ROX RESOURCES LIMITED — Share Issue/Capital Change 2011

Aug 8, 2011

Appendix 3B New Issue Announcement

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 2 Number of securities issued or to be issued (if known) or maximum number which may be issued 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	Ordinary Fully Paid (RXL)
	20,000,000
	Issued fully paid
	Yes (RXL)

Appendix 3B New Issue Announcement

5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering securities into uncertificated holdings or despatch of certificates 8 Number and class of all securities quoted on ASX (_including_the securities in clause 2 if applicable) 9 Number and class of all securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	$0.05	$0.05
	Consideration for acquisition of Mt Fisher Exploration Properties
	5th August 2011
	Number	Class
	383,131,476	Fully paid ordinary shares (RXL)
	Number	Class
	3,750,000	26 September 2012, $0.038 options (RXLAM)
	N/A

Part 2 - Bonus issue or pro rata issue

Part 2 - Bonus issue or	pro rata issue
11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the securities will be offered 14 Class of securities to which the offer relates 15 Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

Appendix 3B New Issue Announcement

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 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 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) 29 Date rights trading will end (if applicable) 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?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

Appendix 3B New Issue Announcement

32 How do security holders dispose of N/A their entitlements (except by sale through a broker)? 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 securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional securities

(now go to 43)

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

Appendix 3B New Issue Announcement

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)

Number Class 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)

[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.

Appendix 3B New Issue Announcement

• 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: 8[th] August 2011

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Company Secretary

Print name: BRETT DICKSON

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8 August 2011

ASX Limited Exchange Plaza 2 The Esplanade PERTH WA 6000

Notice pursuant to section 708A(5) of the Corporations Act 2001 (Cth)

1. On 5 August 2011 Rox Resources Limited (ACN 107 202 602) ( Rox ) issued 20,000,000 fully paid ordinary shares at a deemed issue price of $0.05 per share ( Relevant Securities ).

2. Rox issued the Relevant Securities without disclosure to investors under Part 6D.2 of the Corporations Act 2001 (Cth) ( the Act ).

3. This notice is being given under 708(5)(e) of the Act.

4. As at the date of this notice Rox has complied with:

5. a. The provisions of Chapter 2M of the Act as they apply to Rox; and

6. b. Section 674 of the Act.

7. As at the date of this notice, there is no information that is excluded information (as that term is used in section 708A(7) of the Act) in respect to Rox.

Yours faithfully,

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Brett Dickson Company Secretary

RRL1039L-BD

Rox Resources Limited ABN 53 107 202 602 Level 1, 30 Richardson Street, West Perth WA 6005 Telephone: +61 8 6380 2966 Facsimile: +61 8 6380 2988 Email: admin@roxresources.com.au