ROX RESOURCES LIMITED — Share Issue/Capital Change 2011

Nov 21, 2011

Appendix 3B

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

Name of entity	ABN
ROX RESOURCES LIMITED	53 107 202 602

We (the entity) give ASX the following information.

Part 1 - All issues

1 Class of securities issued or to be issued

Unquoted Employee Options

• 2 Number of securities issued or to be issued (if known) or maximum number which may be issued 550,000
• 3 Principal terms of the securities (eg, if options, exercise price and expiry date; if partly paid securities, the amount outstanding and due dates for payment; if convertible securities, the conversion price and dates for conversion)
• 4 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
• the extent to which they 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

Employee Options exercisable at $0.047 on or before 30 November 2014

No

If the options are exercised the fully paid shares issued upon the exercise will rank par pass with other ordinary Fully Paid Shares on issue.

5	Issue price or consideration	Nil
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	Employee Incentive
7	Dates of entering securities intouncertificated holdings or despatchof certificates	21st November2011
		Number	Class
8	Number and class of all securitiesquoted on ASX (includingthesecurities in clause 2 if applicable)	398,336,377	Fully paid ordinaryshares(RXL)
		Number	Class
9	Number and class of all securitiesnot quoted on ASX (including thesecurities in clause 2 if applicable)	3,750,000	26 September 2012$0.38 options(RXLAM)
		550,000	30 November 2014$0.047 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

Issecurityholderapprovalrequired?	N/A
Is the issue renounceable or nonrenounceable?	N/A
Ratio in which the securities will be	N/A
Class of securities to which theoffer relates	N/A
Recorddatetodetermineentitlements	N/A
Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?	N/A
	offered

• 17 Policy for deciding entitlements in relation to fractions N/A
• 18 Names of countries in which the entity has security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

• 19 Closing date for receipt of acceptances or renunciations N/A
• 20 Names of any underwriters N/A
• 21 Amount of any underwriting fee or commission N/A
• 22 Names of any brokers to the issue N/A
• 23 Fee or commission payable to the broker to the issue N/A
• 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders
• 25 If the issue is contingent on security holders' approval, the date of the meeting
• 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
• 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
• 28 Date rights trading will begin (if applicable) N/A
• 29 Date rights trading will end (if applicable) N/A
• 30 How do security holders sell their entitlements in full through a broker?

N/A

N/A

N/A

N/A

N/A

N/A

31	How do security holders sell part oftheir entitlements through a brokerand accept for the balance?	N/A
32	How do security holders dispose oftheir entitlements (except by salethrough a broker)?	N/A
33	Despatch date	N/A

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)
• (a) Securities described in Part 1

(b) 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- TO BE ADVISED

(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 the additional securities, and the number and percentage of additional securities held by those holders

36		If the securities are equity securities, a distribution schedule of the additional securitiessetting out the number of holders in the categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 and over
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Entities that have ticked box 34(b)

38 Number of securities for which quotation is sought

• 39 Class of securities for which quotation is sought
• 40 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
• the extent to which they 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)

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

Number	Class

(now go to 43)

All entities

Fees

43 Payment method (tick one)

Cheque attached

Electronic payment made

Note: 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 arranged

Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation agreement

1 Quotation of our additional securities is in ASX's absolute discretion. ASX may quote the securities on any conditions it decides.

• 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 securities to be quoted under section 1019B of the Corporations Act at the time that we request that the securities be quoted.
• 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.
• 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.

Sign here

Date: 22th November 2011

Company Secretary

Print name: BRETT DICKSON

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