allotmentwith an existing class of quotedsecurities?	No
	If the additional securities do notrank equally, please state:the date from which they doextentwhichthetotheyparticipate for the next dividend,thecaseof -(in$\mathbf{a}$trust.distribution) or interest paymentthe extent to which they do notrank equally, other than inrelation to the next dividend.distribution or interest payment
5.	Issue price or consideration	Nil
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	To reward, retain and motivate staff
7	Dates of entering securities intouncertificated holdings or despatchof certificates	31 May 2007
		Number	Class
8	Number and class of all securities
	quoted on ASX (including thesecurities in clause 2 if applicable)	57,875,333	Fully paid ordinaryshares (RXL)

		Number	Class
9	Number and class of all securitiesnot quoted on ASX (including thesecurities in clause 2 if applicable)	5,250,000	31 January 2009,$0.20 options(RXLAO)
		4,000,000	30 June 2007, $0.20options (RXLAU)
		2,500,000	12 July 2009, $0.675options (RXLAW)
		1,000,000	30 November 2009,$0.35 options(RXLAI)
		600,000	30 November 2009,$0.35 options(RXLAK)
		950,000	31 May 2010, $0.35employee options.
10	Dividend policy (in the case of atrust, distribution policy) on theincreased capital (interests)	N/A

Part 2 - Bonus issue or pro rata issue - Not Applicable

11	holderapprovalsecurityIs.required?
12	Is the issue renounceable or non-renounceable?
13	Ratio in which the securities will beoffered
14	Class of securities to which theoffer relates
15	determineRecorddateto.entitlements

16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?
17	Policy for deciding entitlements inrelation to fractions
18	Names of countries in which theentity has security holders who willnot be sent new issue documentsNote: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closingdateforreceiptоfacceptances or renunciations
20.	Names of any underwriters
21	Amount of any underwriting fee orcommission
22	Names of any brokers to the issue
23	Fee or commission payable to thebroker to the issue
24	any handlingAmount offeepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders
25	If the issue is contingent on securityholders' approval, the date of themeeting
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled
27	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders
28	Date rights trading will begin (ifapplicable)
29.	Date rights trading will end (ifapplicable)

• 30 How do security holders sell their entitlements in full through a broker?
• 31 How do security holders sell part of their entitlements through a broker and accept for the balance?
• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

33 Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
  • Securities described in Part 1
• $(b)$

$(a)$

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities-

(If the additional securities do not form a new class, go to $43$ )

Tick to indicate you are providing the information or documents

35	If the securities are equity securities, the names of the 20 largest holders of theadditional securities, and the number and percentage of additional securities held bythose holders
-36	If the securities are equity securities, a distribution schedule of the additional securitiessetting out the number of holders in the categories$1 - 1,000$$1,001 - 5,000$$5,001 - 10,000$$10,001 - 100,000$

37

A copy of any trust deed for the additional securities

(now go to $\overline{43}$ )

Entities that have ticked box 34(b)

100,001 and over

• 38 Number of securities for which quotation is sought
• 39 Class of securities for which quotation is sought
• $40^{\circ}$ Do the securities rank equally in all respects from the date of allotment with an existing class of quoted securities?

If the additional securities do not rank equally, please state:

• the date from which they do $\bullet$
• extent to which they the participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• $41$ Reason for request for quotation now
  • Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

it
	Number	Class
ŚÒ.

42 Number and class of all securities quoted on ASX (including the securities in clause 38)

(now go to $43$ )

All entities

Fees

43	Payment method (tick one)
	$\vert \vert$ Cheque attached
	Electronic payment madeNote: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.
	Periodic payment as agreed with the home branch has been arrangedNote: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation agreement

• $\mathbf{I}$ Ouotation of our additional securities is in ASX's absolute discretion. ASX may quote the securities on any conditions it decides.

• $\overline{2}$ We warrant the following to ASX.

  • The issue of the securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those securities should not be granted quotation.
  • An offer of the securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.
  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any securities to be quoted and that no-one has any right to return any securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the securities be quoted.

• If we are a trust, we warrant that no person has the right to return the $\bullet$ securities to be quoted under section 1019B of the Corporations Act at the time that we request that the securities be quoted.

• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before quotation of the securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

D) —

Sign here:

Date: 31/05/2007

Company Secretary

BRETT DICKSON Print name:

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